10q10k10q10k.net

What changed in CLEAN HARBORS INC's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of CLEAN HARBORS INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+433 added−429 removedSource: 10-K (2025-02-19) vs 10-K (2024-02-21)

Top changes in CLEAN HARBORS INC's 2024 10-K

433 paragraphs added · 429 removed · 350 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

158 edited+36 added−34 removed98 unchanged
Biggest changeGDP, U.S. industrial production, economic conditions in the chemical, manufacturing and automotive markets including efforts and economic incentives to reshore operations to the U.S., available capacity at waste disposal outlets, complex laws and regulations over waste handling and disposal, weather conditions, efficiency of our operations, technology, changing regulations, competition, market pricing of our services, costs incurred to deliver our services and the management of our related operating costs. 5 Table Of Contents Technical Services We provide technical services through a network of service centers from which a fleet of vehicles are dispatched to pick up customers' waste either on a predetermined schedule or on demand, and to deliver the waste to permitted facilities, which are usually Company-owned.
Biggest changeLevels of activity and 5 Table Of Contents ultimate performance associated with this segment can be impacted by several factors including overall North American GDP, U.S. industrial production, economic conditions in the general manufacturing, chemical and automotive markets including efforts and economic incentives to increase domestic operations, available capacity at waste disposal outlets, weather conditions, efficiency of our operations, technology, changing regulations, competition, market pricing of our services, costs incurred to deliver our services and the management of our related operating costs.
We aim to price our services and products competitively, understanding the demands of our customers, inherent value of our network of assets and operations and our ability to quickly to respond to market and macroeconomic changes.
We aim to price our services and products competitively, understanding the demands of our customers, the inherent value of our network of assets and operations and our ability to quickly respond to market and macroeconomic changes.
Our vacuum services remove solids, residual oily water and sludge and other fluids from customers' oil/water separators, sumps and collection tanks. We also remove and collect waste fluids found at large and small industrial locations, including metal 7 Table Of Contents fabricators, auto maintenance providers and general manufacturers.
Our vacuum services remove solids, residual oily water and 7 Table Of Contents sludge and other fluids from customers' oil/water separators, sumps and collection tanks. We also remove and collect waste fluids found at large and small industrial locations, including metal fabricators, auto maintenance providers and general manufacturers.
To complement our acquisition strategy, we regularly review and evaluate our operations to determine whether we should divest certain non-core businesses and reallocate our resources to businesses that we believe better align with the long-term strategic direction of the Company. • Execute on Cost, Pricing and Productivity Initiatives - We continually seek to increase efficiency and reduce costs through enhanced technology, process improvements and strategic expense management.
To complement our acquisition strategy, we also regularly review and evaluate our operations to determine whether we should divest certain non-core businesses and reallocate our resources to businesses that we believe better align with the long-term strategic direction of the Company. • Execute on Cost, Pricing and Productivity Initiatives - We continually seek to increase efficiency and reduce costs through enhanced technology, process improvements and strategic expense management.
Companies relying on in-house or captive disposal methods may find the current regulatory requirements to be too capital intensive or complex, and may choose to outsource many of their hazardous waste disposal needs. • Proven and Experienced Management Team - Our executive management team provides extensive depth of knowledge and continuity with years of experience and expertise in the environmental and industrial services industries.
Companies relying on in-house or captive disposal methods may find the current regulatory requirements to be too capital intensive or complex, and may choose to outsource many of their hazardous waste disposal needs. • Proven and Experienced Management Team - Our executive management team provides extensive knowledge and continuity, with years of experience and expertise in the environmental and industrial services industries.
We aim to utilize advanced technologies in our operations while also integrating technology-based solutions for our customers to use in the management of their generated waste streams and which promote the safety, efficiency and profitability of these operations. With technology, we are able to centrally manage our transportation network, deploying, monitoring and adjusting our transportation fleet as needs change.
We aim to utilize advanced technologies in our operations while also integrating technology-based solutions for our customers to use in the management of their generated waste streams, which promote the safety, efficiency and profitability of these operations. With technology, we are able to centrally manage our transportation network by deploying, monitoring and adjusting our transportation fleet as needs change.
Strategic acquisitions are executed to expand existing services, generate incremental revenues from existing and new customers, obtain greater market share, broaden the markets in which we operate and expand our total waste disposal or oil re-refining capacity. In order to maximize synergies, we rapidly integrate our acquisitions into our existing processes.
Strategic acquisitions are executed to expand existing services, generate incremental revenues from existing and new customers, obtain greater market share, broaden the markets in which we operate and expand our services and expand our total waste disposal capabilities or oil re-refining capacity. In order to maximize synergies, we rapidly integrate our acquisitions into our existing processes.
The EPA has promulgated "pretreatment" regulations under the Clean Water Act, which establish pretreatment standards for introduction of pollutants into publicly owned treatment works. In the course of the treatment process, our wastewater treatment facilities generate wastewater, which we discharge to publicly owned treatment works pursuant to permits issued by the appropriate government authorities.
The EPA has promulgated “pretreatment” regulations under the Clean Water Act, which establish pretreatment standards for introduction of pollutants into publicly owned treatment works. In the course of the treatment process, our wastewater treatment facilities generate wastewater, which we discharge to publicly owned treatment works pursuant to permits issued by the appropriate government authorities.
We perform a wide range of industrial maintenance and specialty industrial services and utilize specialty equipment and resources to perform services at any chosen location on a planned or emergency response basis. We also collect containerized waste and provide parts washer and vacuum services to small quantity generators of hazardous waste.
We also perform a wide range of industrial maintenance and specialty industrial services and utilize specialty equipment and resources to perform services at any chosen location on a planned or emergency response basis. Additionally, we collect containerized waste and provide parts washer and vacuum services to small quantity generators of hazardous waste.
Our compliance staff is responsible for the facilities' permitting and regulatory compliance, compliance training, transportation compliance and related record keeping. To ensure the effectiveness of our regulatory compliance program, our facilities operations are monitored by our compliance staff and a compliance audit staff who routinely conduct audits of our programs.
Our compliance staff is responsible for the facilities’ permitting and regulatory compliance, compliance training, transportation compliance and related record keeping. To ensure the effectiveness of our regulatory compliance program, our facilities operations are monitored by our compliance staff and a compliance audit team who routinely conduct audits of our programs.
SKSS segment results are impacted by our customers' demand for high-quality, environmentally responsible recycled oil products and their demand for our related service and product offerings. Segment results are impacted by market pricing, overall demand and the mix of our oil products sales.
SKSS segment results are impacted by our customers’ demand for high-quality, environmentally responsible recycled oil products and their demand for our related service and product offerings. Segment results are impacted by market pricing, overall demand, partnerships and the mix of our oil products sales.
Regulations by the International Maritime Organization ("IMO") primarily impact shipping businesses and require that ships that traverse the oceans use marine fuels with a sulphur content of no more than 0.50% sulphur, versus the previous cap of 3.50%, in an effort to reduce the amount of sulphur oxide and decrease pollution and greenhouse gas emissions from the global shipping fleet.
Regulations by the International Maritime Organization (“IMO”) primarily impact shipping businesses and require that ships that traverse the oceans use marine fuels with a sulphur content of no more than 0.50% sulphur, versus the previous cap of 3.50%, in an effort to reduce the amount of sulphur oxide and decrease pollution and greenhouse gas emissions from the global shipping fleet.
Our team is committed to identifying opportunities to cross-sell among and across our segments which we expect will continue to drive additional revenue for our Company. • Expand Our Network and Suite of Offerings - We operate an extensive network of hazardous waste management facilities and oil re-refineries, which provides us with significant operating leverage as volumes increase.
Our team is committed to identifying opportunities to cross-sell among and across our segments which we expect will continue to drive additional revenue for our Company. • Expand Our Network and Suite of Offerings - We operate an extensive network of hazardous waste management facilities and oil re-refineries, providing us with significant operating leverage as volumes increase.
Certain waste handled includes substances which are classified as "hazardous" because of their corrosive, ignitable, infectious, reactive or toxic properties and other substances subject to federal, state and provincial environmental regulation. We provide final treatment and disposal services designed to manage waste which cannot be otherwise safely and/or economically recycled or reused.
Certain waste handled includes substances which are classified as “hazardous” because of their corrosive, ignitable, infectious, reactive or toxic properties and other substances subject to federal, state and provincial environmental regulation. We provide final treatment and disposal services designed to manage waste which cannot be otherwise safely and/or economically recycled or reused.
