Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
No
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
49
Consolidated Balance Sheets
51
Consolidated Statements of Operations
52
Consolidated Statements of Comprehensive Income
53
Consolidated Statements of Cash Flows
54
Consolidated Statements of Stockholders' Equity
55
Notes to Consolidated Financial Statements
56
(1) Operations
56
(2) Significant Accounting Policies
56
(3) Revenues
64
(4) Business Combinations
68
(5) Inventories and Supplies
71
(6) Property, Plant and Equipment
72
(7) Goodwill and Other Intangible Assets
72
(8) Accrued Expenses and Other Current Liabilities
73
(9) Closure and Post-Closure Liabilities
74
(10) Remedial Liabilities
75
(11) Financing Arrangements
77
(12) Income Taxes
80
(13) Earnings Per Share
83
(14) Stockholders' Equity
84
(15) Accumulated Other Comprehensive Loss
84
(16) Stock-based Compensation
85
(17) Commitments and Contingencies
86
(18) Leases
88
(19) Segment Reporting
89
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Clean Harbors, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Clean Harbors, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Remedial Liabilities - Refer to Note 2, “Significant Accounting Policies”, and Note 10, “Remedial Liabilities”, to the financial statements
Critical Audit Matter Description
Remedial liabilities include the costs of removal or containment of contaminated material, the treatment of potentially contaminated groundwater and maintenance and monitoring costs necessary to comply with regulatory requirements. The estimate of remedial liabilities involves an analysis of numerous factors that are inherently difficult to estimate and involve a significant amount of judgment. The Company routinely reviews and evaluates the sites for which remedial liabilities have been recognized to determine if there should be changes in the cost estimates. As a result, the valuation of liabilities is subject to material changes as additional information becomes available, particularly as it relates to changes in technologies and changes in laws and regulations that govern the remediation efforts.
Total remedial liabilities recorded as of December 31, 2025 were $95.4 million.
Given the subjectivity and judgment involved in measuring remedial liabilities, auditing remedial liabilities involved especially subjective judgment and an increased extent of effort, including the need to involve our specialists who have expertise in environmental remediation.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to remedial liabilities included the following, among others:
• We tested the effectiveness of controls related to the recognition and measurement of remedial liabilities, including those controls over changes in estimates.
• We evaluated the methods and assumptions used by management to estimate the remedial liabilities by confirming specific facts and circumstances related to a selection of sites with project managers and other Company personnel responsible for monitoring these sites, including legal counsel.
• With the assistance of auditor specialists who have expertise in environmental matters and specialized skills and training, we evaluated the reasonableness of the Company’s estimates by:
– Searching for information in the public domain for completeness of sites identified for remediation.
– Assessing the completeness of the Company’s cost estimates for a selection of sites, specifically, comparing the cost estimates to relevant regulatory guidelines and specifications.
– Testing the accuracy of the amounts recorded for a selection of sites, specifically, verifying the mathematical accuracy of the calculation, agreeing cost components to supporting documents, and/or developing an independent range of cost estimates.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 18, 2026
We have served as the Company's auditor since 2005.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
As of December 31,
2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 826,315 $ 687,192
Short-term marketable securities 127,363 102,634
Accounts receivable, net of allowances aggregating $ 35,991 and $ 47,242 , respectively
1,044,137 1,015,357
Unbilled accounts receivable 160,888 162,215
Inventories and supplies 372,088 384,657
Prepaid expenses and other current assets 116,452 81,741
Total current assets 2,647,243 2,433,796
Property, plant and equipment, net 2,541,067 2,447,941
Other assets:
Operating lease right-of-use assets 255,084 250,853
Goodwill 1,479,050 1,477,199
Permits and other intangibles, net 653,027 701,987
Other long-term assets 48,585 65,502
Total other assets 2,435,746 2,495,541
Total assets $ 7,624,056 $ 7,377,278
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 12,600 $ 15,102
Accounts payable 506,592 487,286
Deferred revenue 81,529 88,545
Accrued expenses and other current liabilities 441,788 419,445
Current portion of closure, post-closure and remedial liabilities 19,112 20,625
Current portion of operating lease liabilities 75,226 71,663
Total current liabilities 1,136,847 1,102,666
Other liabilities:
Closure and post-closure liabilities, less current portion of $ 10,290 and $ 10,304 , respectively
125,038 119,484
Remedial liabilities, less current portion of $ 8,822 and $ 10,321 , respectively
86,547 101,424
Long-term debt, less current portion 2,763,563 2,771,117
Operating lease liabilities, less current portion 184,308 182,883
Deferred tax liabilities 384,207 363,623
Other long-term liabilities 197,886 162,552
Total other liabilities 3,741,549 3,701,083
Commitments and contingent liabilities (See Note 17)
Stockholders' equity:
Common stock, $ 0.01 par value:
Authorized 80,000,000 shares; issued and outstanding 52,870,599 and 53,832,692 shares, respectively
529 538
Additional paid-in capital 193,896 421,749
Accumulated other comprehensive loss ( 204,616 ) ( 213,635 )
Retained earnings 2,755,851 2,364,877
Total stockholders' equity 2,745,660 2,573,529
Total liabilities and stockholders' equity $ 7,624,056 $ 7,377,278
The accompanying notes are an integral part of these consolidated financial statements.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
For the years ended December 31,
2025 2024 2023
Revenues:
Service revenues $ 5,154,668 $ 4,928,023 $ 4,449,542
Product revenues 876,169 961,929 959,610
Total revenues 6,030,837 5,889,952 5,409,152
Cost of revenues: (exclusive of items shown separately below)
Service revenues 3,466,120 3,370,231 3,054,594
Product revenues 678,479 695,482 691,530
Total cost of revenues 4,144,599 4,065,713 3,746,124
Selling, general and administrative expenses 752,534 739,629 671,161
Accretion of environmental liabilities 14,326 13,456 13,667
Depreciation and amortization 446,006 400,922 365,761
Income from operations 673,372 670,232 612,439
Other income (expense), net 5,200 ( 1,454 ) 2,315
Loss on early extinguishment of debt ( 8,277 ) ( 371 ) ( 2,880 )
Gain on sale of businesses 776 — —
Interest expense, net of interest income of $ 25,749 , $ 19,437 and $ 11,930 , respectively
( 143,104 ) ( 134,964 ) ( 108,595 )
Income before provision for income taxes 527,967 533,443 503,279
Provision for income taxes 136,993 131,144 125,423
Net income $ 390,974 $ 402,299 $ 377,856
Earnings per share:
Basic $ 7.31 $ 7.46 $ 6.99
Diluted $ 7.28 $ 7.42 $ 6.95
Shares used to compute earnings per share — Basic 53,509 53,902 54,071
Shares used to compute earnings per share — Diluted 53,716 54,199 54,382
The accompanying notes are an integral part of these consolidated financial statements.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
For the years ended December 31,
2025 2024 2023
Net income $ 390,974 $ 402,299 $ 377,856
Other comprehensive income (loss), net of tax:
Unrealized gain on available-for-sale securities 124 37 559
Unrealized (loss) gain on fair value of interest rate hedges ( 3,623 ) 12,056 5,163
Reclassification adjustment for interest rate hedge amounts realized in net income ( 10,096 ) ( 14,295 ) ( 16,425 )
Reclassification adjustment for settlement of interest rate hedges — — ( 5,905 )
Pension adjustments 426 269 ( 550 )
Foreign currency translation adjustments 22,188 ( 36,363 ) 9,000
Other comprehensive income (loss), net of tax 9,019 ( 38,296 ) ( 8,158 )
Comprehensive income $ 399,993 $ 364,003 $ 369,698
The accompanying notes are an integral part of these consolidated financial statements.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the years ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 390,974 $ 402,299 $ 377,856
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 446,006 400,922 365,761
Allowance for doubtful accounts 8,079 8,129 5,956
Amortization of deferred financing costs and debt discount 6,317 6,321 5,309
Accretion of environmental liabilities 14,326 13,456 13,667
Changes in environmental liability estimates ( 10,108 ) 4,139 4,828
Deferred income taxes 25,763 18,437 12,685
Other (income) expense, net ( 5,200 ) 1,454 ( 2,315 )
Stock-based compensation 32,702 27,981 20,703
Loss on early extinguishment of debt 8,277 371 2,880
Gain on sale of businesses ( 776 ) — —
Environmental expenditures ( 16,099 ) ( 27,522 ) ( 28,960 )
Changes in assets and liabilities, net of acquisitions:
Accounts receivable and unbilled accounts receivable ( 31,849 ) ( 28,822 ) 2,453
Inventories and supplies 12,461 ( 49,588 ) ( 4,312 )
Other current and non-current assets ( 42,372 ) ( 57,220 ) ( 22,645 )
Accounts payable 23,382 12,327 ( 27,425 )
Other current and long-term liabilities 4,842 45,087 8,111
Net cash from operating activities 866,725 777,771 734,552
Cash flows used in investing activities:
Additions to property, plant and equipment ( 424,918 ) ( 432,241 ) ( 422,300 )
Proceeds from sale and disposal of fixed assets 21,568 9,099 9,650
Acquisitions, net of cash acquired — ( 478,011 ) ( 119,596 )
Proceeds from sale of businesses, net of transaction costs
4,275 750 750
Additions to intangible assets including costs to obtain or renew permits ( 3,648 ) ( 9,607 ) ( 2,649 )
Purchases of available-for-sale securities ( 116,681 ) ( 117,861 ) ( 158,264 )
Proceeds from sale of available-for-sale securities 93,618 124,197 117,359
Net cash used in investing activities ( 425,786 ) ( 903,674 ) ( 575,050 )
Cash flows (used in) from financing activities:
Change in uncashed checks 3,563 ( 1,473 ) 2,759
Tax payments related to withholdings on vested restricted stock ( 15,834 ) ( 13,759 ) ( 13,838 )
Repurchases of common stock ( 250,002 ) ( 55,178 ) ( 51,164 )
Deferred financing costs paid ( 16,216 ) ( 8,954 ) ( 6,736 )
Payments on finance leases ( 33,113 ) ( 30,886 ) ( 15,937 )
Proceeds from employee stock purchase plan 7,158 3,009 —
Principal payments on debt ( 2,009,898 ) ( 15,102 ) ( 623,975 )
Proceeds from issuance of debt, net of discount
2,005,000 499,375 500,000
Borrowing from revolving credit facility — — 114,000
Payment on revolving credit facility — — ( 114,000 )
Net cash (used in) from financing activities ( 309,342 ) 377,032 ( 208,891 )
Effect of exchange rate change on cash 7,526 ( 8,635 ) 1,484
Increase (decrease) in cash and cash equivalents
139,123 242,494 ( 47,905 )
Cash and cash equivalents, beginning of year 687,192 444,698 492,603
Cash and cash equivalents, end of year $ 826,315 $ 687,192 $ 444,698
Supplemental information:
Cash payments for interest and income taxes:
Interest paid $ 157,263 $ 153,059 $ 114,560
Income taxes paid, net of refunds 117,904 130,606 132,314
Non-cash investing activities:
Property, plant and equipment accrued 33,332 43,750 52,376
The accompanying notes are an integral part of these consolidated financial statements.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive
Loss Total
Stockholders'
Equity
Number of
Shares $ 0.01 Par
Value
Retained
Earnings
Balance at January 1, 2023 54,065 $ 541 $ 504,240 $ ( 167,181 ) $ 1,584,722 $ 1,922,322
Net income — — — — 377,856 377,856
Other comprehensive loss
— — — ( 8,158 ) — ( 8,158 )
Stock-based compensation — — 20,703 — — 20,703
Issuance of common stock for restricted share vesting, net of employee tax withholdings 193 1 ( 13,839 ) — — ( 13,838 )
Repurchases of common stock ( 328 ) ( 3 ) ( 51,376 ) — — ( 51,379 )
Balance at December 31, 2023 53,930 539 459,728 ( 175,339 ) 1,962,578 2,247,506
Net income — — — — 402,299 402,299
Other comprehensive loss
— — — ( 38,296 ) — ( 38,296 )
Stock-based compensation — — 27,981 — — 27,981
Issuance of common stock for restricted share vesting, net of employee tax withholdings 125 1 ( 13,760 ) — — ( 13,759 )
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
Net income — — — — 390,974 390,974
Other comprehensive income — — — 9,019 — 9,019
Stock-based compensation — — 32,702 — — 32,702
Issuance of common stock for restricted share vesting, net of employee tax withholdings 128 2 ( 15,836 ) — — ( 15,834 )
Repurchases of common stock ( 1,124 ) ( 11 ) ( 251,877 ) — — ( 251,888 )
Employee stock purchase plan 34 — 7,158 — — 7,158
Balance at December 31, 2025 52,871 $ 529 $ 193,896 $ ( 204,616 ) $ 2,755,851 $ 2,745,660
The accompanying notes are an integral part of these consolidated financial statements.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) OPERATIONS
Clean Harbors, Inc., through its subsidiaries (collectively, the “Company”), is a leading provider of sustainable environmental and industrial services throughout North America. The Company is also the largest re-refiner and recycler of used oil and the premier provider of parts cleaning and related environmental services to commercial, industrial and automotive customers in North America.