Department of Transportation, the Federal Railroad Administration, the Federal Aviation Administration and the U.S. Coast Guard, as well as by the regulatory agencies of each state in which we operate or through which our vehicles pass. Health and safety standards under the Occupational Safety and Health Act ("OSHA") are also applicable to all of our operations. State and Local Regulations.
Department of Transportation, the Federal Railroad Administration, the Federal Aviation Administration and the U.S. Coast Guard, as well as by the regulatory agencies of each state in which we operate or through which our vehicles pass. Health and safety standards under the Occupational Safety and Health Act (“OSHA”) are also applicable to all of our operations. State and Local Regulations.
The used oil can also be processed into recycled fuel oil, or “RFO,” which is then sold to customers such as asphalt plants, industrial plants, pulp and paper companies or into vacuum gas oil "VGO" which can be further re-refined into lubricant base oils or sold directly into the marine diesel fuel market.
The used oil can also be processed into recycled fuel oil, or “RFO,” which is then sold to customers such as asphalt plants, industrial plants, pulp and paper companies or into vacuum gas oil “VGO” which can be further re-refined into lubricant base oils or sold directly into the marine diesel fuel market.
The recycled oil and catalysts, depending on market conditions, are sold to third parties. Our wastewater treatment facilities process hazardous and non-hazardous waste through use of physical and chemical treatment methods. Our ten wastewater treatment facilities offer or employ a range of wastewater treatment technologies.
The recycled oil and catalysts, depending on market conditions, are sold to third parties. Our wastewater treatment facilities process hazardous and non-hazardous waste through use of physical and chemical treatment methods. Our eleven wastewater treatment facilities offer or employ a range of wastewater treatment technologies.
Field and Emergency Response Services Our crews and equipment are dispatched on a planned or emergency basis and perform services such as confined space entry for tank cleaning, site disinfecting, decontamination and disposal, large remediation projects, demolition, spill cleanup on land and water, railcar cleaning, hydro excavation, manhole/vault clean outs, product recovery and transfer, scarifying and media blasting, vacuum services and water treatment services.
Field and Emergency Response Services Our crews and equipment are dispatched on a planned or emergency basis and perform services such as large remediation projects, spill cleanup on land and water, demolition, site disinfecting, decontamination and disposal, confined space entry for tank cleaning, railcar cleaning, hydro excavation, manhole/vault clean outs, product recovery and transfer, scarifying and media blasting, vacuum services, filtration, water treatment services and wetland restoration.
We also understand the value our customers place on our products and services in a global market continuously focusing on sustainability, environmental compliance and safety. • Foster Innovation through Technology - Technology has always been part of our core operations, influencing our strategy from increasing throughput at our facilities to automation, including artificial intelligence and robotic process automation, to enhance productivity.
We also understand the 4 Table Of Contents value our customers place on our products and services in a global market continuously focusing on sustainability, environmental compliance and safety. • Foster Innovation through Technology - Technology has always been part of our core operations, influencing our strategy from increasing throughput at our facilities to automation, including artificial intelligence and robotic process automation, to enhance productivity.
Through a link on this website, we provide free access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after electronic filing with the SEC.
Through a link on this website, we provide free access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after electronic filing with the SEC.
The main federal laws governing hazardous waste management are: • Canadian Environmental Protection Act (1999) ("CEPA 99"), and • Transportation of Dangerous Goods Act Environment Canada is the federal agency with responsibility for environmental matters and the main legislative instrument is the CEPA 99.
The main federal laws governing hazardous waste management are: • Canadian Environmental Protection Act (1999) (“CEPA 99”), and • Transportation of Dangerous Goods Act Environment Canada is the federal agency with responsibility for environmental matters and the main legislative instrument is the CEPA 99.
Our non-hazardous landfill facility is permitted to accept commercial industrial waste, including waste from demolition and construction. Another waste disposal outlet in our network of facilities are our TSDFs that collect, temporarily store, process and/or consolidate compatible waste streams for more efficient processing and transportation to final recycling, treatment or disposal destinations.
Our non-hazardous landfill facility is permitted to accept commercial industrial waste, including waste from demolition and construction. 6 Table Of Contents Another waste disposal outlet in our network of facilities are our TSDFs that collect, temporarily store, process and/or consolidate compatible waste streams for more efficient processing and transportation to final recycling, treatment or disposal destinations.
These amendments also require the EPA to promulgate regulations which (i) control emissions of 188 hazardous air pollutants; (ii) create uniform operating permits for major industrial facilities similar to RCRA operating permits; (iii) mandate the phase-out of ozone depleting chemicals; and (iv) provide for enhanced enforcement. 14 Table Of Contents The Clean Water Act.
These amendments also require the EPA to promulgate regulations which (i) control emissions of 188 hazardous air pollutants; (ii) create uniform operating permits for major industrial facilities similar to RCRA operating permits; (iii) mandate the phase-out of ozone depleting chemicals; and (iv) provide for enhanced enforcement. The Clean Water Act.
We also believe that the depth of our recycling, treatment and disposal capabilities, and our 11 Table Of Contents ability to collect and transport waste materials efficiently are additional significant differentiating factors that create an advantage for us in the market for treatment and disposal services. Competition within our Environmental Services segment varies by locality and type of service rendered.
We also believe that the depth of our recycling, treatment and disposal capabilities, and our ability to collect and transport waste materials efficiently are additional significant differentiating factors that create an advantage for us in the market for treatment and disposal services. Competition within our Environmental Services segment varies by locality and type of service rendered.
The Environmental Services segment results include our Safety-Kleen branches' core environmental service offerings such as containerized waste disposal, parts washer and vacuum services. These results are driven by the volumes of waste collected from these customers, the overall number of parts washers placed at customer sites and the demand for and frequency of other offered services.
The Environmental Services segment results include the Safety-Kleen branches’ core environmental service offerings of containerized waste disposal, parts washer and vacuum services. These results are driven by the volumes of waste collected from these customers, the overall number of parts washers placed at customer sites and the demand for and frequency of other offered services.
We have placed the required financial assurance primarily through qualified insurance companies. As described in Note 18, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report, from time to time we are involved in legal proceedings arising under environmental laws and regulations.
We have placed the required financial assurance primarily through qualified insurance companies. As described in Note 18, “Commitments and Contingencies,” to our consolidated financial statements included in Item 8 of this report, from time to time we are involved in legal proceedings arising under environmental laws and regulations.
Competitive Strengths As noted above, Safety is our underlying core value and we believe our long standing commitment to safety is an important competitive strength of Clean Harbors. We have attained leading positions across our business lines despite facing robust competition from local, regional and national firms.
Competitive Strengths As noted above, Safety is our underlying core value and we believe our long standing commitment to safety is an important competitive strength and differentiator for Clean Harbors. We have attained leading positions across our business lines despite facing robust competition from local, regional and national firms.
We have requirements for periodic regulatory reporting to the EPA and other agencies that are available to the public and we continue to monitor for emerging legislation which may influence sustainability-related requirements and potential disclosures.
We have requirements for periodic regulatory reporting to the EPA and other agencies that are available to the public and we continue to monitor emerging legislation which may influence requirements and potential disclosures.
We 13 Table Of Contents have obtained all of the required financial assurance for our facilities through a combination of surety bonds and insurance from qualified insurance companies. Government Regulations Our business is subject to extensive and evolving federal, state, provincial and local environmental, health, safety and transportation laws and regulations.
We have obtained all of the required financial assurance for our facilities through a combination of surety bonds and insurance from qualified insurance companies. Government Regulations Our business is subject to extensive and evolving federal, state, provincial and local environmental, health, safety and transportation laws and regulations.
We seek to identify areas in 4 Table Of Contents our business where strategic investments in automation, process improvements and employees can serve to increase productivity, efficiency and safety compliance. We continuously focus on the operating leverage of our support functions, including expanding globally to achieve profitability and productivity benefits.
We seek to identify areas in our business where strategic investments in automation, process improvements and employees can serve to increase productivity, efficiency and safety compliance. We continuously focus on the operating leverage of our support functions, including expanding globally to achieve profitability and productivity benefits.
We anticipate that as new waste streams arise or grow in prominence, we will develop new technology and/or prove the capabilities of existing technology to respond to these waste disposal needs.
We anticipate that as new waste streams arise or grow in prominence, we will develop new technology and/or improve the capabilities of existing technology to respond to these waste disposal needs.
As such, these longstanding capabilities exhibited by us create a competitive advantage and provide substantial value for our network. 2 Table Of Contents • Comprehensive Service Capabilities Complementing our Customers' Sustainability Goals - Our comprehensive service offerings and product catalog allow us to act as a full service provider of sustainable options for our customers' needs.