(2) SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements of the Company reflect the application of certain significant accounting policies as described below:
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Clean Harbors, Inc. and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP), requires management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and the accompanying notes. Management bases its estimates on historical experience and other assumptions that it believes to be reasonable at the time. Actual results could differ from those estimates, and any such differences may be material to the consolidated financial statements. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the consolidated financial statements in the period they are determined.
Cash, Cash Equivalents, Marketable Securities and Uncashed Checks
Cash consists primarily of cash on deposit and money market accounts. 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. As of December 31, 2025 and 2024, the Company had total marketable securities as follows (in thousands):
December 31, 2025 December 31, 2024
Commercial paper $ 3,988 $ 4,035
Corporate notes and bonds 1,601 —
Total cash equivalents 5,589 4,035
Commercial paper 9,942 17,489
Corporate notes and bonds 117,421 85,145
Total marketable securities 127,363 102,634
Total $ 132,952 $ 106,669
Realized gains and losses on sales of available-for-sale marketable securities in the years presented were immaterial. The majority of the marketable securities have a remaining maturity of less than one year and fair value approximates cost.
The Company's cash management program with its revolving credit lender allows the Company to maintain a zero balance in the U.S. bank disbursement accounts that are used to issue vendor and payroll checks. When checks are presented to the bank for payment, cash deposits in amounts sufficient to fund the checks are made, at the Company's discretion, either from funds provided by other accounts or under the terms of the Company's revolving credit facility. 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.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
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. Past-due receivable balances are written off when the Company's collection efforts have been deemed unsuccessful in collecting the outstanding balance due.
Due to the nature of the Company's businesses and the invoices that result from the services provided, customers may withhold payments and attempt to renegotiate amounts invoiced. In addition, for some of the services provided, the Company's invoices are based on quotes that, in limited instances, can result in adjustments to revenue subsequent to billing. Based on industry knowledge and historical trends, the Company records a revenue allowance in anticipation of these expected adjustments. This practice causes the volume of activity flowing through the revenue allowance during the year to be higher than the balance at the end of the year. The revenue allowance is intended to cover the net amount of revenue adjustments that may need to be credited to customers' accounts in future periods. Management determines the appropriate total revenue allowance by evaluating the following factors on an invoice-by-invoice basis as well as on a consolidated level: trends in adjustments to previously billed amounts, existing economic conditions, communications with customers and other information as deemed applicable. Revenue allowance estimates can differ from the actual adjustments, but historically the revenue allowance has been sufficient to cover the net amount of the reserve adjustments issued in subsequent reporting periods.
The following table reflects the activity in the allowance for doubtful accounts and revenue allowance (in thousands):
Allowance for Doubtful Accounts Revenue Allowance
2025 2024 2023 2025 2024 2023
Balance at January 1, $ 22,908 $ 22,568 $ 24,659 $ 24,334 $ 19,641 $ 20,594
Additions charged to earnings 8,079 8,129 5,956 45,021 48,301 46,467
Deductions from reserves, net of recoveries ( 9,831 ) ( 7,789 ) ( 8,047 ) ( 54,520 ) ( 43,608 ) ( 47,420 )
Balance at December 31, $ 21,156 $ 22,908 $ 22,568 $ 14,835 $ 24,334 $ 19,641
Credit Concentration
Concentration of credit risks in accounts receivable is limited due to the large number of customers comprising the Company's customer base throughout North America. The Company maintains policies over credit extension that include credit evaluations, credit limits and collection monitoring procedures on a customer-by-customer basis. However, the Company generally does not require collateral before services are performed. No individual customer accounted for more than 10% of accounts receivable or more than 10% of total third-party revenues in the periods presented.
Inventories and Supplies
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. The Company continually reviews its inventories for obsolete or unsalable items and adjusts its carrying value to reflect estimated realizable values.
Property, Plant and Equipment, net (excluding landfill assets and finance lease right-of-use assets)
Property, plant and equipment, net is stated at cost less accumulated depreciation. Expenditures for major renewals and improvements which extend the life or usefulness of the asset are capitalized. Items of an ordinary repair or maintenance nature are charged directly to operating expense as incurred. During the construction and development period of an asset, the costs incurred, including interest expense, are classified as construction-in-progress. When the asset is ready for its intended use, the asset is reclassified to an appropriate asset classification and depreciation or amortization commences.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company depreciates and amortizes the capitalized cost of these assets, using the straight-line method as follows:
Asset Classification Estimated Useful Life
Buildings and building improvements
Buildings 20 - 42 years
Leasehold and building improvements 2 - 45 years
Vehicles 2 - 15 years
Equipment
Capitalized software and computer equipment 3 - 5 years
Containers and railcars 8 - 16 years
All other equipment 4 - 30 years
Furniture and fixtures 5 - 8 years
Gains and losses on the sale of property, plant and equipment are included in Other income (expense), net. Fully depreciated assets are retained in property, plant and equipment and accumulated depreciation until they are removed from service.
The Company tests asset groups for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment in the carrying value of long-lived assets is recognized if the expected future undiscounted cash flows derived from the assets, or group of assets, are less than their carrying value. The Company did not record any impairment charges related to long-lived assets in the periods presented.
Goodwill
Goodwill is comprised of the purchase price of business acquisitions in excess of the fair value of the net assets acquired. Goodwill is reviewed for impairment annually as of December 31 or when events or changes in the business environment indicate the carrying value of a reporting unit may exceed its fair value. This review is performed by comparing the fair value of each reporting unit to its carrying value, including goodwill. If the fair value is less than the carrying amount, a loss is recorded for the excess of the carrying value over the fair value up to the carrying amount of goodwill.
The Company determines its reporting units by identifying the components of each operating segment. As of December 31, 2025, the Company had four reporting units consisting of, Environmental Sales and Service, Industrial Services, Environmental Facilities and Safety-Kleen Sustainability Solutions (“SKSS”). See Note 7, “Goodwill and Other Intangible Assets,” for additional information related to the Company's goodwill impairment tests.
Permits and Other Intangibles
Costs related to acquiring licenses, permits and intangible assets, such as legal fees, site surveys, engineering costs and other expenditures are capitalized. Other intangible assets consist primarily of customer and supplier relationships, trademarks and trade names and developed technology.
Permits relating to landfills are amortized on a units-of-consumption basis. All other permits are amortized over periods ranging from five to 30 years on a straight-line basis. Finite-lived other intangible assets are amortized on a straight-line basis over their respective useful lives, which range from two to 25 years.
All finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When such factors and circumstances exist, management compares the projected undiscounted future cash flows associated with the related asset or group of assets to the carrying amount. The impairment loss, if any, is measured as the excess of the carrying amount over the fair value of the asset or group of assets.
Indefinite-lived intangible assets are not amortized but are reviewed for impairment annually as of December 31, or when events or changes in the business environment indicate that the carrying value may be impaired. If the fair value of the asset is less than the carrying amount, the impairment loss is measured as the excess of the carrying value of the asset over its fair value.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Landfill Accounting
The Company amortizes landfill improvements over the estimated useful lives. The units-of-consumption method is used to amortize land, landfill cell construction, asset retirement costs and remaining landfill cells and sites. The Company also utilizes the units-of-consumption method to record closure and post-closure obligations for landfill cells and sites. Under the units-of-consumption method, the Company includes future estimated construction and asset retirement costs, as well as costs incurred to date, in the amortization base of the landfill assets. Additionally, where appropriate, as described below, the Company includes probable expansion airspace that has yet to be permitted in the calculation of the total remaining useful life of the landfill. If it is determined that expansion capacity should no longer be considered in calculating the recoverability of a landfill asset, the Company may be required to recognize an asset impairment or incur significantly higher amortization expense. If at any time the Company makes the decision to abandon the expansion effort, the capitalized costs related to the expansion effort are expensed immediately.
Landfill assets —Landfill assets include the costs of landfill site acquisition, permits and cell construction incurred to date. These amounts are recorded at cost, which includes capitalized interest as applicable. Landfill assets, net of amortization, are combined with management's estimate of the costs required to complete construction of the landfill to determine the amount to be amortized over the remaining estimated useful economic life of a site. Amortization of landfill assets is recorded on a units-of-consumption basis, such that the landfill assets should be completely amortized at the date the landfill ceases accepting waste. Amortization totaled $ 8.8 million, $ 10.6 million and $ 18.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. Changes in the determination of when the landfill will cease accepting waste, either through a business decision by the Company, determination that expansion capacity should no longer be considered probable or changes in estimates on annual airspace consumption, will impact the amortization expense of the landfill assets. Changes in estimated costs to complete construction are applied prospectively to the amortization rate.
Landfill capacity —Landfill capacity, which is the basis for the amortization of landfill assets and for the accrual of final closure and post-closure obligations, represents total permitted airspace plus unpermitted airspace that management believes is highly probable of ultimately being permitted. As of December 31, 2025, there were no unpermitted expansions included in the Company's landfill accounting model. If actual expansion airspace is significantly different from management's estimate of expansion airspace, the amortization rates used for the units-of-consumption method would change, therefore impacting the Company's profitability.
As of December 31, 2025, the Company had eight active landfill sites (including the Company's non-commercial landfill), which have estimated remaining lives (based on anticipated waste volumes and the remaining highly probable airspace) as follows:
Facility Name Location Remaining
Lives
(Years) Permitted Remaining Highly Probable Airspace
(cubic yards) (in thousands)
Buttonwillow California 17 4,597
Deer Trail Colorado 16 1,271
Grassy Mountain Utah 36 4,133
Kimball Nebraska 21 496
Lambton Ontario, Canada 41 3,983
Lone Mountain Oklahoma 52 13,528
Ryley Alberta, Canada 47 5,475
Sawyer North Dakota 59 3,136
36,619
At December 31, 2025 and 2024, the Company had no cubic yards of permitted, but not highly probable, airspace.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents the remaining highly probable airspace from January 1, 2024 through December 31, 2025 (in thousands of cubic yards):
2025 2024
Remaining capacity, beginning of year 26,951 27,753
Changes in highly probable airspace, net 10,909 —
Consumed ( 1,241 ) ( 802 )
Remaining capacity, end of year 36,619 26,951
In the year ended December 31, 2025 a permit expansion for the Company’s Lone Mountain, Oklahoma facility became highly probable and was subsequently received.
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). The cells are typically discrete units, which require both separate construction and separate capping and closure procedures. Cell construction costs are the costs required to excavate and construct the landfill cell. These costs are typically amortized on a units-of-consumption basis, such that they are completely amortized when the specific cell ceases accepting waste. In some instances, the Company has landfills that are engineered and constructed as “progressive trenches.” In progressive trench landfills, a number of contiguous cells form a progressive trench. In those instances, the Company amortizes cell construction costs over the airspace within the entire trench, such that the cell construction costs will be fully amortized at the end of the trench useful life.
The design and construction of a landfill does not create a landfill asset retirement obligation. Rather, the asset retirement obligation for cell closure (the cost associated with capping each cell) is incurred in relatively small increments as waste is placed in the landfill. Therefore, the cost required to construct the cell cap is capitalized as an asset retirement cost and a liability of an equal amount is established, based on the discounted cash flow associated with each capping event, as airspace is consumed. 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, 2025 and 2024 was $ 59.8 million and $ 59.4 million, 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. The Company develops estimates for the cost of these activities based on an evaluation of site-specific facts and circumstances, including the Company's interpretation of current regulatory requirements and proposed regulatory changes. Such estimates may change in the future due to various circumstances including, but not limited to, permit modifications, changes in legislation or regulations, technological changes and results of environmental studies.
Final closure costs are the costs incurred after the site ceases to accept waste, but before the landfill is certified as closed by the applicable state regulatory agency. These costs generally include the costs required to cap the final cell of the landfill (if not included in cell closure), the costs required to dismantle certain structures for landfills and other landfill improvements, and regulation-mandated groundwater monitoring and leachate management. Post-closure costs involve the maintenance and monitoring of a landfill site that has been certified closed by the applicable regulatory agency. These costs generally include groundwater monitoring and leachate management. Regulatory post-closure periods are generally 30 years after landfill closure. Final closure and post-closure obligations are accrued on a units-of-consumption basis, such that the present value of the final closure and post-closure obligations are fully accrued at the date the landfill ceases accepting waste.
Cell closure, final closure and post-closure costs (also referred to as “asset retirement obligations”) are calculated by estimating the total obligation in current dollars, adjusted for future inflation estimates and discounted at the Company's credit-adjusted risk-free interest rate ( 6.53 % and 6.57 % during 2025 and 2024, respectively).
Non-Landfill Closure and Post-Closure Liabilities
The balance of non-landfill closure and post-closure liabilities at December 31, 2025 and 2024 was $ 75.6 million and $ 70.4 million, respectively. Non-landfill closure and post-closure obligations arise when the Company commences non-landfill facility operations and include costs required to dismantle and decontaminate certain structures and other costs incurred during the closure process. Post-closure costs, if required, include associated maintenance and monitoring costs as required by the closure permit. Post-closure periods are performance-based and are not typically specified in terms of years in the closure permit, but generally range from 10 to 30 years or more.
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The Company records its non-landfill closure and post-closure liability by: (i) estimating the current cost of closing a non-landfill facility and the post-closure care of that facility, if required, based upon the closure plan that the Company is required to follow under its operating permit, or in the event the facility operates with a permit that does not contain a closure plan, based upon legally enforceable closure commitments made by the Company to various government agencies; (ii) estimates as to when future operations may cease; (iii) cost estimates of closing the non-landfill facility using the inflation rate to the time of closing; and (iv) discounting the future value back to the present using the credit-adjusted risk-free interest rate.
The estimates for non-landfill closure and post-closure liabilities are inherently uncertain due to the possibility that permit and regulatory requirements will change in the future, impacting the estimation of total costs and the timing of the expenditures. Management reviews non-landfill closure and post-closure liabilities for changes to key assumptions that would impact the amount of the recorded liabilities. Changes that would prompt management to revise a liability estimate include changes in legal requirements that impact the Company's expected closure plan or scope of work, in the market price of a significant cost item, in the estimate as to when future operations at a location might cease or in the expected timing of the costs. Changes in estimates for non-landfill closure and post-closure events immediately impact the liability and the value of the corresponding asset. If a change is made to a fully-amortized asset, the adjustment is charged immediately to expense. When a change in estimate relates to an asset that has not been fully amortized, the adjustment to the asset is recognized in income prospectively as a component of amortization. Historically, changes to non-landfill closure and post-closure estimates have not been material.
Remedial Liabilities
The balance of remedial liabilities at December 31, 2025 and 2024 was $ 95.4 million and $ 111.7 million, respectively. Remedial liabilities, including Superfund liabilities, include the costs of removal or containment of contaminated material, treatment of potentially contaminated groundwater and maintenance and monitoring costs necessary to comply with regulatory requirements. Most of the Company's remedial liabilities relate to the active and inactive hazardous waste treatment and disposal facilities which the Company acquired and Superfund sites owned by third-parties for which the Company, or the prior owners of certain of the Company's facilities for which the Company may have certain indemnification obligations, have been identified as potentially responsible parties (“PRPs”) or potential PRPs. The Company's estimate of remedial liabilities involves an analysis of such factors as: (i) the nature and extent of environmental contamination (if any); (ii) the terms of applicable permits and agreements with regulatory authorities as to cleanup procedures and whether modifications to such permits and agreements will likely need to be negotiated; (iii) the cost of performing anticipated cleanup activities based upon current technology; and (iv) in the case of Superfund and other sites where other parties will also be responsible for a portion of the cleanup costs, the likely allocation of such costs and the ability of such other parties to pay their share. The measurement of remedial liabilities is reviewed at least quarterly and changes in estimates are recognized in the consolidated statements of operations when identified.
Where the Company concludes that it is probable that a liability has been incurred and an amount can be estimated, a liability is recognized. Remedial liabilities are inherently difficult to estimate. Estimating remedial liabilities requires that the existing environmental contamination be understood. There are risks that the actual quantities of contaminants differ from the results of the site investigation, and that contaminants exist that have not been previously identified. In addition, the value of the remedial liabilities is dependent on the remedial method selected. There is a risk that funds will be expended on a remedial solution that is not successful, which could result in the Company incurring the incremental costs of an alternative solution. Such estimates, which are subject to change, are subsequently revised if and when additional or new information becomes available.
Remedial liabilities are discounted when the timing of the payments is determinable and the amounts are estimable. In the case of remedial liabilities assumed in connection with acquisitions, acquired liabilities are recorded at fair value as of the dates of the acquisitions calculated by inflating costs in current dollars using an estimate of future inflation rates as of the respective acquisition dates until the expected time of payment, and then discounting the amount of the payments to their present value using a risk-free discount rate as of the acquisition dates. Discount rates used in the present value determination of the Company's remedial liabilities range from 1.37 % to 4.90 %.
Self-Insurance Liabilities
The Company self-insures a significant portion of expected losses related to workers' compensation, employee medical, comprehensive general liability and vehicle liability. Liabilities associated with these losses are recorded based on the Company's estimates of the ultimate cost to settle incurred claims. These recorded liabilities are estimated based on independent
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actuarial estimates and judgments which consider the frequency and settlement amount of historical claims data and are discounted to present value using a risk-free interest rate.
Revenue Recognition
The Company recognizes revenue when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The majority of the Company’s revenues are for services, which are recognized based on time and materials incurred at contractually agreed-upon rates. Product revenues are recognized when the products are delivered and control transfers to the customer. The Company’s payment terms vary by the type of customers and the products or services offered. The periods between invoicing and when payments are due are not significant. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company's shipping and handling costs are included in costs of revenues. In the course of operations, the Company collects sales tax and other excise taxes from its customers and recognizes a current liability, which is then relieved when the taxes are remitted to the appropriate government authorities. The Company excludes sales and other excise taxes that it collects from customers from its revenues.
Foreign Currency
The Company has international operations in Canada and administrative support services located in India. The functional currencies of foreign operations are the local currency and therefore assets and liabilities of those foreign operations are translated to U.S. Dollars at the exchange rate in effect at the balance sheet date and revenue and expenses at the average exchange rate for the period. Gains and losses from the translation of the consolidated financial statements of foreign subsidiaries into U.S. Dollars are included in stockholders' equity as a component of accumulated other comprehensive loss. Gains and losses from transactions not denominated in the functional currency of an entity are recognized in the consolidated statements of operations. Recorded balances that are denominated in a currency other than the functional currency are remeasured to the functional currency using the exchange rate at the balance sheet date and gains or losses are recorded in the consolidated statements of operations.
Defined Contribution Plan
The Company has defined contribution plans under which eligible employees may contribute up to the maximum amount as provided by law. The Company matches a portion of these employee contributions and contributed $ 31.5 million, $ 30.9 million and $ 28.8 million in 2025, 2024 and 2023 respectively.
Advertising Expense
Advertising costs are expensed as incurred. Advertising expense was $ 9.8 million in 2025, $ 11.4 million in 2024 and $ 10.9 million in 2023.
Stock-based Compensation
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which generally represents the vesting period. In addition, the Company issues awards with performance targets established prior to or at the grant date. The expense for these awards is recognized over the requisite service period when management believes it is probable those performance targets will be achieved, which could result in achievement of performance awards up to 200 % of the target share award. 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. In 2025, certain modifications were made to the terms of awards issued under the 2020 Stock Incentive Plan. Unvested and prospective awards were modified to allow for accelerated vesting of unvested awards in the event of death or certain disability at which point any unrecognized compensation is expensed immediately. Additionally, unvested and prospective awards were modified to include provisions for a “Qualified Retirement” event which, upon meeting certain age and tenure requirements and providing a required notice period allows for accelerated vesting of certain employee shares upon the retirement date. When employee share awards become subject to either of these criteria, any unrecognized compensation expense will be accelerated to match the employee’s remaining service period. The impact of these modifications on the current awards was immaterial in the period.
The fair value of shares issued under the Company’s 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 the Company’s common stock on the grant date, including the expected volatility of the stock, calculated based on a period of time generally
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commensurate with the expected term of the award and risk-free interest rates. Forfeitures are recognized as they occur. Stock-based compensation is recognized in selling, general and administrative expense.
Interest Rate Derivatives
The Company enters into interest rate derivative agreements as part of the overall strategy to hedge against fluctuations in variable interest rates. These interest rate derivatives swap a variable interest rate for a fixed interest rate and have been designated as cash flow hedges. The Company assesses the hedge’s effectiveness at the inception of the hedge and at regular intervals throughout the life of the derivative. 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 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.
The fair value of the interest rate swaps is calculated using discounted cash flow valuation methodologies based upon the one-month variable rate yield curves that are observable at commonly quoted intervals for the full term of the interest rate swaps and as such is considered a Level 2 measure according to the fair value hierarchy. The Company recognizes the fair value of the derivative instruments by counterparty as either a net asset, included in Other long-term assets, or net liability, included in Accrued expenses and other current liabilities, on the consolidated balance sheets.
Income Taxes
Current income tax expense approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based upon the temporary differences between the financial statement basis and tax basis of assets and liabilities as well as from net operating loss and tax credit carryforwards as measured by the enacted tax rates which will be in effect when these differences reverse. The effect of a change in tax rates on deferred tax assets and liabilities is generally recognized in income in the period that includes the enactment date. The Company evaluates the recoverability of future tax deductions and credits and a valuation allowance is established by tax jurisdiction when, based on an evaluation of both positive and negative objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized.
The Company recognizes and measures a tax benefit from uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The Company recognizes a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate or future recognition of an unrecognized benefit. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Liabilities for unrecognized tax benefits are included within Other long-term liabilities in the consolidated balance sheets.
Earnings per Share (“EPS”)
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.
Leases
The Company’s leases predominately relate to real estate, equipment, such as vehicles and industrial equipment utilized in operations, and rail cars utilized in connection with the Company’s transportation needs. Contracts are reviewed at inception to determine if the arrangement is a lease and, if so, whether it is an operating or finance lease. 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 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. daily, weekly or monthly) to satisfy immediate and/or short-term operational needs of the business which can arise based upon the nature of particular services performed. The Company has elected not to recognize right-of-use (“ROU”) assets
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and lease liabilities for these short-term leases. 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. Escalating lease payments that are based upon explicit amounts contained in the lease or an index (e.g., consumer price index) are included in the Company's determination of future lease payments to determine the ROU asset and lease liability recognized at the commencement date. Any differences in the future lease payments from initial recognition are not anticipated to be material and will be recorded as variable lease cost in the period incurred. 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 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. Leases containing purchase options are classified as finance leases only when it is reasonably certain that the Company will execute such options.