These longstanding capabilities exhibited by us create a competitive advantage and provide substantial value for our network. 2 Table Of Contents • Comprehensive Service Capabilities Complementing our Customers’ Sustainability Goals - Our comprehensive service offerings and product catalog allow us to act as a full service provider for our customers’ needs.
In addition to the capacity included in the useful economic life of these landfills, there are approximately 37.5 million cubic yards of additional unpermitted airspace capacity included in the footprints of these landfills 6 Table Of Contents that may ultimately be permitted, although there can be no assurance that this additional capacity will be permitted.
In addition to the capacity included in the useful economic life of these landfills, there are approximately 37.5 million cubic yards of additional unpermitted airspace capacity included in the footprints of these landfills that may ultimately be permitted, although there can be no assurance that this additional capacity will be permitted.
In managing the business and evaluating performance, management tracks the volumes and mix of waste handled and disposed of or recycled, generally through our incinerators, TSDFs and landfills, the utilization rates of our incinerators, equipment and workforce, including billable hours, and the number of parts washer services performed, and pricing realized by our business and peer companies as well as other key metrics.
In managing the business and evaluating performance, management tracks the volumes and overall mix of waste handled and disposed of or recycled, generally through our incinerators, TSDFs, wastewater treatment facilities and landfills, the utilization rates of our incinerators, equipment and workforce, including billable hours, and the number of parts washer services performed, and pricing realized by our business and peer companies as well as other key metrics.
Our state of the art re-refining processes enable us to fully realize oil's remarkable capacity to be recycled, re-refined and reused. Our plants have re-refined more than 4.6 billion gallons of used oil, avoiding improper disposal of these gallons and allowing such oils to have a new life as high-quality recycled lubricants.
Our state-of-the-art re-refining processes enable us to fully realize oil’s remarkable potential to be recycled, re-refined and reused. Our plants have re-refined more than 4.7 billion gallons of used oil, avoiding improper disposal of these gallons and allowing such oils to have a new life as high-quality recycled lubricants.
Our overall sustainability program expands our commitment beyond our services and products to include our operations, employees and community and focuses on the following key elements: Comprehensive Focus on Safety As noted above, Safety is our #1 core value and as such is foundational to our sustainability program.
Our overall sustainability program expands our commitment beyond our services and products to include our operations, employees and community and focuses on the following key elements: Comprehensive Focus on Safety As noted above, safety is a core value and is foundational to our sustainability program.
We believe the following are our core competitive strengths developed over our 40+ years of operations which have and will continue to facilitate our prominent position in the marketplace: • Leading Provider of Environmental and Industrial Services - We are a leading provider of environmental and industrial services which provide sustainable solutions that help our customers protect the environment.
We believe the following are our core competitive strengths developed over more than 40 years of operations which have and will continue to facilitate our prominent position in the marketplace: • Leading Provider of Environmental and Industrial Services - We are a leading provider of environmental and industrial services which deliver sustainable solutions that help our customers protect the environment.
While we are proud of the improvements in third-party scoring and rankings and acknowledgement by outside entities, the focus of our program is on tangible improvements that positively impact the environment, our community and our employees.
While we are proud of our performance in third-party scoring and rankings as well as acknowledgement by outside entities, the focus of our program is on tangible improvements that positively impact the environment, our community and our employees.
In addition to regulations specifically directed at our transportation, storage and disposal facilities, there are a number of regulations that may "pass-through" to the facilities based on the acceptance of regulated waste from affected customer facilities. Each facility that accepts affected waste must comply with the regulations for that waste, facility or industry.
In addition to regulations specifically directed at our transportation, storage and disposal facilities, there are a number of regulations that may “pass-through” to the facilities based on the acceptance of regulated waste from affected customer facilities. Each facility that accepts affected waste must comply with the regulations for that waste, facility or industry.
We believe that we hold 12 Table Of Contents adequate rights to all intellectual property used in our business and that we do not infringe upon any intellectual property rights held by other parties. We must obtain and maintain permits and licenses for transportation and industrial needs throughout our business.
We believe that we hold adequate rights to all intellectual property used in our business and that we do not infringe upon any intellectual property rights held by other parties. We must obtain and maintain permits and licenses for transportation and industrial needs throughout our business.
Every facility that treats, stores or disposes of hazardous waste must obtain a RCRA permit from the EPA or an authorized state agency unless a specific exemption exists, and must comply with certain operating requirements ("Part B" permitting process).
Every facility that treats, stores or disposes of hazardous waste must obtain a RCRA permit from the EPA or an authorized state agency unless a specific exemption exists, and must comply with certain operating requirements (“Part B” permitting process).
For additional information about the geographical areas from which our revenues are derived and in which our assets are located, see Note 3, "Revenues," and Note 20, "Segment Reporting," respectively, to our consolidated financial statements included in Item 8 of this report.
For additional information about the geographical areas from which our revenues are derived and in which our assets are located, see Note 3, “Revenues,” and Note 20, “Segment Reporting,” respectively, to our consolidated financial statements included in Item 8 of this report.
As of December 31, 2023, the useful economic life of our non-hazardous industrial landfill included 3.3 million cubic yards of remaining permitted capacity. This facility is located in the United States and has been issued operating permits under Subtitle D of the Resource Conservation and Recovery Act ("RCRA").
As of December 31, 2024, the useful economic life of our non-hazardous industrial landfill included 3.2 million cubic yards of remaining permitted capacity. This facility is located in the United States and has been issued operating permits under Subtitle D of the Resource Conservation and Recovery Act (“RCRA”).
The most significant federal environmental laws affecting us are RCRA, the Comprehensive Environmental Response, Compensation and Liability Act, also known as the "Superfund Act," the Clean Air Act, the Clean Water Act and the Toxic Substances Control Act ("TSCA"). RCRA. RCRA is the principal federal statute governing hazardous waste generation, treatment, transportation, storage and disposal.
The most significant federal environmental laws affecting us are RCRA, the Comprehensive Environmental Response, Compensation and Liability Act, also known as the “Superfund Act,” the Clean Air Act, the Clean Water Act and the Toxic Substances Control Act (“TSCA”). RCRA. RCRA is the principal federal statute governing hazardous waste generation, treatment, transportation, storage and disposal.
We have two operating segments through which the Company conducts its operations: (i) the Environmental Services segment and (ii) the Safety-Kleen Sustainability Solutions segment. • Environmental Services - Our Environmental Services business offers an array of services to customers.
We have two operating segments through which the Company conducts its operations: (i) the Environmental Services segment and (ii) the Safety-Kleen Sustainability Solutions segment. • Environmental Services - Our Environmental Services businesses offer an array of services to customers.
Using our nationwide fleet of trucks, tankers, rail-cars and barges, our teams collect used oil from thousands of customers which serves as feedstock for our oil re-refineries. In 2023, we collected 235 million gallons of used oil. Our state-of-the-art processes allow us to realize oil's capacity to be recycled and reused.
Using our nationwide fleet of trucks, tankers, rail-cars and barges, our teams collect used oil from thousands of customers which serves as feedstock for our oil re-refineries. In 2024, we collected 253 million gallons of used oil. Our state-of-the-art processes allow us to realize oil’s potential to be recycled and reused.
As the prevalence of PFAS and the necessity to mitigate future harm from these "forever chemicals" becomes more widely understood and likely demand for services to properly handle and dispose of these materials increases, we believe this capability will become a differentiating factor for us.
As the prevalence of PFAS and the necessity to mitigate future harm from these “forever chemicals” becomes more widely understood and demand for services to properly handle and dispose of these materials increases, we believe this capability will become a differentiating factor for us.
ITEM 1. BUSINESS General Clean Harbors, Inc. and its subsidiaries (collectively, "we," "Clean Harbors" or the "Company") is a leading provider of sustainable environmental and industrial services throughout North America. Everywhere industry meets the environment, we strive to provide eco-friendly services and products that protect and restore North America's natural environment.
ITEM 1. BUSINESS General Clean Harbors, Inc. and its subsidiaries (collectively, “we,” “Clean Harbors” or the “Company”) is a leading provider of sustainable environmental and industrial services throughout North America. Everywhere industry meets the environment, we strive to provide eco-friendly services and products that protect and restore North America's natural environment.
Due to customers' desire to audit disposal facilities prior to their qualification as approved sites and to limit the number of facilities to which their hazardous waste is shipped in order to reduce potential liability under United States and Canadian environmental laws and regulations, there can be a financial burden that accompanies switching hazardous waste disposal providers.