The Company uses its incremental borrowing rate on collateralized debt based on the information available at the lease commencement date in determining the present value of future lease payments as the implicit rate is typically not readily determinable.
For operating leases, lease cost is recognized on a straight-line basis over the lease term and is included in cost of revenues or selling, general and administrative expenses depending on the use of the asset. For finance leases, ROU assets are amortized on a straight-line basis and interest expense is recognized based on the incremental borrowing rate. Finance lease amortization is recognized in depreciation and amortization and finance lease related interest expense is recognized in interest expense, net of interest income.
Recent Accounting Pronouncements
Accounting Pronouncements Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances income tax disclosures related to the tax rate reconciliation and income taxes paid. The Company adopted ASU No. 2023-09 using the retrospective approach for the year ended December 31, 2025. The only significant impact from the adoption of this standard relates to incremental disclosures now required. See Note 12, “Income Taxes,” for the applicable income tax disclosures required by this guidance.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive
Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , 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 future consolidated financial statement disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) : Targeted Improvements to the Accounting for Internal-Use Software , which is intended to modernize the accounting for internal-use software costs. The amendment eliminates the previous accounting model based on software development stages and aligns with current agile implementation principles. Under the new guidance, capitalization begins when management has authorized and committed to funding the project, and it is probable that the software will be completed and used for its intended purpose. The amendments are effective in annual periods beginning after December 15, 2027, and interim periods within those years, with early adoption permitted. The amendment may be applied on a prospective, retrospective or modified retrospective basis. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.
(3) REVENUES
The Company generates revenues through the following operating segments: 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
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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:
Technical Services —Technical Services contribute to the revenues of the Environmental Services operating segment. Revenues for these services are generated from fees charged for waste material management and disposal services including onsite environmental management services, remediation projects, collection and transportation, packaging, recycling, treatment and disposal of waste. These services handle hazardous and/or non-hazardous waste, including per- and polyfluoroalkyl substances (“PFAS”). Revenue is primarily generated by short-term projects, most of which are governed by master service agreements that are long-term in nature and outline the pricing and legal frameworks for such arrangements. Services are provided based on purchase orders or agreements with the customer and include prices based upon units of volume of waste, material and personnel costs as well as transportation and other fees. 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, 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. For such arrangements, transportation and disposal are considered distinct performance obligations and the Company allocates revenue to each based on the relative standalone selling price (i.e., the estimated price that a customer would pay for the services on a standalone basis). Revenues and the related costs from waste that is not yet completely processed and disposed of are deferred. The deferred revenues and costs are recognized when the services are completed. 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.
Industrial Services —Industrial Services contribute to the revenues of the Environmental Services operating segment. These revenues are primarily generated from industrial and specialty services provided to refineries, chemical plants, manufacturing facilities, power generation companies and other industrial customers throughout North America. Services include in-plant cleaning and maintenance services, plant outage and turnaround services, specialty cleaning services including chemical cleaning, pigging and high and ultra-high pressure water cleaning, leak detection and repair, daylighting, production services and upstream energy services. Services are provided based on purchase orders or agreements with the customer and include prices based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services 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.
Field and Emergency Response Services —Field and Emergency Response Services, which includes contributions from the acquisition of 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, 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. Emergency response services also include spill cleanup on land and water, as well as contagion disinfection, decontamination and disposal services. Field and emergency response services are provided based on purchase orders or agreements with customers and include prices generally based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services 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. 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. 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
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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 the 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. The duration of such services can be over a number of hours or several days. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Product revenue is recognized upon the transfer of control whereby control transfers when the products are delivered to the customer. Containerized waste services consist of profiling, collecting, transporting and recycling or disposing of a wide variety of waste. Related 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. 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. 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 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. 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):
For the year ended December 31, 2025
Environmental Services Safety-Kleen Sustainability Solutions Corporate Total
Primary Geographical Markets
United States $ 4,705,709 $ 784,989 $ 186 $ 5,490,884
Canada 440,645 99,308 — 539,953
Total third-party revenues $ 5,146,354 $ 884,297 $ 186 $ 6,030,837
Sources of Revenue
Technical Services $ 1,859,705 $ — $ — $ 1,859,705
Industrial Services and Other 1,327,883 — 186 1,328,069
Field and Emergency Response Services 937,362 — — 937,362
Safety-Kleen Environmental Services 1,021,404 290,423 — 1,311,827
Safety-Kleen Oil — 593,874 — 593,874
Total third-party revenues $ 5,146,354 $ 884,297 $ 186 $ 6,030,837
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For the year ended December 31, 2024
Environmental Services Safety-Kleen Sustainability Solutions Corporate Total
Primary Geographical Markets
United States $ 4,510,845 $ 841,171 $ 407 $ 5,352,423
Canada 449,480 88,049 — 537,529
Total third-party revenues $ 4,960,325 $ 929,220 $ 407 $ 5,889,952
Sources of Revenue
Technical Services $ 1,733,550 $ — $ — $ 1,733,550
Industrial Services and Other 1,377,502 — 407 1,377,909
Field and Emergency Response Services 895,120 — — 895,120
Safety-Kleen Environmental Services 954,153 229,730 — 1,183,883
Safety-Kleen Oil — 699,490 — 699,490
Total third-party revenues $ 4,960,325 $ 929,220 $ 407 $ 5,889,952
For the year ended December 31, 2023
Environmental Services Safety-Kleen Sustainability Solutions Corporate Total
Primary Geographical Markets
United States $ 4,022,394 $ 846,339 $ 447 $ 4,869,180
Canada 447,515 92,457 — 539,972
Total third-party revenues $ 4,469,909 $ 938,796 $ 447 $ 5,409,152
Sources of Revenue
Technical Services $ 1,563,847 $ — $ — $ 1,563,847
Industrial Services and Other 1,418,938 — 447 1,419,385
Field and Emergency Response Services 609,913 — — 609,913
Safety-Kleen Environmental Services 877,211 224,830 — 1,102,041
Safety-Kleen Oil — 713,966 — 713,966
Total third-party revenues $ 4,469,909 $ 938,796 $ 447 $ 5,409,152
Contract Balances
(in thousands) December 31, 2025 December 31, 2024
Receivables $ 1,044,137 $ 1,015,357
Contract assets (unbilled receivables) 160,888 162,215
Contract liabilities (deferred revenue) 81,529 88,545
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits or deferred revenue (contract liabilities) on the consolidated balance sheet. Generally, billing occurs subsequent to revenue recognition, as a right to payment is not just subject to passage of time, resulting in contract assets, which are generally classified as current. The Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. 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 are generally fully recognized in the subsequent three-month period.
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Variable Consideration
The nature of the Company's contracts give rise to certain types of variable consideration, including in limited cases volume discounts. Accordingly, management establishes a revenue allowance to cover the estimated amounts of revenue that may need to be credited to customers' accounts in future periods. The Company estimates the amount of variable consideration included in the estimated transaction price based on historical experience, anticipated performance and management's best judgment at the time. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. There have been no material changes in estimates of variable consideration in the periods presented.
Contract Costs
Contract costs include direct and incremental costs to obtain or fulfill a contract. Parts washer costs include costs of solvent, commissions paid relating to revenue generated from parts washer services, and transportation costs associated with transferring the product picked up from the service as it is brought to the Company’s facilities or third-party sites. Costs related to the treatment of waste include costs for waste receiving, drum movement and storage, waste consolidation and transportation between facilities.
The Company’s contract costs that are subject to capitalization are comprised of costs associated with parts washer services and with the treatment and disposal of waste. As of December 31, 2025 and 2024, the Company's deferred contract costs totaled $ 27.9 million and $ 28.2 million, respectively. 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 Prepaid expenses and other current assets in the Company’s consolidated balance sheets. The deferred contract cost balances at the beginning of each period presented were fully recognized as a cost of revenue in the subsequent three-month period.
(4) BUSINESS COMBINATIONS
Proposed 2026 Acquisition
On February 17, 2026, the Company signed a purchase agreement to acquire certain environmental businesses of Depot Connect International for an all-cash purchase price of approximately $ 130.0 million, subject to customary closing adjustments. The Company intends to fund this acquisition with available cash. Once complete, the operations of the acquired businesses will expand the Environmental Services segment’s technical services and field services operations and includes two permitted waste treatment facilities. The acquisition is expected to close in the first half of 2026, subject to customary closing conditions.
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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. The operations of HEPACO expand the Environmental Services segment’s field services business.
The Company finalized the purchase accounting for this acquisition in the first quarter of 2025. The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of March 22, 2024. The following table summarizes the preliminary and final determination and recognition of assets acquired and liabilities assumed (in thousands):
At Acquisition Date As Reported December 31, 2024 Measurement Period Adjustments Final Allocation At Acquisition Date
Accounts receivable, including unbilled receivables $ 69,072 $ ( 856 ) $ 68,216
Inventories and supplies 384 — 384
Prepaid expenses and other current assets 4,383 ( 123 ) 4,260
Property, plant and equipment 47,125 385 47,510
Permits and other intangibles 130,500 — 130,500
Operating lease right-of-use assets 9,385 — 9,385
Other long-term assets 5,712 1,133 6,845
Accounts payable
( 30,602 ) — ( 30,602 )
Accrued expenses and other current liabilities ( 16,005 ) ( 300 ) ( 16,305 )
Current portion of operating lease liabilities ( 2,758 ) — ( 2,758 )
Operating lease liabilities, less current portion ( 6,627 ) — ( 6,627 )
Closure and post-closure liabilities ( 2,492 ) ( 385 ) ( 2,877 )
Remedial liabilities
( 2,435 ) — ( 2,435 )
Other long-term liabilities ( 374 ) — ( 374 )
Total identifiable net assets 205,268 ( 146 ) 205,122
Goodwill 186,911 146 187,057
Total purchase price $ 392,179 $ — $ 392,179
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 Company recorded the excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tan gible and intangible assets acquired and liabilities assumed, as goodwill. 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.
P ro 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.
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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. 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 Company finalized the purchase accounting for this acquisition in the first quarter of 2025. The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of March 1, 2024. The following table summarizes the preliminary and final determination and recognition of assets acquired and liabilities assumed (in thousands):
At Acquisition Date As Reported December 31, 2024 Measurement Period Adjustments Final Allocation At Acquisition Date
Accounts receivable, including unbilled receivables $ 5,855 $ ( 8 ) $ 5,847
Inventories and supplies 6,598 — 6,598
Prepaid expenses and other current assets 408 — 408
Property, plant and equipment 55,615 35 55,650
Permits and other intangibles 14,500 — 14,500
Operating lease right-of-use assets 3,615 — 3,615
Other long-term assets 92 — 92
Accounts payable
( 7,752 ) — ( 7,752 )
Accrued expenses and other current liabilities ( 1,145 ) 17 ( 1,128 )
Current portion of operating lease liabilities ( 1,823 ) — ( 1,823 )
Operating lease liabilities, less current portion ( 1,792 ) — ( 1,792 )
Closure and post-closure liabilities ( 8,929 ) ( 35 ) ( 8,964 )
Remedial liabilities
( 2,757 ) 90 ( 2,667 )
Total identifiable net assets 62,485 99 62,584
Goodwill 6,257 ( 99 ) 6,158
Total purchase price $ 68,742 $ — $ 68,742
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 Company recorded the excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangib le assets acquired and liabilities assumed, as goodwill. 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.
P ro 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.
During 2024, the Company completed the acquisition of three additional privately-owned businesses for $ 17.1 million in total cash consideration. The operations of the acquired businesses were consolidated into the Environmental Services and SKSS segments. The acquisitions of the acquired businesses were not material to the consolidated financial statements of the Company.
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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 purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of March 31, 2023. The following table summarizes the final determination and recognition of assets acquired and liabilities assumed (in thousands):
Final Allocation
Accounts receivable, including unbilled receivables $ 25,160
Inventories and supplies 228
Prepaid expenses and other current assets 1,302
Property, plant and equipment 26,719
Permits and other intangibles 28,900
Operating lease right-of-use assets 4,716
Other long-term assets 72
Accounts payable ( 7,240 )
Accrued expenses and other current liabilities ( 3,290 )
Current portion of operating lease liabilities ( 1,653 )
Operating lease liabilities, less current portion ( 3,063 )
Other long-term liabilities ( 560 )
Total identifiable net assets 71,291
Goodwill 39,564
Total purchase price $ 110,855
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 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 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.
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.
(5) INVENTORIES AND SUPPLIES
Inventories and supplies consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Supplies $ 217,028 $ 200,905
Oil and oil related products 123,883 152,992
Solvent and solutions 11,589 12,458
Other 19,588 18,302
Total inventories and supplies $ 372,088 $ 384,657
Oil and oil related products inventory has decreased due to lower volumes of oil inventory on hand at December 31, 2025 when compared with December 31, 2024 and overall cost decreases for the oil inventory. Supplies inventories consist primarily of critical spare parts to support the Company’s incinerator and re-refinery operations and other general supplies used in normal day-to-day operations. Stocking crucial spare parts, largely for the sustained functioning of the Company’s incinerator facilities, has resulted in a rise in the supplies inventory balance. 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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(6) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Land $ 193,438 $ 184,191
Asset retirement costs (non-landfill) 40,232 38,705
Landfill assets 278,700 258,138
Buildings and improvements (1)
753,404 719,439
Vehicles (2)
1,583,387 1,455,530
Equipment (3)
2,652,027 2,600,085
Construction in progress 90,182 70,305
5,591,370 5,326,393
Less - accumulated depreciation and amortization 3,050,303 2,878,452
Total property, plant and equipment, net $ 2,541,067 $ 2,447,941
___________________________________
(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 $ 294.2 million and $ 230.5 million, respectively.
(3) Balances inclusive of gross ROU assets classified as finance leases of $ 17.4 million and $ 9.2 million, respectively.
Depreciation expense, inclusive of landfill and finance lease amortization was $ 392.1 million, $ 346.5 million and $ 315.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company recorded $ 2.2 million, $ 11.2 million and $ 6.6 million of capitalized interest in 2025, 2024 and 2023, respectively. The capitalized interest in 2023 and 2024 was mainly due to the construction of the new incinerator in Kimball, Nebraska, which was completed in late 2024.
(7) GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in goodwill for the years ended December 31, 2025 and 2024 were as follows (in thousands):
Environmental Services Safety-Kleen Sustainability Solutions Total
Balance at January 1, 2024 $ 1,112,013 $ 175,723 $ 1,287,736
Increase from current period acquisitions 186,911 6,457 193,368
Measurement period adjustments from prior period acquisition 218 — 218
Foreign currency translation ( 2,938 ) ( 1,185 ) ( 4,123 )
Balance at December 31, 2024 $ 1,296,204 $ 180,995 $ 1,477,199
Measurement period adjustments from prior period acquisitions 146 ( 99 ) 47
Decrease from disposition of business (1)
( 538 ) — ( 538 )
Foreign currency translation 1,666 676 2,342
Balance at December 31, 2025 $ 1,297,478 $ 181,572 $ 1,479,050
___________________________________
(1) In 2025, the Company sold a non-core business unit. The transaction was immaterial to the financial statements.
The Company assesses goodwill for impairment on an annual basis as of December 31 or at an interim date when it is more likely than not that events or changes in the business environment (“triggering events”) would reduce the fair value of a reporting unit below its carrying value. The Company did not identify any triggering events in the years presented.
Goodwill is also tested for impairment annually. The Company conducted its annual impairment test of goodwill as of December 31, 2025 and determined that no adjustment to the carrying value of goodwill for any reporting unit was necessary because the fair values of the reporting units exceeded their respective carrying values. The fair value of all reporting units was determined using an income approach based upon estimates of future discounted cash flows. The resulting estimates of fair value were validated through the consideration of other factors such as the fair value of comparable companies to the reporting units and a reconciliation of the sum of all estimated fair values of the reporting units to the Company’s overall market capitalization. In all cases, the estimated fair values of the reporting units significantly exceeded the respective carrying values.
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Significant judgments and unobservable inputs, categorized as Level 3 in the fair value hierarchy, are inherent in the impairment tests performed and include assumptions about the amount and timing of expected future cash flows, growth rates, and the determination of appropriate discount rates. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The Company believes that the assumptions used in its impairment tests are reasonable, but variations in any of the assumptions may result in different measurements of fair values.
As of December 31, 2025 and 2024, the Company's intangible assets consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Cost Accumulated
Amortization Net Cost Accumulated
Amortization Net
Permits $ 196,224 $ 132,308 $ 63,916 $ 191,921 $ 123,939 $ 67,982
Customer and supplier relationships
698,381 292,813 405,568 697,326 256,657 440,669
Other intangible assets 121,030 57,438 63,592 120,316 46,490 73,826
Total amortizable permits and other intangible assets
1,015,635 482,559 533,076 1,009,563 427,086 582,477
Trademarks and trade names 119,951 — 119,951 119,510 — 119,510
Total permits and other intangible assets
$ 1,135,586 $ 482,559 $ 653,027 $ 1,129,073 $ 427,086 $ 701,987
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 .
Amortization expense of permits, customer and supplier relationships and other intangible assets for the years ended December 31, 2025, 2024 and 2023 were $ 53.9 million, $ 54.4 million and $ 50.3 million, respectively.
The expected amortization of the net carrying amount of finite-lived intangible assets at December 31, 2025 was as follows (in thousands):
Years ending December 31, Expected
Amortization
2026 $ 52,443
2027 50,364
2028 48,998
2029 47,920
2030 37,426
Thereafter 295,925
$ 533,076
(8) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Accrued compensation and benefits $ 144,689 $ 134,458
Accrued insurance 116,675 112,367
Accrued interest 30,893 33,259
Accrued income, real estate, sales and other taxes 42,082 35,394
Accrued other 107,449 103,967
$ 441,788 $ 419,445
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, 2025 and 2024, accrued insurance included employee medical insurance costs of $ 24.1 million and $ 23.9 million, respectively, and accruals for losses under workers' compensation, comprehensive general liability and vehicle liability self-insurance programs of $ 88.9 million and $ 83.7 million, respectively.
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(9) CLOSURE AND POST-CLOSURE LIABILITIES
The changes to closure and post-closure liabilities (also referred to as “asset retirement obligations”) from January 1, 2024 through December 31, 2025 were as follows (in thousands):
Landfill
Retirement
Liability Non-Landfill
Retirement
Liability Total
Balance at January 1, 2024 $ 59,443 $ 59,157 $ 118,600
Liabilities assumed in acquisitions — 11,421 11,421
New asset retirement obligations 2,118 — 2,118
Accretion 5,069 4,489 9,558
Changes in estimates recorded to consolidated statement of operations 70 ( 295 ) ( 225 )
Changes in estimates recorded to consolidated balance sheet 4,335 402 4,737
Environmental expenditures ( 11,210 ) ( 4,466 ) ( 15,676 )
Currency translation and other ( 425 ) ( 320 ) ( 745 )
Balance at December 31, 2024 59,400 70,388 129,788
Measurement period adjustments from prior period acquisitions — 420 420
New asset retirement obligations 3,839 — 3,839
Accretion 5,013 5,552 10,565
Changes in estimates recorded to consolidated statement of operations 446 ( 332 ) 114
Changes in estimates recorded to consolidated balance sheet ( 4,410 ) 906 ( 3,504 )
Environmental expenditures ( 4,719 ) ( 1,446 ) ( 6,165 )
Currency translation and other 194 77 271
Balance at December 31, 2025 $ 59,763 $ 75,565 $ 135,328
In the year ended December 31, 2025, there were no significant benefits or charges resulting from changes in estimates for closure and post-closure liabilities.
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):
Years ending December 31,
2026 $ 10,290
2027 13,906
2028 20,063
2029 8,738
2030 1,723
Thereafter 294,466
Undiscounted closure and post-closure liabilities 349,186
Less: Discount at credit-adjusted risk-free rate ( 115,489 )
Less: Undiscounted estimated closure and post-closure liabilities relating to airspace not yet consumed ( 98,369 )
Present value of closure and post-closure liabilities $ 135,328
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(10) REMEDIAL LIABILITIES
The changes to remedial liabilities from January 1, 2024 through December 31, 2025 were as follows (in thousands):
Remedial
Liabilities for
Landfill Sites Remedial
Liabilities for
Inactive Sites Remedial
Liabilities
(Including
Superfund) for
Non-Landfill
Operations Total
Balance at January 1, 2024 $ 1,880 $ 60,277 $ 49,086 $ 111,243
Liabilities assumed in acquisitions — — 5,192 5,192
Accretion 92 2,292 1,514 3,898
Changes in estimates recorded to consolidated statement of operations 29 573 3,762 4,364
Environmental expenditures ( 53 ) ( 6,078 ) ( 5,715 ) ( 11,846 )
Currency translation and other — ( 28 ) ( 1,078 ) ( 1,106 )
Balance at December 31, 2024 1,948 57,036 52,761 111,745
Measurement period adjustments from prior period acquisition — — ( 90 ) ( 90 )
Accretion 93 2,353 1,315 3,761
Changes in estimates recorded to consolidated statement of operations ( 66 ) ( 860 ) ( 9,296 ) ( 10,222 )
Environmental expenditures ( 47 ) ( 4,163 ) ( 5,724 ) ( 9,934 )
Currency translation and other — 157 ( 48 ) 109
Balance at December 31, 2025 $ 1,928 $ 54,523 $ 38,918 $ 95,369
In the year ended December 31, 2025, the Company decreased its remedial liability for a site by approximately $ 10 million due to its conclusion that loss was no longer probable based on the evaluation of available evidence.
Anticipated payments at December 31, 2025 (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):
Years ending December 31,
2026 $ 8,822
2027 12,819
2028 8,696
2029 8,930
2030 6,916
Thereafter 84,266
Undiscounted remedial liabilities 130,449
Less: Discount at risk free rate ( 35,080 )
Total remedial liabilities $ 95,369
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The following table presents the Company's estimated remedial liabilities and reasonably possible additional liabilities as of December 31, 2025 disaggregated by facility/site type (in thousands, except percentages):
Type of Facility or Site Remedial
Liabilities % of Total Reasonably Possible
Additional Liabilities (1)
Inactive facilities not used in active conduct of the Company's business, most of which were assumed through prior period acquisitions ( 28 facilities)
$ 54,476 57.1 % $ 10,164
Facilities now used in active conduct of the Company's business ( 58 facilities)
33,425 35.1 7,267
Superfund sites ( 13 sites)
7,468 7.8 1,120
Total $ 95,369 100.0 % $ 18,551
___________________________________
(1) Amounts represent the high end of the range of management's best estimate of the reasonably possible additional liabilities.
The following table presents the Company's estimated remedial liabilities and reasonably possible additional liabilities as of December 31, 2025 disaggregated by facilities/sites which represent at least 5 % of the total and with all other facilities/ sites combined (in thousands, except percentages):
Location Type of Facility or Site Remedial
Liabilities (1)
% of Total Reasonably
Possible
Additional
Liabilities (2)
Baton Rouge, LA Closed incinerator and landfill
$ 24,558 25.8 % $ 3,751
Bridgeport, NJ Closed incinerator 16,866 17.7 3,586
Linden, NJ Operating solvent recycling center 8,645 9.1 1,954
Various All other incinerators, landfills, wastewater treatment facilities and service centers ( 83 facilities)
37,832 39.6 8,140
Various Superfund sites (each representing less than 5 % of total liabilities) ( 13 sites)
7,468 7.8 1,120
Total $ 95,369 100.0 % $ 18,551
_________________________________
(1) $ 11.4 million of the $ 95.4 million remedial liabilities include estimates related to the legal and administrative proceedings discussed in Note 17, “Commitments and Contingencies.”