Due to customers’ desire to audit disposal facilities before approving the sites and to limit the number of facilities to which their hazardous waste is shipped in order to reduce potential liability under United States and Canadian environmental laws and regulations, there can be a financial burden that accompanies switching hazardous waste disposal providers.
For the years ended December 31, 2023, 2022 and 2021, we spent $29.0 million, $13.9 million and $15.5 million, respectively, to address environmental liabilities. As discussed more fully above under the heading "Insurance and Financial Assurance," we are required to provide financial assurance with respect to certain statutorily required closure, post-closure and corrective action obligations at our facilities.
For the years ended December 31, 2024, 2023 and 2022, we spent $27.5 million, $29.0 million and $13.9 million, respectively, to address environmental liabilities. As discussed more fully above under the heading “Insurance and Financial Assurance,” we are required to provide financial assurance with respect to certain statutorily required closure, post-closure and corrective action obligations at our facilities.
We believe that our technical proficiency, safety record, customer service oriented culture and overall reputation are important considerations to our customers in selecting and continuing to utilize our services.
We believe that our technical proficiency, safety record, 11 Table Of Contents customer service oriented culture and overall reputation are important considerations to our customers in selecting and continuing to utilize our services.
We also have certain of our operations embedded in customer facilities, integrating Clean Harbors into our customers' day-to-day operations. A significant portion of our revenues are derived from previously served customers with recurring needs for our services.
Our operations are often embedded in customer facilities, integrating Clean Harbors into our customers’ day-to-day operations. A significant portion of our revenues are derived from previously served customers with recurring needs for our services.
Across our facilities we implemented multiple cost-saving and recycling initiatives to enhance efficiency of our waste-handling systems. For example, our El Dorado, Arkansas, facility now has the capability to recycle and reconstitute polycarbonate containers resulting in recycling more than 400,000 plastic containers at the site in 2023.
Across our facilities we look for cost-saving and recycling initiatives to enhance efficiency of our waste-handling systems. For example, our El Dorado, Arkansas, facility now has the capability to recycle and reconstitute polycarbonate containers resulting in producing more than 400,000 recycled plastic containers at the site in 2024.
See Note 18, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report for a description of the principal such proceedings in which we are now involved. The Clean Air Act.
See Note 18, “Commitments and Contingencies,” to our consolidated financial statements included in Item 8 of this report for a description of the principal such proceedings in which we are now involved. 14 Table Of Contents The Clean Air Act.
We are required to obtain federal, state, provincial and local permits or approvals for each of our hazardous waste facilities. These permits and licenses are material to our business operations. Such permits are difficult to obtain and, in many instances, extensive studies, tests and public hearings are required before the approvals can be issued.
We are required to obtain federal, state, provincial and local permits or approvals for each of our hazardous waste facilities. Such permits are difficult to obtain and, in many instances, extensive studies, tests and public hearings are required before the approvals can be issued. Our compliance programs are paramount in maintaining these permits and licenses.
We also continuously seek to better understand the contribution of renewable energies to our collective energy consumption. We estimate that about 19% of our U.S. electricity consumption is generated by renewable energy sources, including hydroelectric, biomass, wind, solar and geothermal energy.
We also continuously seek to better understand the contribution of renewable energies to our collective energy consumption. We estimate that about 20% of our North American electricity consumption is generated by renewable energy sources, including hydroelectric, biomass, wind, solar and geothermal energy.
Pursuant to RCRA, the EPA has established a comprehensive "cradle-to-grave" system for the management of a wide range of materials identified as hazardous waste.
Pursuant to RCRA, the EPA has established a comprehensive “cradle-to-grave” system for the management of a wide range of materials identified as hazardous waste.
These assets are very difficult to duplicate and maintain because, in addition to sizable required capital investments, there are significant permitting, regulatory approvals and ongoing compliance regulations necessary in order for new commercial waste disposal sites to come on-line and remain operational. In addition, expertise gained through years of experience is paramount to safely operating such facilities.
Our disposal facilities are very difficult to duplicate and maintain because, in addition to the substantial required capital investments, there are significant permitting, regulatory approvals and ongoing compliance regulations necessary in order for new commercial waste disposal sites to come online and remain operational. In addition, expertise gained through years of experience is paramount to safely operating such facilities.
It starts with us, and we live it 3-6-5. Compliance We regard compliance with applicable regulations as a critical component of our overall operations and we maintain a compliance organization that is independent of the operations of the business to monitor and provide oversight throughout our organization. We strive to maintain strict professional standards in our compliance activities.
Compliance We regard compliance with applicable regulations as a critical component of our overall operations and we maintain a compliance organization that is independent of the operations of the business to monitor and provide oversight throughout our organization. We strive to maintain strict professional standards in our compliance activities.
Our guidelines on corporate governance, the charters for our board committees, and our code of ethics for members of the board of directors, our Co-Chief Executive Officers and our other senior executive officers are available on our website. Should it be necessary, any waivers for such policies will also be posted on our website.
Our guidelines on corporate governance, the charters for our board committees, and our code of ethics for members of our Board of Directors (the “Board”), our Co-Chief Executive Officers and our other senior executive officers are available through our website at https://ir.cleanharbors.com/corporate-governance/highlights. Should it be necessary, any waivers for such policies will also be posted on our website.
See Note 10, "Closure and Post-Closure Liabilities," and Note 11, "Remedial Liabilities," to our consolidated financial statements included in Item 8 of this report for a discussion of our environmental liabilities. See "Insurance and Financial Assurance" above for a discussion of our financial assurance requirements. The Superfund Act.
See Note 10, “Closure and Post-Closure Liabilities,” and Note 11, “Remedial Liabilities,” to our consolidated financial statements included in Item 8 of this report for a discussion of our environmental liabilities. See “Insurance and Financial Assurance” above for a discussion of our financial assurance requirements. The Superfund Act.
Each segment utilizes our network of specialized facilities and equipment, along with our skilled workforce, to meet the needs of our customers. Further, each has individual key performance indicators that management uses to assess results as well as certain macroeconomic trends and influences that impact the results. Environmental Services Our Environmental Services business offers an array of services to customers.
Business Overview We operate our business in two segments: Environmental Services and SKSS. Each segment utilizes our network of specialized facilities and equipment, along with our skilled workforce, to meet the needs of our customers. Further, each has individual key performance indicators that management uses to assess results as well as certain macroeconomic trends and influences that impact the results.
Safety-Kleen Sustainability Solutions Our Safety-Kleen Sustainability Solutions business offerings span the life-cycle of lubricants and other sustainable automotive products. These operations center around our eight re-refineries located in East Chicago, Indiana; Breslau, Ontario; Fallon, Nevada; Kingsland, Georgia; Newark, California; Tacoma, Washington; Wichita, Kansas; and Rollinsford, New Hampshire.
Safety-Kleen Sustainability Solutions Our Safety-Kleen Sustainability Solutions business offerings span the life-cycle of lubricants and other sustainable automotive products. These operations center around our re-refineries located in East Chicago, Indiana; Breslau, Ontario; Fallon, Nevada; Kingsland, Georgia; Tacoma, Washington; Wichita, Kansas; Rollinsford, New Hampshire and Sanford, North Carolina. As noted above, our Newark, California re-refinery, is currently idled.
We invite community members to bring their paints, solvents, batteries, fluorescent lamps, pesticides, cleaners and other hazardous materials that otherwise might be improperly disposed of or become dangerous depending on where and how they are stored.
We invite community members to bring their paints, solvents, batteries, fluorescent lamps, pesticides, cleaners and other hazardous materials that otherwise might be improperly disposed of or become dangerous.
We provide pickup and transportation of hazardous and non-hazardous containerized waste for recycling or disposal, primarily through the Clean Harbors' network of recycling, treatment and disposal facilities.
We collect and transport hazardous and non-hazardous containerized waste for recycling or disposal, primarily through the Clean Harbors’ network of recycling, treatment and disposal facilities.
Not only can our customers rely on Clean Harbors to be a sustainability partner, but they can minimize the number of outside vendors utilized and rely on us as a "one-stop-shop" service provider. Our breadth of service offerings creates incremental revenue growth with no single competitor offering the portfolio of services that we can provide to our customers.
Customers can rely on Clean Harbors not only as a sustainability partner, but also to minimize the number of outside vendors, making us their “one-stop-shop” service provider. Our breadth of service offerings creates incremental revenue growth with no single competitor offering the portfolio of services that we can provide to our customers.