(2) Amounts represent the high end of the range of management's best estimate of the reasonably possible additional liabilities.
Revisions to remediation reserve requirements may result in upward or downward adjustments to income from operations in any given period. The Company believes that its extensive experience in the environmental services business, as well as its involvement with a large number of sites, provides a reasonable basis for estimating its aggregate liability. It is possible, however, that future changes in available technology, regulatory or enforcement developments, the results of environmental studies or other factors could necessitate the recording of additional liabilities or the revision of currently recorded liabilities that could be material. Since the Company's satisfaction of the liabilities will occur over many years, the Company cannot reasonably predict the nature or extent of possible future events or the impact that those events, if any, might have on the current estimates of remedial liabilities.
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(11) FINANCING ARRANGEMENTS
Long-term Debt
The following table is a summary of the Company's long-term debt (in thousands):
December 31, 2025 December 31, 2024
Current Portion of Long-Term Debt:
Secured senior term loans $ 12,600 $ 15,102
Long-Term Debt:
Secured senior term loans due October 9, 2032 (“2032 Term Loans”)
$ 1,247,400 $ —
Secured senior term loans due October 8, 2028 (“2028 Term Loans”)
— 1,449,796
Unsecured senior notes, at 4.875 %, due July 15, 2027 (“2027 Notes”)
— 545,000
Unsecured senior notes, at 5.125 %, due July 15, 2029 (“2029 Notes”)
300,000 300,000
Unsecured senior notes, at 6.375 %, due February 1, 2031 (“2031 Notes”)
500,000 500,000
Unsecured senior notes, at 5.750 %, due October 15, 2033 (“2033 Notes”)
745,000 —
Long-term debt, at par 2,792,400 2,794,796
Unamortized debt issuance costs ( 28,837 ) ( 23,679 )
Long-term debt, at carrying value $ 2,763,563 $ 2,771,117
As of December 31, 2025 and 2024, the estimated fair value of the Company’s outstanding long-term debt, including the current portion, was $ 2.8 billion in both periods. The Company’s estimates of fair value of its long-term debt, including the current portion, are based on quoted market prices or other available market data which are considered Level 2 measures according to the fair value hierarchy. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotation or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities.
As of December 31, 2025, the Company had an aggregate principal amount outstanding of $ 1,260.0 million under the Seventh Amendment to the Company’s Secured Senior Term Loans dated as of October 9, 2025 (the “Term Loan Agreement”). As of December 31, 2024, the Company had an aggregate principal amount outstanding of $ 1,464.9 million under the Sixth Amendment to the Term Loan Agreement.
The table below describes the key terms of the Company’s Secured Senior Term Loan amendments, including any historical changes occurring during the periods presented in these financial statements:
Effective Date Maturity Date SOFR Margin (1)
US Base Rate Margin (1)
Credit Spread Adjustment Aggregate Principal Amount (in 000s)
Seventh Amendment (2)
10/9/2025 10/9/2032 1.50 % 0.50 % — % $ 1,260,000
Sixth Amendment 10/8/2024 10/8/2028 1.75 % 0.75 % — % 1,480,000
Fifth Amendment (3)
3/22/2024 10/8/2028 1.75 % 0.75 % 0.11448 % 1,480,000
Fourth Amendment 12/27/2023 10/8/2028 1.75 % 0.75 % 0.11448 % 980,000
Third Amendment 1/24/2023 10/8/2028 2.00 % 1.00 % 0.11448 % 980,000
___________________________________
(1) The Term Loan Agreement provides for Term SOFR adjustments for other interest periods and a US Base Rate Margin; however, the Company elects one-month Term SOFR for interest payments. Interest is paid monthly.
(2) Proceeds from the Seventh Amendment to the Term Loan Agreement along with certain proceeds of the 2033 Notes and cash on hand were used to refinance in full all existing term loans outstanding under the Sixth Amendment.
(3) The Fifth Amendment to the Term Loan Agreement provided for the issuance of additional term loans with an aggregate principal amount of $ 500.0 million which were used to fund the acquisitions completed during 2024, with the excess increasing the Company’s cash balances.
The Company’s obligations under the Term Loan Agreement are guaranteed by substantially all of the Company’s domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors. The Amended Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default, which the Company believes are usual and customary for an agreement of this type. Such covenants restrict the Company’s
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ability, among other matters, to incur debt, create liens on the Company’s assets, make restricted payments or investments or enter into transactions with affiliates.
The Company’s obligations under the Term Loan Agreement may be prepaid at any time without premium or penalty (other than customary breakage costs with respect to Term SOFR-based loans), except if the Company engages in certain repricing transactions before April 9, 2026, in which event a 1.0 % prepayment premium would be due.
During the year ended December 31, 2025 the Company recognized loss on early extinguishment of debt of $ 8.3 million due to the changes in the Term Loan Agreement under the Seventh Amendment and the repayment of the 2027 Notes discussed below.
Unsecured Senior Notes
The table below describes the key terms of the Company’s Unsecured Senior Notes:
Effective Date Maturity Date Interest Rate Interest Payment Dates Interest Commencement Date Aggregate Principal Amount
(in thousands)
2033 Notes 10/9/2025 10/15/2033 5.750 % April 15, October 15 4/15/2026 $ 745,000
2031 Notes 1/24/2023 2/1/2031 6.375 % February 1, August 1 8/1/2023 500,000
2029 Notes 7/2/2019 7/15/2029 5.125 % January 15, July 15 1/15/2020 300,000
2027 Notes 7/2/2019 7/15/2027 4.875 % January 15, July 15 1/15/2020 545,000
The proceeds from the issuance of the 2033 Notes on October 9, 2025, were used toward the repayment of the Term Loans outstanding at that time as well as to pay off the outstanding principal balance of the 4.875 % 2027 Notes of $ 545.0 million.
The tables below depict the redemption prices of the outstanding unsecured senior notes as of December 31, 2025 (collectively, 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.
2029 Notes Percentage
July 15, 2026 and thereafter 100.000 %
2031 Notes Percentage
February 1, 2026 103.188 %
February 1, 2027 101.594 %
February 1, 2028 and thereafter 100.000 %
2033 Notes Percentage
October 15, 2028 102.875 %
October 15, 2029 101.438 %
October 15, 2030 and thereafter 100.000 %
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.
The Company may also redeem all or any portion of the 2033 Notes prior to October 15, 2028, 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 October 15, 2028, the Company may use net cash proceeds of one or more equity offerings to redeem up to 40 % in aggregate principal of the 2033 Notes at a redemption price equal to 105.750 % of the principal amount thereof plus accrued and unpaid interest thereon, if any, up to but not including the date of redemption.
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The Notes and the related indentures contain various customary non-financial covenants and are guaranteed by substantially all of the Company’s current and future domestic subsidiaries. The Notes are effectively subordinated to the Company's Term Loans, revolving credit facility and finance lease obligations to the extent of the value of the assets securing such secured indebtedness. The Notes are also effectively subordinated to all indebtedness and other liabilities of the Company's subsidiaries that are not guarantors of the Notes.
Revolving Credit Facility
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.
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. 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 0.50 % to 0.75 % per annum based primarily on such average liquidity. 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.
Letters of credit issued under the revolving credit facility are utilized primarily as security for the Company's insurance program that includes casualty and financial assurance.
The Company’s obligations under the revolving credit facility (including revolving loans and reimbursement obligations for outstanding letters of credit) are guaranteed by substantially all of the Company’s U.S. subsidiaries and secured by a first lien on the Company’s and its U.S. subsidiaries’ accounts receivable. 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.
As of December 31, 2025, the revolving credit facility had no outstanding loan balances, $ 453.5 million available to borrow and outstanding letters of credit of $ 146.5 million. The Company also had no outstanding loan balances as of December 31, 2024.
Cash Flow Hedges
The Company's strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements.
In 2022, the Company entered into interest rate swap agreements with a notional amount of $ 600.0 million (the “2022 Swaps”) to effectively fix the interest rate on $ 600.0 million principal of variable rate debt (initially the 2028 Term Loans and
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now the 2032 Term Loans, both of which had SOFR based variable interest payments). Under the terms of the 2022 Swaps, the Company receives interest based upon the variable rates and pays a fixed amount of interest. The 2022 Swaps expire on September 30, 2027. As of December 31, 2025 the effective annual interest rate of the fixed portion of the Term Loan Agreement as a result of the 2022 Swaps is 3.46 %.
The Company designated the 2022 Swaps as a cash flow hedge at the inception of the agreements. As of December 31, 2025 the Company recorded a derivative asset with a fair value of $ 13.6 million. The derivative asset balance as of December 31, 2024 was $ 32.4 million.
No ineffectiveness has been identified on the 2022 Swaps and, therefore the change in fair value is 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.
(12) INCOME TAXES
The domestic and foreign components of income before provision for income taxes were as follows (in thousands):
For the years ended December 31,
2025 2024 2023
Domestic $ 441,591 $ 444,118 $ 401,912
Foreign 86,376 89,325 101,367
Total $ 527,967 $ 533,443 $ 503,279
The provision for income taxes consisted of the following (in thousands):
For the years ended December 31,
2025 2024 2023
Current:
Federal $ 66,183 $ 68,321 $ 64,164
State 24,264 27,649 25,496
Foreign 20,783 16,737 23,078
111,230 112,707 112,738
Deferred
Federal 22,556 20,669 18,251
State 3,771 ( 4,415 ) ( 9,049 )
Foreign ( 564 ) 2,183 3,483
25,763 18,437 12,685
Provision for income taxes $ 136,993 $ 131,144 $ 125,423
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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, except percentages):
For the years ended December 31,
2025 2024 2023
Amount Percent Amount Percent Amount Percent
Adjusted pre-tax book income $ 527,967 $ 533,443 $ 503,279
U.S. federal statutory tax rate 110,873 21.0 % 112,023 21.0 % 105,689 21.0 %
State and local income taxes, net of federal income tax effect (1)
22,147 4.2 18,480 3.5 12,948 2.6
Foreign tax effects
Canada
Statutory tax rate difference between Canada and the United States ( 4,600 ) ( 0.9 ) ( 4,876 ) ( 0.9 ) ( 5,630 ) ( 1.1 )
Provincial income taxes 6,673 1.3 7,391 1.4 9,786 1.9
Divestiture of business ( 5,693 ) ( 1.1 ) — — — —
Other adjustments 4,701 0.9 ( 3,086 ) ( 0.6 ) 1,177 0.2
Other foreign jurisdictions 661 0.1 446 0.1 ( 160 ) —
Total foreign tax effects 1,742 0.3 ( 125 ) — 5,173 1.0
Effect of changes in tax laws or rates enacted in the current period — — — — — —
Effect of cross-border tax laws — — — — — —
Tax credits ( 1,000 ) ( 0.2 ) 3,099 0.6 2,144 0.4
Changes in valuation allowances ( 16 ) — ( 4,075 ) ( 0.8 ) ( 3,245 ) ( 0.6 )
Nontaxable and nondeductible items 156 — ( 7 ) — ( 940 ) ( 0.2 )
Changes in unrecognized tax benefits — — — — — —
Other adjustments 3,091 0.6 1,749 0.3 3,654 0.7
Effective tax rate $ 136,993 25.9 % $ 131,144 24.6 % $ 125,423 24.9 %
___________________________________
(1) In 2025 state taxes in California, Texas, Arkansas, Illinois, Louisiana, Massachusetts, New York and New Jersey comprise the majority of the state taxes, net of federal effect category. In 2024 and 2023 state taxes in California, Texas, Massachusetts, Illinois, Louisiana and New York comprise the majority of the state taxes, net of federal effect category.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law. The business tax provisions in the legislation did not have a material impact on the Company’s effective tax rate. Certain provisions, such as bonus depreciation, had a beneficial impact to cash taxes.
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Income taxes paid by jurisdiction, net of refunds received, consisted of the following (in thousands):
For the years ended December 31,
2025 2024 2023
Federal $ 64,802 $ 83,000 $ 54,670
State 30,407 30,958 27,664
Total Domestic 95,209 113,958 82,334
Foreign
Canada 19,395 13,471 47,186
Other Foreign Jurisdictions 3,300 3,177 2,794
Total Foreign 22,695 16,648 49,980
Total $ 117,904 $ 130,606 $ 132,314
No individual jurisdictions within the “State” or “Other Foreign Jurisdictions” captions above were equal to or greater than 5 percent of total income taxes paid, net of refunds received.
The components of the total net deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows (in thousands):
2025 2024
Deferred tax assets:
Provision for doubtful accounts $ 9,626 $ 14,808
Closure, post-closure and remedial liabilities 29,770 32,189
Operating lease liabilities 63,020 60,929
Accrued expenses 15,631 14,749
Accrued compensation and benefits 17,483 16,876
Net operating loss carryforwards (1)
57,298 48,331
Excess business interest (2)
13,116 22,078
Tax credit carryforwards
2,507 2,619
Stock-based compensation 5,822 4,877
Other 2,556 2,565
Total deferred tax assets 216,829 220,021
Deferred tax liabilities:
Property, plant and equipment ( 316,192 ) ( 311,546 )
Operating lease right-of-use assets ( 61,948 ) ( 59,999 )
Interest rate swap asset ( 3,674 ) ( 8,748 )
Permits and other intangible assets ( 165,672 ) ( 158,905 )
Prepaid expenses ( 12,640 ) ( 10,881 )
Total deferred tax liabilities ( 560,126 ) ( 550,079 )
Total net deferred tax liability before valuation allowance ( 343,297 ) ( 330,058 )
Less valuation allowance ( 34,418 ) ( 27,232 )
Net deferred tax liabilities $ ( 377,715 ) $ ( 357,290 )
___________________________________
(1) As of December 31, 2025, the net operating loss carryforwards included (i) gross state net operating loss carryforwards of $ 290.4 million which will begin to expire in 2026, (ii) gross federal net operating loss carryforwards of $ 75.7 million which will begin to expire in 2026 and (iii) gross foreign net operating loss carryforwards of $ 69.3 million which will begin to expire in 2026.
(2) The Company previously recognized U.S. federal income taxes related to the operations in Canada and has not accrued for any remaining undistributed foreign earnings. These amounts continue to be indefinitely reinvested. The amount of tax associated with those unrepatriated earnings is not expected to be material.
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A valuation allowance is required to be established when, based on an evaluation of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The components of the total valuation allowance as of December 31, 2025 and 2024 were as follows (in thousands):
2025 2024
Allowance related to:
Foreign tax credits $ 346 $ 346
Federal net operating losses 3,768 3,783
State net operating loss carryforwards 4,728 4,734
Foreign net operating loss carryforwards 16,072 14,543
Deferred tax assets of a Canadian subsidiary 251 3,521
Realized and unrealized capital losses 9,253 305
Total valuation allowance $ 34,418 $ 27,232
The Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations before 2017. The Company has ongoing U.S., state and local jurisdictional audits, as well as Canadian federal and provincial audits, all of which the Company believes will not result in material liabilities. The Company has not identified any material uncertain tax positions in the periods presented.
(13) EARNINGS PER SHARE
The computation of basic earnings per share (EPS) is based on the weighted average number of the Company’s common shares outstanding. The computation of diluted EPS is based on the weighted average number of the Company’s 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):
For the years ended December 31,
2025 2024 2023
Numerator for basic and diluted earnings per share:
Net income $ 390,974 $ 402,299 $ 377,856
Denominator:
Weighted average shares outstanding, basic 53,509 53,902 54,071
Dilutive impact of equity awards 207 297 311
Weighted average shares outstanding, diluted 53,716 54,199 54,382
Basic earnings per share $ 7.31 $ 7.46 $ 6.99
Diluted earnings per share $ 7.28 $ 7.42 $ 6.95
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 are issued on the last day of the offering period 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,
2025 2024 2023
Antidilutive restricted stock awards 2 10 12
Performance stock awards for which performance criteria was not attained at reporting date 89 39 89
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(14) STOCKHOLDERS' EQUITY
The Company has a Board approved share repurchase plan which 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. securities laws. As of December 31, 2025, the Company’s limit on that repurchase plan was $ 1.1 billion. On February 18, 2026, the Company’s Board of Directors authorized a $ 350 million expansion of the Company’s share repurchase program. The number of shares purchased and the timing of the purchases have depended and will depend on a number of factors including share price, cash required for future business plans, trading volume and other conditions. The Company has no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time.
During the years ended December 31, 2025, 2024 and 2023, the Company repurchased and retired a total of 1.1 million, 0.2 million and 0.3 million shares, respectively, of the Company's common stock for total costs of $ 249.8 million, $ 55.0 million and $ 51.2 million, respectively.
As of December 31, 2025, an additional $ 249.4 million remained available to repurchase shares under this program.
(15) ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component and related tax impacts for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):
Foreign Currency Translation Adjustments Unrealized (Loss) Gain on Available-For-Sale Securities
Unrealized Gain (Loss) on Fair Value of Interest Rate Hedges Unrealized Loss on Pension Total
Balance at January 1, 2023 $ ( 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 )
Other comprehensive income (loss) before reclassifications 22,188 157 ( 4,963 ) 586 17,968
Amounts reclassified out of accumulated other comprehensive loss — — ( 13,830 ) — ( 13,830 )
Tax (provision) benefit — ( 33 ) 5,074 ( 160 ) 4,881
Other comprehensive income (loss) 22,188 124 ( 13,719 ) 426 9,019
Balance at December 31, 2025 $ ( 214,514 ) $ 157 $ 9,933 $ ( 192 ) $ ( 204,616 )
The amounts realized in the consolidated statements of operations during the years ended December 31, 2025, 2024 and 2023 which were reclassified out of accumulated other comprehensive loss were as follows (in thousands):
For the years ended December 31,
Other Comprehensive Loss Component 2025 2024 2023 Location
Unrealized Gain (Loss) on Fair Value of Interest Rate Hedges (1)
$ 13,830 $ 19,582 $ 30,273 Interest expense, net of interest income
___________________________________
(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.
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(16) STOCK-BASED COMPENSATION
Stock-based Compensation
In 2020, the Company's shareholders approved the Clean Harbors, Inc. 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan provides for future awards of up to 2.5 million shares of the Company’s common stock (subject to certain anti-dilution adjustments) in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The 2020 Plan is administered by the Compensation and Human Capital Committee of the Company’s Board of Directors.
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. 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 dependent upon the satisfaction of certain performance conditions currently based on revenue, Adjusted EBITDA, Adjusted EBITDA margin, return on invested capital and a measure of workplace safety. In addition, performance stock awards include continued service conditions through the vesting date.
Total stock-based compensation cost recognized for the years ended December 31, 2025, 2024 and 2023 was $ 32.7 million, $ 28.0 million and $ 20.7 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense was $ 5.5 million, $ 5.1 million and $ 3.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Restricted Stock Awards
The following table summarizes information about restricted stock awards for the year ended December 31, 2025:
Restricted Stock Number of
Shares Weighted Average
Grant-Date
Fair Value
Balance at January 1, 2025 387,960 $ 143.69
Granted 101,900 228.47
Vested ( 142,134 ) 131.54
Forfeited ( 33,906 ) 149.78
Balance at December 31, 2025 313,820 $ 176.06
As of December 31, 2025, there was $ 36.8 million of total unrecognized compensation cost arising from restricted stock awards. This cost is expected to be recognized over a weighted average period of 2.3 years. The total fair value of restricted stock vested during 2025, 2024 and 2023 was $ 32.3 million, $ 31.9 million and $ 26.5 million, respectively.
Performance Stock Awards
The following table summarizes information about performance stock awards for the year ended December 31, 2025:
Performance Stock Number of
Shares Weighted Average
Grant Date
Fair Value
Balance at January 1, 2025 159,196 $ 102.09
Granted (1)
74,124 232.78
Vested ( 56,767 ) 135.59
Forfeited ( 29,149 ) 161.82
Balance at December 31, 2025 147,404 $ 182.63
________________
(1) The granted activity for performance stock awards is recorded based on the target performance level of 100 %. The actual number of performance share awards earned for the 2025 performance stock grants could range from 0 % to 200 % of target depending on the achievement of the pre-established performance goals.
As of December 31, 2025, there was $ 15.0 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 2.2 years. The total fair value of performance awards vested during 2025, 2024 and 2023 was $ 11.9 million, $ 8.6 million and $ 17.0 million, respectively.
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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. The contribution periods run from January to June and July to December with share issuances under the ESPP occurring on the closest business day on or prior to June 30 and December 31. A total of 500,000 shares of common stock are reserved for issuance under the ESPP. In 2025, 34,651 shares were issued under the plan. For the year ended December 31, 2025 and 2024 total stock-based compensation cost recognized for the ESPP was $ 1.6 million and $ 0.7 million, respectively.
(17) COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries are subject to legal proceedings and claims arising in the ordinary course of business. Actions filed against the Company arise from commercial and employment-related claims including alleged class actions related to sales practices and wage and hour claims. The plaintiffs in these actions may be seeking damages or injunctive relief or both. These actions are in various jurisdictions and stages of proceedings, and some are covered in part by insurance. In addition, the Company’s waste management services operations are regulated by federal, state, provincial and local laws enacted to regulate discharge of materials into the environment, remediation of contaminated soil and groundwater or otherwise protect the environment. This ongoing regulation results in the Company frequently becoming a party to legal or administrative proceedings involving all levels of government authorities and other interested parties. The issues involved in such proceedings generally relate to alleged violations of existing permits and licenses or alleged responsibility under federal or state Superfund laws to remediate contamination at properties owned either by the Company or by other parties (“third-party sites”) to which either the Company or the prior owners of certain of the Company’s facilities shipped waste.
At December 31, 2025 and 2024, the Company had recorded reserves of $ 16.2 million and $ 29.8 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, 2025 and 2024, the $ 16.2 million and $ 29.8 million, respectively, of reserves consisted of (i) $ 11.4 million and $ 23.3 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) $ 4.8 million and $ 6.5 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. The Company periodically adjusts the aggregate amount of these reserves when actual or probable liabilities are paid or otherwise discharged, new claims arise, or additional relevant information about existing or probable claims becomes available.
Legal or Administrative Proceedings
As of December 31, 2025, the principal legal and administrative proceedings in which the Company was involved, or which had been terminated during 2025, relate to Safety-Kleen product liability cases and Superfund proceedings.
Safety-Kleen Product Liability Cases: Safety-Kleen, Inc. (“Safety-Kleen”), which is a legal entity acquired by the Company in 2012, has been named as a defendant in certain product liability cases that are currently pending in various courts and jurisdictions throughout the United States. As of December 31, 2025, there were approximately 76 proceedings (excluding cases which have been settled but not formally dismissed) wherein persons claim personal injury resulting from the use of Safety-Kleen's parts cleaning equipment or cleaning products. These proceedings typically involve allegations that the solvent used in Safety-Kleen's parts cleaning equipment contains contaminants and/or that Safety-Kleen's recycling process does not effectively remove the contaminants that become entrained in the solvent during their use. In addition, certain claimants assert that Safety-Kleen failed to warn adequately the product user of potential risks, including a historic failure to warn that solvent contains trace amounts of toxic or hazardous substances such as benzene.