In recognition of our Human Rights Policy and our intrinsic values of diversity and inclusion, we promote equal opportunity and respect in our workplaces. Our seven employee resource groups were developed to encourage belonging, inclusion and collaboration among our employees at Clean Harbors.
Respect is essential to our interactions with employees, customers, shareholders and the public at large. In recognition of our Human Rights Policy and our intrinsic values of diversity and inclusion, we promote equal opportunity and respect in our workplaces. Our seven employee resource groups were developed to encourage belonging, inclusion and collaboration among our employees at Clean Harbors.
As of December 31, 2023, the total of all active employees, inclusive of the temporary and part time workforce, was approximately 21,539. Our human capital objectives focus on the health and safety of our employees, employee development and training, fair and competitive compensation and benefits and business and hiring practices that support diversity and inclusion.
As of December 31, 2024, the total of all active employees, inclusive of the temporary and part time workforce, was 25,232. Our human capital objectives prioritize the health and safety of our employees, employee development and training, fair and competitive compensation and benefits and business and hiring practices that support diversity and inclusion.
Key metrics that management uses to measure these objectives include TRIR, voluntary turnover rates and time to job ready, all of which are monitored at all levels of the organization.
Key metrics that management uses to measure these objectives include TRIR, voluntary turnover rates and certain training and employee engagement metrics, all of which are monitored at all levels of the organization.
To facilitate the development of provincial and territorial agreements, the federal, provincial and territorial governments participate in the Canadian Council of Ministers of the Environment ("CCME").
To facilitate the development of provincial and territorial agreements, the federal, provincial and territorial governments participate in the Canadian Council of Ministers of the 16 Table Of Contents Environment (“CCME”).
We also look for opportunities to grow through opening new locations in strategic geographies, expanding to new waste streams and being responsive to shifting product and service needs in the marketplace. • Pursue Acquisitions and Divestitures - We have a history of strategic acquisitions ranging from small, "tuck-ins" to large scale operations and we continue to actively pursue selective acquisitions we believe can enhance and expand our business.
Additionally, we aim to grow through opening new locations in strategic areas, expanding to new waste streams and being responsive to shifting product and service needs in the marketplace. • Pursue Acquisitions and Divestitures - We have a history of strategic acquisitions ranging from small, “tuck-ins” to large scale operations and we continue to actively pursue selective acquisitions that we believe can enhance and expand our business.
For additional information relating to our acquisition and divestiture activities during 2023, 2022 and 2021, see Note 4, "Business Combinations," and Note 5 "Disposition of Business," to our consolidated financial statements included in Item 8 of this report.
For additional information relating to our acquisition and divestiture activities, see Note 4, “Business Combinations,” and Note 5 “Disposition of Business,” to our consolidated financial statements included in Item 8 of this report.
As further discussed in Note 10, "Closure and Post-Closure Liabilities," and Note 11, "Remedial Liabilities," to our consolidated financial statements included in Item 8 of this report, as of December 31, 2023, we have recognized environmental liabilities of $229.8 million.
As further discussed in Note 10, “Closure and Post-Closure Liabilities,” and Note 11, “Remedial Liabilities,” to our consolidated financial statements included in Item 8 of this report, as of December 31, 2024, we have recognized closure, post-closure and environmental liabilities of $241.5 million.
We incorporate these technologies into the services we offer and provide to our customers to enhance the service and value received by our customers, reduce the time and/or increase the safety of such services.
We incorporate these technologies into the services we offer and provide to our customers to enhance the service quality and value received by our customers, reducing the time to perform and increasing the safety of such services.
Human Capital As of December 31, 2023, we employed 21,021 active full-time employees, of which approximately 1,571 in the United States and 654 in Canada were represented by labor unions. In response to the needs of our business, we also employ temporary and part-time employees.
Human Capital As of December 31, 2024, we employed 22,796 active full-time employees, of which 1,632 in the United States and 669 in Canada were represented by labor unions. In response to the needs of our business, we also employ temporary and part-time employees.
With a focus on delivering sustainable solutions to address emerging contaminants and pollutants, we concluded a comprehensive third-party study demonstrating that the Company's commercial incinerators can safely and thoroughly destroy per- and poly-fluorinated alkyl substances ("PFAS") in multiple forms.
With a focus on delivering sustainable solutions to address emerging contaminants and pollutants, a comprehensive third-party study has demonstrated that the Company’s commercial incinerators can safely and thoroughly destroy PFAS in multiple forms.
In addition, our proprietary and integrated technology platforms utilized to deliver our services provides a competitive advantage for us and continuous investments provide incremental value to our customers' experience. • Used Motor Oil Collection and Re-refining Capabilities - As the largest re-refiner and recycler of used oil in North America, during 2023, we collected and processed 235 million gallons of used oil and returned approximately 221 million gallons of new re-refined oil, lubricants and byproducts back into the marketplace.
In addition, our proprietary and integrated technology platforms utilized to deliver our services provide a competitive advantage for us and continuous investments provide incremental value to our customers' experience. • Used Motor Oil Collection and Re-refining Capabilities - As the largest re-refiner and recycler of used oil in North America, in 2024 we collected 253 million gallons of used oil and processed these used oil gallons, along with additives and some additionally purchased used oil, into approximately 249 million gallons of new re-refined base oil, lubricants and byproducts which were returned back into the marketplace.
With a focus on emerging legislation, we continue to work with our customers to support their carbon accounting requests while providing mechanisms to minimize environmental impact through the sustainable products and services we offer.
With a focus on emerging legislation and data transparency, we continue to work with our customers to support their carbon accounting requests, specifically emissions related to waste generated in operations, while providing mechanisms to minimize environmental impact through the products and services we offer.
Acquisitions and Divestitures As noted above, we execute acquisitions as an element of our business strategy to create opportunities for profitable growth. We also monitor our operations for opportunities to reallocate resources through the divestiture of non-core businesses. In 2023, we acquired Thompson Industrial Services, LLC ("Thompson Industrial") for an all-cash purchase price of $110.9 million, net of cash acquired.
Acquisitions and Divestitures As noted above, we execute acquisitions as an element of our business strategy to create opportunities for profitable growth. We also monitor our operations for opportunities to reallocate resources through the divestiture of non-core businesses. 8 Table Of Contents In 2024, we acquired HEPACO for an all-cash purchase price of $392.2 million, net of cash acquired.
Sources of competition vary by locality and by type of service rendered, with competition coming from national and regional industrial and automotive waste services companies and hundreds of privately-owned firms. Veolia North America, Enviri Corporation, Republic Services, Waste Management, Stericycle, Inc., GFL Environmental and the operations of Heritage-Crystal Clean, a portfolio company of J.F.
Sources of competition vary by locality and by type of service rendered, with competition coming from national and regional industrial and automotive waste services companies and hundreds of privately-owned firms. Veolia North America, Enviri Corporation, Republic Services, Waste Management, Stericycle, Inc.

… 148 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

44 edited+4 added−3 removed88 unchanged
Biggest changeIf our assumptions relating to expansion of our landfills should prove inaccurate, our results of operations and cash flow could be adversely affected. When we include permitted or probable expansion airspace in our calculation of available airspace, we adjust our landfill liabilities to the present value of projected costs for cell closure and landfill closure and post-closure.
Biggest changeWhen we include permitted or probable expansion airspace in our calculation of available airspace, we adjust our landfill liabilities to the present value of projected costs for cell closure and landfill closure and post-closure. It is possible that our estimates or assumptions could ultimately turn out to be significantly different from actual results.
The future operating results may be affected by such factors as our ability to utilize our facilities and workforce profitably in the face of intense price competition, maintain or increase market share in an industry which has in the past experienced significant downsizing and consolidation, realize benefits from cost reduction programs, collect incremental volumes of waste to be handled through our facilities from existing and acquired sales offices and service centers, obtain sufficient volumes of waste at prices which produce revenue sufficient to offset the operating costs of our facilities, minimize downtime and disruptions of operations and develop our field services business.
The future operating results may be affected by such factors as our ability to utilize our facilities and workforce profitably in the face of price competition, maintain or increase market share in an industry which has in the past experienced significant downsizing and consolidation, realize benefits from cost reduction programs, collect incremental volumes of waste to be handled through our facilities from existing and acquired sales offices and service centers, obtain sufficient volumes of waste at prices which produce revenue sufficient to offset the operating costs of our facilities, minimize downtime and disruptions of operations and develop our field services business.
However, if our relationship with our employees were to deteriorate, we could be required to incur additional costs related to wages and benefits, inefficiencies in operations, unanticipated costs in sourcing temporary or third-party labor and interference with customer relations. INDUSTRY RISKS The hazardous waste management business is subject to significant environmental liabilities.
If our relationship with our employees were to deteriorate, we could be required to incur additional costs related to wages and benefits, inefficiencies in operations, unanticipated costs in sourcing temporary or third-party labor and interference with customer relations. INDUSTRY RISKS The hazardous waste management business is subject to significant environmental liabilities.
In accordance with these provisions, our By- 24 Table Of Contents Laws provide for a staggered board of directors which consists of three classes of directors of which one class is elected each year for a three-year term, and require that written application by holders of at least 25% (which is less than the 40% which would otherwise be applicable without such a specific provision in our By-Laws) of our outstanding shares of common stock is required for stockholders to call a special meeting.
In accordance with these provisions, our By-Laws provide for a staggered Board of Directors which consists of three classes of directors of which one class is elected each year for a three-year term, and require that written application by holders of at least 25% (which is less than the 40% which would otherwise be applicable without such a specific provision in our By-Laws) of our outstanding shares of common stock is required for stockholders to call a special meeting.
Malfunctions of these technologies, including disruptions due to natural or man-made disasters (e.g., terrorism or cyber intrusion), could interrupt operations, create incremental operational and safety risks such as those noted above or negatively impact our service to our customers and our business reputation.
Malfunctions of these technologies, including disruptions due to natural or man-made disasters (e.g., terrorism), could interrupt operations, create incremental operational and safety risks such as those noted above or negatively impact our service to our customers and our business reputation.
We have obtained all of the required financial assurance for our facilities through a combination of surety bonds and insurance from qualified insurance companies. The financial assurance related to closure and post-closure obligations of our U.S. and Canadian facilities will renew at various dates throughout 2024.
We have obtained all of the required financial assurance for our facilities through a combination of surety bonds and insurance from qualified insurance companies. The financial assurance related to closure and post-closure obligations of our U.S. and Canadian facilities will renew at various dates throughout 2025.
Additionally, if any one or more of these lawsuits were decided unfavorably, such outcome may encourage more lawsuits against us. STRATEGIC TRANSACTION RISKS Failure to correctly identify strategic acquisitions and divestitures could adversely impact our future results.
Additionally, if any one or more of these lawsuits were decided unfavorably, such outcome may encourage more lawsuits against us. STRATEGIC TRANSACTION RISKS Failure to correctly identify and execute upon strategic acquisitions and divestitures could adversely impact our future results.
Interpretation or enforcement of existing laws and regulations, or the adoption of new laws and regulations, may require a modification or curtailment of our parts cleaning operations or replacement or upgrading our facilities or equipment at substantial cost, which we may not be able to pass on to our customers, and we may choose to indemnify our customers from any fines or penalties they may incur as a result of these new laws and regulations.
Interpretation or enforcement of existing laws and regulations, or the adoption of new laws and regulations, may require a modification or curtailment of our parts cleaning operations or replacement or upgrading our facilities or equipment at substantial cost, which we may not be able to pass on to our customers, and we may choose to indemnify our customers from any fines or penalties they may incur as a result of these 21 Table Of Contents new laws and regulations.
Further, in the future we may be required to make substantial capital expenditures as a result of government proceedings which would have a negative impact on our financial condition and results of operations.
Further, in the future we may be required to make substantial capital expenditures as a result of government proceedings which would have a negative impact on our financial condition, cash flow and results of operations.
Research and development of new technologies may require significant spending which may negatively impact our operating results and cash flows. Failure to innovate and focus on new 17 Table Of Contents technologies that provide superior alternatives to traditional environmental services, waste disposal or oil collection and re-refining service offerings may negatively impact our financial results.
Research and development of new technologies may require significant spending which may negatively impact our operating results and cash flows. Failure to innovate and focus on new technologies that provide superior alternatives to traditional environmental services, waste disposal or oil collection and re-refining service offerings may negatively impact our financial results.
Sections 8.06 and 7.02 of the Massachusetts Business Corporation Act provide that Massachusetts corporations which are publicly-held must have a staggered board of directors and that written demand by holders of at least 40% of the outstanding shares of each relevant voting group of stockholders is required for stockholders to call a special meeting unless such corporations take certain actions to affirmatively "opt-out" of such requirements.
Sections 8.06 and 7.02 of the Massachusetts Business Corporation Act provide that Massachusetts corporations which are publicly-held must have a staggered Board of Directors and that written demand by holders of at least 40% of the outstanding shares of each relevant voting group of stockholders is required for stockholders to call a special meeting unless such corporations take certain actions to affirmatively “opt-out” of such requirements.
While we endeavor to purchase insurance coverage 22 Table Of Contents appropriate to our risk assessment, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages, and as a result our insurance program may not fully cover us for losses we may incur.
While we endeavor to purchase insurance coverage appropriate to our risk assessment, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages, and as a result our insurance program may not fully cover us for losses we may incur.
Furthermore, while we maintain what we believe is sufficient insurance coverage that may (subject to certain policy terms and conditions, including deductibles) cover certain aspects of third-party security and cybersecurity risks and business interruption, our insurance coverage may not always cover all related costs or losses.
We maintain what we believe is sufficient insurance coverage that may (subject to certain policy terms and conditions, including deductibles) cover certain aspects of third-party security and cybersecurity risks and business interruption, however, our insurance coverage may not always cover all related costs or losses.
Our ability to continue operating our facilities and conducting our operations would be adversely affected if we became unable to obtain sufficient insurance, surety bonds, letters of credit and other forms of financial assurance at reasonable cost to meet our regulatory and other business requirements.
Our ability to continue operating our facilities and conducting our operations would be adversely affected if we became unable to obtain sufficient insurance, surety bonds, letters of credit and other forms of financial assurance at reasonable 22 Table Of Contents cost to meet our regulatory and other business requirements.
As a result, we may be required to suspend operations in some or all of our locations, which could have a material adverse effect on our business, financial condition and results of operations. Our growth and success are dependent upon our people.
As a result, we may be required to suspend operations in some or all of our locations, which could have a material adverse effect on our business, financial condition and results of operations. 18 Table Of Contents Our growth and success are dependent upon our people.
Furthermore, lower prospective 19 Table Of Contents profitability may result due to increased interest accretion and depreciation or asset impairment charges related to the removal of previously included expansion airspace, in addition to the loss of future revenue related to the loss of probable airspace.
Furthermore, lower prospective profitability may result due to increased interest accretion and depreciation or asset impairment charges related to the removal of previously included expansion airspace, in addition to the loss of future revenue related to the loss of probable airspace.
We are subject to existing and potential product liability lawsuits relating to parts washer services. Clean Harbors, through its Safety-Kleen branded operations within the Environmental Services segment, from time to time has been named as a defendant in product liability lawsuits in various courts and jurisdictions throughout the United 21 Table Of Contents States.
We are subject to existing and potential product liability lawsuits relating to parts washer services. Clean Harbors, through its Safety-Kleen branded operations within the Environmental Services segment, from time to time has been named as a defendant in product liability lawsuits in various courts and jurisdictions throughout the United States.
Our operations are increasingly dependent upon technology. Failure of these technologies, failure to upgrade or innovate these technologies or failure to identify and develop new technologies could have an adverse impact on our results. Our information technology systems are critical to our operations, customer experience and financial reporting.
Failure of these technologies, failure to upgrade or innovate these technologies or failure to identify and develop new technologies could have an adverse impact on our results. Our information technology systems are critical to our operations, customer experience and financial reporting.
Even with these programs, we and other companies in the environmental services industry are routinely faced with government enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work on waste management facilities and contaminated 20 Table Of Contents sites.
Even with these programs, we and other companies in the environmental services industry are routinely faced with government enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work on waste management facilities and contaminated sites.
We are subject to various taxes in the United States, Canada, India, Mexico, Puerto Rico and certain state and local jurisdictions. Tax interpretations, regulations and legislation in the various jurisdictions in which we operate are subject to change and uncertainty and may impact our results of operations and cash flows.
We are subject to various taxes in the United States, Canada, India, Mexico, Puerto Rico and certain state and local jurisdictions. Tax interpretations, regulations and legislation, including cross-border tariffs, in the various jurisdictions in which we operate are subject to change and uncertainty and may impact our results of operations and cash flows.