The Company maintains insurance that it believes will provide coverage for these product liability claims (over amounts accrued for self-insured retentions and deductibles in certain limited cases), except for punitive damages to the extent not insurable under state law or excluded from insurance coverage. The Company historically has vigorously defended, and intends to continue to vigorously defend, itself and the safety of its products against all of these claims. Such matters are subject
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to many uncertainties and outcomes are not predictable with assurance. 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, 2025. From January 1, 2025 to December 31, 2025, 19 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: The Company has been notified that either the Company (which, since December 28, 2012, has included Safety-Kleen) or the prior owners of certain of the Company's facilities for which the Company may have certain indemnification obligations have been identified as PRPs or potential PRPs in connection with 132 sites which are subject to or are proposed to become subject to proceedings under federal or state Superfund laws. Of the 132 Superfund related sites, six involve facilities that are now owned or leased by the Company and 126 involve third-party sites to which either the Company or the prior owners of certain of the Company’s facilities shipped waste. Of the 126 third-party sites, 30 are now settled, 12 are currently requiring expenditures on remediation and 84 are not currently requiring expenditures on remediation.
In connection with each site, the Company has estimated the extent, if any, to which it may be subject, either directly or as a result of any indemnification obligations, for cleanup and remediation costs, related legal and consulting costs associated with PRP investigations, settlements and related legal and administrative proceedings. The amount of such actual and potential liability is inherently difficult to estimate because of, among other relevant factors, uncertainties as to the legal liability (if any) of the Company or the prior owners of certain of the Company's facilities to contribute a portion of the cleanup costs, the assumptions that must be made in calculating the estimated cost and timing of remediation, the identification of other PRPs and their respective capability and obligation to contribute to remediation efforts and the existence and legal standing of indemnification agreements (if any) with prior owners, which may either benefit the Company or subject the Company to potential indemnification obligations. The Company believes its potential monetary liability could exceed $1.0 million at three of the 132 Superfund related sites.
Of the 126 third-party sites at which the Company has been notified it is a PRP or potential PRP or may have indemnification obligations, the Company has indemnification agreements at a total of 18 sites. These agreements indemnify the Company (which now includes Safety-Kleen) with respect to any liability at the 18 sites for waste disposed prior to the Company's (or Safety-Kleen's) acquisition of the former subsidiaries of Waste Management and McKesson which had shipped waste to those sites. Accordingly, the indemnifying parties are paying all costs of defending those subsidiaries in those 18 cases, including legal fees and settlement costs. However, there can be no guarantee that the Company's ultimate liabilities for those sites will not exceed the amount recorded or that indemnities applicable to any of these sites will be available to pay all or a portion of related costs. Except for those indemnification agreements discussed, the Company does not have an indemnity agreement with respect to any of the 126 third-party sites discussed above.
Federal, State and Provincial Enforcement Actions
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, 2025, there was one proceeding 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.
Self-Insurance Liabilities
Under the Company's insurance programs, coverage is obtained for catastrophic exposures, as well as those risks required to be insured by law or contract. The Company's policy is to retain a significant portion of certain expected losses related to workers' compensation, employee medical, comprehensive general liability and vehicle liability. A portion of these self-insured liabilities are managed through its wholly-owned captive insurance subsidiary.
Provisions for losses expected under these programs are recorded based upon the Company's estimates of the aggregate liability for claims. The current deductible per participant per year for the employee medical insurance policy is $ 2.0 million. The current deductible per occurrence for workers' compensation is $ 2.0 million, general liability is $ 2.0 million and vehicle liability is $ 5.0 million. The retention per claim for the environmental impairment policy is $ 2.0 million. At December 31, 2025 and 2024, the Company had accrued $ 88.9 million and $ 83.7 million, respectively, for its self-insurance liabilities (exclusive of employee medical insurance) using a risk-free discount rate of 3.66 % and 4.14 %, respectively.
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Anticipated payments for contingencies related to workers' compensation, comprehensive general liability and vehicle liability related claims at December 31, 2025 for each of the next five years and thereafter were as follows (in thousands):
Years ending December 31,
2026 $ 25,793
2027 24,984
2028 19,073
2029 12,831
2030 6,233
Thereafter 8,643
Undiscounted self-insurance liabilities 97,557
Less: Discount ( 8,639 )
Total self-insurance liabilities (included in accrued expenses and other current liabilities) $ 88,918
(18) LEASES
The Company’s lease portfolio is predominately operating leases for real estate, vehicles and industrial equipment utilized in operations and rail cars. The Company presents operating lease balances separately on the consolidated balance sheets. The Company's finance leases relate to vehicles, rail cars and certain real estate. The following table presents the Company's finance lease balances and their classification on the consolidated balance sheets (in thousands):
Finance Lease Balances (Classification) December 31, 2025 December 31, 2024
ROU assets (Property, plant and equipment, net) $ 222,291 $ 182,532
Current portion of lease liabilities (Accrued expenses and other current liabilities) 33,125 25,330
Long-term portion of lease liabilities (Other long-term liabilities) 196,192 161,375
The Company’s lease expense was as follows (in thousands):
For the years ended December 31,
2025 2024 2023
Operating lease cost $ 92,822 $ 81,688 $ 69,156
Finance lease cost:
Amortization of ROU assets 33,537 25,985 17,183
Interest on lease liabilities 10,987 7,066 4,051
Total finance lease cost 44,524 33,051 21,234
Short-term lease cost 191,209 199,516 167,379
Variable lease cost 4,574 5,187 4,887
Total lease cost $ 333,129 $ 319,442 $ 262,656
Other information related to leases was as follows:
Weighted Average Remaining Lease Term (years) December 31, 2025 December 31, 2024
Operating leases 4.0 4.3
Finance leases 6.1 6.8
Weighted Average Discount Rate December 31, 2025 December 31, 2024
Operating leases 5.42 % 5.20 %
Finance leases 5.15 % 4.84 %
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For the years ended December 31,
Supplemental Cash Flow Related Disclosures (in thousands) 2025 2024 2023
Cash paid for amounts related to lease liabilities:
Operating cash flows from operating leases $ 92,487 $ 84,932 $ 71,185
Operating cash flows from finance leases 10,987 7,066 4,051
Financing cash flows from finance leases 33,113 30,886 15,937
ROU assets obtained in exchange for operating lease liabilities 86,000 123,938 82,392
ROU assets obtained in exchange for finance lease liabilities 75,538 78,455 47,238
At December 31, 2025, the Company's future lease payments under non-cancelable leases that have lease terms in excess of one year were as follows (in thousands):
Years ending December 31, December 31, 2025
Operating Leases Finance Leases
2026 $ 87,403 $ 46,993
2027 74,622 53,522
2028 56,732 41,840
2029 36,717 37,679
2030 17,828 36,812
Thereafter 18,243 54,605
Total future lease payments 291,545 271,451
Amount representing interest ( 32,011 ) ( 42,134 )
Total lease liabilities $ 259,534 $ 229,317
At December 31, 2025, none of the Company's executed leases that had not yet commenced will create significant rights or obligations in the future and sublease transactions are not material. Additionally, the Company does not have any related party leases, and there were no restrictions or covenants imposed by its leases.
(19) SEGMENT REPORTING
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; (i) the Environmental Services segment and (ii) the Safety-Kleen Sustainability Solutions segment.
Third-party revenue is revenue billed to outside customers by a particular segment. 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.” 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, 2025
Environmental
Services Safety-Kleen Sustainability Solutions Total
Segment Revenues
Corporate
Total Consolidated Revenues
Third-party revenues $ 5,146,354 $ 884,297 $ 6,030,651 $ 186 $ 6,030,837
Intersegment revenues (expense), net 46,936 ( 46,936 ) — — —
Direct revenues $ 5,193,290 $ 837,361 $ 6,030,651 $ 186 $ 6,030,837
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For the year ended December 31, 2024
Environmental
Services Safety-Kleen Sustainability Solutions
Total
Segment Revenues
Corporate
Total Consolidated Revenues
Third-party revenues $ 4,960,325 $ 929,220 $ 5,889,545 $ 407 $ 5,889,952
Intersegment revenues (expense), net 44,422 ( 44,422 ) — — —
Direct revenues $ 5,004,747 $ 884,798 $ 5,889,545 $ 407 $ 5,889,952
For the year ended December 31, 2023
Environmental
Services Safety-Kleen Sustainability Solutions
Total
Segment Revenues
Corporate Total Consolidated Revenues
Third-party revenues $ 4,469,909 $ 938,796 $ 5,408,705 $ 447 $ 5,409,152
Intersegment revenues (expense), net 41,533 ( 41,533 ) — — —
Direct revenues $ 4,511,442 $ 897,263 $ 5,408,705 $ 447 $ 5,409,152
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 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, 2025
Environmental Services Safety-Kleen Sustainability Solutions Total Reportable Segments
Direct Revenues $ 5,193,290 $ 837,361 $ 6,030,651
Cost of Revenues 3,461,985 626,918 4,088,903
Selling, General and Administrative Expenses 387,529 72,989 460,518
Total Reportable Segment Adjusted EBITDA $ 1,343,776 $ 137,454 $ 1,481,230
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
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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,
2025 2024 2023
Adjusted EBITDA:
Environmental Services $ 1,343,776 $ 1,267,462 $ 1,101,608
Safety-Kleen Sustainability Solutions 137,454 147,006 172,873
Total Reportable Segment Adjusted EBITDA
1,481,230 1,414,468 1,274,481
Reconciliation to Consolidated Statements of Operations:
Corporate Costs (1)
311,291 297,534 261,911
Accretion of environmental liabilities 14,326 13,456 13,667
Stock-based compensation 32,702 27,981 20,703
Depreciation and amortization 446,006 400,922 365,761
Third-party transaction related costs 3,533 — —
Kimball startup costs — 4,343 —
Income from operations 673,372 670,232 612,439
Other (income) expense, net ( 5,200 ) 1,454 ( 2,315 )
Loss on early extinguishment of debt 8,277 371 2,880
Gain on sale of businesses ( 776 ) — —
Interest expense, net of interest income 143,104 134,964 108,595
Income from operations before provision for income taxes $ 527,967 $ 533,443 $ 503,279
___________________________________
(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):
December 31, 2025 December 31, 2024
Property, plant and equipment, net
Environmental Services $ 1,929,643 $ 1,865,611
Safety-Kleen Sustainability Solutions 492,400 463,538
Corporate
119,024 118,792
Total property, plant and equipment, net $ 2,541,067 $ 2,447,941
Goodwill and Permits and other intangibles, net
Environmental Services
Goodwill $ 1,297,478 $ 1,296,204
Permits and other intangibles, net 510,919 549,482
Total Environmental Services 1,808,397 1,845,686
Safety-Kleen Sustainability Solutions
Goodwill $ 181,572 $ 180,995
Permits and other intangibles, net 142,108 152,505
Total Safety-Kleen Sustainability Solutions 323,680 333,500
Total $ 2,132,077 $ 2,179,186
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Geographic Information
As of December 31, 2025 and 2024, the Company had property, plant and equipment, net of depreciation and amortization and permits and other intangible assets, net of amortization in the following geographic locations (in thousands, except percentages):
December 31, 2025 December 31, 2024
Total % of Total Total % of Total
Property, plant and equipment, net
United States $ 2,331,260 91.7 % $ 2,249,155 91.9 %
Canada and other foreign 209,807 8.3 198,786 8.1
Total property, plant and equipment, net $ 2,541,067 100.0 % $ 2,447,941 100.0 %
Permits and other intangibles, net
United States $ 625,670 95.8 % $ 674,246 96.0 %
Canada 27,357 4.2 27,741 4.0
Total permits and other intangibles, net $ 653,027 100.0 % $ 701,987 100.0 %
The following table presents the total assets by geographical area (in thousands):
December 31, 2025 December 31, 2024
United States $ 6,937,254 $ 6,756,813
Canada and other foreign 686,802 620,465
Total $ 7,624,056 $ 7,377,278
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.