Our levels of outstanding debt and letters of credit may: • adversely impact our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes or to repurchase our unsecured senior notes from holders upon any change of control; • require us to dedicate a substantial portion of our cash flow to payment of interest on our debt and fees on our letters of credit, which reduces the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; 23 Table Of Contents • subject us to variable interest rate risk on $380.0 million of our $980.0 million secured senior term loans for which the variable rate had not been fixed via an interest rate swap as of December 31, 2023 and borrowings (if any) under our revolving credit facility; • increase the possibility of an event of default under the financial and operating covenants contained in our debt instruments; and • limit our ability to adjust to rapidly changing market conditions, reduce our ability to withstand competitive pressures and make us more vulnerable to a downturn in general economic conditions of our business than our competitors with less debt.
Our levels of outstanding debt and letters of credit may: • adversely impact our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes or to repurchase our unsecured senior notes from holders upon any change of control; • require us to dedicate a substantial portion of our cash flow to payment of interest on our debt and fees on our letters of credit, which reduces the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; • subject us to variable interest rate risk on $864.9 million of our $1,464.9 million secured senior term loans for which the variable rate had not been fixed via an interest rate swap as of December 31, 2024 and borrowings (if any) under our revolving credit facility; • increase the possibility of an event of default under the financial and operating covenants contained in our debt instruments; and • limit our ability to adjust to rapidly changing market conditions, reduce our ability to withstand competitive pressures and make us more vulnerable to a downturn in general economic conditions of our business than our competitors with less debt.
As of December 31, 2023, the Company was involved in 70 such proceedings (including cases which have been settled but not formally dismissed) wherein persons claim personal injury resulting from the use of its parts cleaning equipment or cleaning products.
As of December 31, 2024, the Company was involved in 68 such proceedings (including cases which have been settled but not formally dismissed) wherein persons claim personal injury resulting from the use of its parts cleaning equipment or cleaning products.
While we seek to minimize our exposure to such risks primarily through (i) comprehensive training programs, (ii) utilizing proper equipment and the latest technologies, (iii) our Environmental Compliance Internal Audit Program, (iv) vehicle and equipment maintenance programs, (v) subcontracting with reputable third-parties (vi) industrial control systems and (vii) insurance, such actions and insurance may not be adequate to cover all of our potential liabilities which could negatively impact our results of operations and cash flows.
While we seek to minimize our exposure to such risks primarily through (i) comprehensive training programs, (ii) utilizing proper equipment and the latest technologies, (iii) our Environmental Compliance Internal Audit Program, (iv) vehicle and equipment maintenance programs, (v) subcontracting with reputable third-parties, (vi) industrial control systems and (vii) insurance, such actions and insurance may not be adequate to cover all of our potential liabilities which could negatively impact our results of operations and cash flows. 17 Table Of Contents Our operations are increasingly dependent upon technology.
Under these provisions, a default or acceleration under one instrument governing our debt may constitute a default under our other debt instruments that contain cross-default and cross-acceleration provisions, which could result in the related debt and the debt under such other instruments becoming immediately due and payable.
Under these provisions, a default or acceleration under one instrument 24 Table Of Contents governing our debt may constitute a default under our other debt instruments that contain cross-default and cross-acceleration provisions, which could result in the related debt and the debt under such other instruments becoming immediately due and payable.
Our operations, predominately within the Safety-Kleen Sustainability Solutions ("SKSS") segment, involve collecting used oil, re-refining a portion of such used oil into base and blended lubricating oils and then selling both base and blended oil products to customers.
Our operations, predominately within the SKSS segment, involve collecting used oil, re-refining a portion of such used oil into base and blended lubricating oils and then selling both base and blended oil products to customers.
Natural disasters or other catastrophic events, including effects of climate change and pandemics as well as their residual macroeconomic effects, could negatively affect our business. Natural disasters such as hurricanes, tornados or earthquakes or other catastrophic events including public health threats could negatively affect our operations and financial performance and harm our reputation.
Natural disasters or other catastrophic events as well as their residual macroeconomic effects, could negatively affect our business. Natural disasters such as hurricanes, tornados, earthquakes, wildfires or other catastrophic events including public health threats could negatively affect our operations and financial performance and harm our reputation.
ITEM 1A. RISK FACTORS An investment in our securities involves certain risks, including those described below. One should carefully consider these risk factors together with all of the information included or incorporated by reference in this report before investing in our securities. OPERATIONAL RISKS Our businesses are subject to operational and safety risks.
ITEM 1A. RISK FACTORS An investment in our securities involves certain risks, including those described below. One should carefully consider these risk factors together with all of the information included or incorporated by reference in this report before investing in our securities.
Our operations and those of others in the environmental services industry are subject to extensive federal, state, provincial and local environmental requirements in both the United States and Canada, including those outlined in the "Government Regulations" section in Item 1 of this report on Form 10-K.
Our operations and those of others in the environmental services industry are subject to extensive federal, state, provincial and local environmental requirements in both the United States and Canada, including those outlined in the 20 Table Of Contents “Government Regulations” section in Item 1 of this report on Form 10-K.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. Dollar. In particular, we recorded approximately 11.5% of our fiscal 2023 direct revenues in Canada and employ approximately 7.0% of our full time active employees at our Global Capabilities Center in India. Because our consolidated financial statements are presented in U.S.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. Dollar. In particular, we recorded approximately 9.1% of our fiscal 2024 revenues in Canada and employ over 7% of our full time active employees at our Global Capabilities Center in India. Because our consolidated financial statements are presented in U.S.
However, if conditions in any of the businesses in which we operate were to deteriorate, we could determine that certain of our assets are impaired and we would then be required to write-off all or a portion of the value of such assets. Any significant write-offs would adversely affect our balance sheet and results of operations.
However, if conditions in any of the businesses in which we operate were to deteriorate, we could determine that certain of our assets are impaired and we would then be required to write-off all or a portion of the value of such assets.
As of December 31, 2023, we have recorded closure, post-closure and remedial liabilities valued at $229.8 million, substantially all of which we assumed in connection with certain acquisitions.
As of December 31, 2024, we have recorded closure, post-closure and remedial liabilities valued at $241.5 million, substantially all of which we assumed in connection with certain acquisitions.
As of December 31, 2023, our long-term debt consisted of $1,345.0 million of unsecured senior notes and $980.0 million of secured senior term loans, with letters of credit of $134.3 million drawn against our revolving credit facility.
As of December 31, 2024, our long-term debt consisted of $1,345.0 million of unsecured senior notes and $1,464.9 million of secured senior term loans, with letters of credit of $130.0 million drawn against our revolving credit facility.
We also test our goodwill and indefinite-lived intangible assets for impairment at least annually on December 31, or when events or changes in the business environment indicate that the carrying value of a reporting unit or indefinite lived intangible may exceed its fair value. During each of 2023, 2022 and 2021, we determined that no asset write-downs were required.
We also test our goodwill and indefinite-lived intangible assets for impairment at least annually on December 31, or when events or changes in the business environment indicate that the carrying value of a reporting unit or indefinite lived intangible may exceed its fair value.
System failures could also impede our ability to collect and report financial results timely or comply with regulations associated with our operations. In addition to the operational and safety risk mitigation procedures noted above, identification of new and emerging technologies may be a risk and an opportunity to our business.
System failures could also impede our ability to collect and report financial results timely or comply with regulations associated with our operations. Identification of new and emerging technologies, including the use of artificial intelligence, may be a risk and an opportunity to our business.
Failure to limit our exposure to such risks could have an adverse impact on our results.
OPERATIONAL RISKS Our businesses are subject to operational and safety risks. Failure to limit our exposure to such risks could have an adverse impact on our results.
We do not control such factors and, as a result, our revenue and income can vary from quarter to quarter, and past financial results for certain quarters may not be a reliable indicator of future results for comparable quarters in subsequent years.
We do not control such factors and, as a result, our revenue and income can vary from quarter to quarter, and past financial results for certain quarters may not be a reliable indicator of future results for comparable quarters in subsequent years. 19 Table Of Contents If our assumptions relating to expansion of our landfills should prove inaccurate, our results of operations and cash flow could be adversely affected.
Our ability to retain key personnel and/or attract new qualified personnel may have an impact on our business and financial results and competition for experienced personnel in the labor market may result in increased costs for wages, overtime and employee recruitment. 18 Table Of Contents We put the safety of our employees at the heart of what we do and believe we have a positive relationship with our workforce.
Our ability to retain key personnel and/or attract new qualified personnel may have an impact on our business and financial results and competition for experienced personnel in the labor market may result in increased costs for wages, overtime and employee recruitment.
DEBT AND FINANCING RELATED RISKS Our levels of outstanding debt and letters of credit could adversely affect our financial condition and ability to fulfill our obligations.
Any significant write-offs would adversely affect our balance sheet and results of operations. 23 Table Of Contents DEBT AND FINANCING RELATED RISKS Our levels of outstanding debt and letters of credit could adversely affect our financial condition and ability to fulfill our obligations.
A significant portion of our business depends upon the demand for cleanup of major spills and other remedial projects and regulatory developments over which we have no control.
A significant portion of our business depends upon the demand for emergency response services at industrial facilities or on our roadways, railways or waterways, and other remedial projects and regulatory developments over which we have no control.
However, events not now anticipated (including future changes in environmental laws and regulations) could require that such payments be made earlier or in greater amounts than we now estimate, which could adversely affect our financial condition, results of operations and cash flows. We may also assume additional environmental liabilities as part of future acquisitions.
Though we have the ability to perform much of the required remediation efforts internally, which helps to limit the cost exposure, events not now anticipated (including future changes in environmental laws and regulations) could require that such payments be made earlier or in greater amounts than we now estimate, which could adversely affect our financial condition, results of operations and cash flows.
If we fail to assess and identify current cybersecurity risks and those associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks. We have implemented measures aimed at preventing security breaches and cyber incidents, including the establishment of processes, procedures and systems focused on response readiness, planning, disaster recovery and business continuity.
We have implemented measures aimed at preventing security breaches and cyber incidents, including the establishment of processes, procedures and systems focused on response readiness, planning, disaster recovery and business continuity.
We actively assess our cybersecurity and technology risks and modify our operational response to such risks as circumstances and technology change. To avoid the collection and housing of customer payment records, we partner with a Payment Card Industry compliant third party to handle our customers’ credit card transactions in a secure a manner.
To avoid the collection and housing of customer payment records, we partner with a Payment Card Industry compliant third party to handle our customers’ credit card transactions in a secure a manner. Despite our best efforts, our preventative measures and incident response efforts may not be entirely effective.
It is possible that our estimates or assumptions could ultimately turn out to be significantly different from actual results. In some cases we may be unsuccessful in obtaining an expansion permit or we may determine that an expansion permit is no longer probable.
In some cases we may be unsuccessful in obtaining an expansion permit or we may determine that an expansion permit is no longer probable.
The occurrence of any of the foregoing could have a material impact on our financial condition or results of operations.
We may be subject to additional regulations and disclosure requirements in the future arising from the increased focus in these areas. The occurrence of any of the foregoing could have a material impact on our financial condition or results of operations.
Removed
Despite our best efforts, our preventative measures and incident response efforts may not be entirely effective.
Added
The risks described below are not intended to be exhaustive and are not the only risks that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business and the market price of our common stock. See the section titled “Disclosure Regarding Forward-Looking Statements” for more information.
Removed
Like many companies, we have experienced third-party attacks on our computer systems which resulted in some business disruption while we responded. We believe that no such attack has resulted in any material adverse consequences.
Added
We actively assess our cybersecurity and technology risks and modify our operational response to such risks as circumstances and technology change. If we fail to assess and identify current cybersecurity risks and those associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks.
Removed
We may be subject to additional regulations and disclosure requirements in the future arising from the increased focus these areas, including the SEC's recent disclosure proposal on climate change. In addition, customers, including the U.S. government, may require us to implement or report on certain ESG data, procedures or standards to continue doing business with us.
Added
We may also assume additional environmental liabilities as part of future acquisitions.
Added
The goodwill and indefinite-lived intangible asset impairment analysis is based on estimates of fair value based on cash flow projections that may differ from actual results. During each of 2024, 2023 and 2022, we determined that no asset write-downs were required.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−1 removed7 unchanged
Biggest changeThe CISO leads the Clean Harbors' cybersecurity response program based on the National Institute of Standards and Technology ("NIST") Cybersecurity Framework providing a collaborative, balanced risk based approach to securing and defending the Company.
Biggest changeManagement's Oversight and Responsibilities Reporting to the CIO, the CISO manages Cybersecurity at Clean Harbors and is a Certified Informational Systems Security Professional. The CISO leads the Clean Harbors’ cybersecurity response program based on the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework providing a collaborative, balanced risk based approach to securing and defending the Company.
During 2023, the Board of Directors established a special subcommittee with the goal of reviewing the Company's overall cybersecurity risk and response landscape. The special Cybersecurity subcommittee is comprised of board members with diverse expertise including risk management, technology and finance, with two members holding Cybersecurity Oversight Certificates issued by the National Association of Corporate Directors and Carnegie Mellon University.
We have a special subcommittee of the Board of Directors with the goal of reviewing the Company’s overall cybersecurity risk and response landscape. The special Cybersecurity subcommittee is comprised of board members with diverse expertise including risk management, technology and finance, with two members holding Cybersecurity Oversight Certificates issued by the National Association of Corporate Directors and Carnegie Mellon University.
The CISO leverages both open source and private threat intelligence sources to remain current about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. The CISO implements and oversees processes and technologies for regular monitoring of our information systems.
The CISO leverages open source and private threat intelligence sources to remain current about the latest developments in cybersecurity, including potential threats and risk management techniques. The CISO implements and 25 Table Of Contents oversees processes and technologies for regular monitoring of our information systems.
The Company has included the relevant potential risks from cybersecurity threats as part of the Company's Risk Factors in Item 1A herein. 25 Table Of Contents
The Company has included the relevant potential risks from cybersecurity threats as part of the Company’s Risk Factors in Item 1A herein.
The Chief Information Security Officer ("CISO") and Chief Information Officer ("CIO") provide comprehensive briefings throughout the year to both the Cybersecurity subcommittee, which meets quarterly, and to the Board of Directors as well.
The Chief Information Security Officer (“CISO”) and Chief Information Officer (“CIO”) provide comprehensive briefings throughout the year to the Cybersecurity subcommittee, which meets quarterly.
Removed
Management's Oversight and Responsibilities Reporting to the CIO, Cybersecurity at Clean Harbors is managed by the Chief Information Security Officer who is a Certified Informational Systems Security Professional.
Added
The chair of the Cybersecurity subcommittee provides updates on the subcommittee’s activities to the Board of Directors and, from time to time as warranted, the CISO and CIO will present to the full Board of Directors as well.

Item 2. Properties

Properties — owned and leased real estate

13 edited+4 added−4 removed3 unchanged
Biggest changeSee "Landfill Accounting" within Note 2, "Significant Accounting Policies," to our consolidated financial statements included in Item 8 of this report for additional information on our commercial and non-commercial landfills. Wastewater Treatment Facilities. We operate a total of ten facilities, of which eight are owned and two are leased, that offer a range of wastewater treatment technologies and services.
Biggest changeIn addition to our commercial landfills, we also own and operate one non-commercial landfill that only accepts waste from our on-site incinerator. See “Landfill Accounting” within Note 2, “Significant Accounting Policies,” to our consolidated financial statements included in Item 8 of this report for additional information on our commercial and non-commercial landfills. Wastewater Treatment Facilities.
These serve as principal sales and service centers from which we provide our environmental, industrial and Safety-Kleen branch core services for our Environmental Services business as well as oil collection and product sales locations for our Safety-Kleen Sustainability Solutions ("SKSS") business. Active Hazardous Waste Management Properties Incinerator Facilities.
These serve as principal sales and service centers from which we provide our environmental, industrial and Safety-Kleen branch core services for our Environmental Services business as well as oil collection and product sales locations for our Safety-Kleen Sustainability Solutions (“SKSS”) business. Active Hazardous Waste Management Properties Incinerator Facilities.
Our practical capacity is not based on a theoretical 24-hour, seven-day operation, but rather is determined as the production level at which our incinerators can operate with an acceptable degree of efficiency, taking into consideration factors such as longer term customer demand, permanent staffing levels, operating shifts, holidays, scheduled maintenance and mix of product.
Our practical capacity is not based on a theoretical 24-hour, seven-day operation, but rather is determined as the production level at which our incinerators can operate with an acceptable degree of efficiency, taking into consideration factors such as longer term customer demand, permanent staffing levels, operating shifts, holidays, scheduled maintenance and mix of the waste processed.
We operate a total of four oil packaging and blending facilities, of which three are owned and one is leased. ITEM 3. LEGAL PROCEEDINGS See Note 18, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report for a description of legal proceedings. ITEM 4.
We operate a total of four oil packaging and blending facilities, of which three are owned and one is leased. ITEM 3. LEGAL PROCEEDINGS See Note 18, “Commitments and Contingencies,” to our consolidated financial statements included in Item 8 of this report for a description of legal proceedings. ITEM 4.
Our properties are sufficient and suitable for our current needs. We have nearly 800 operating locations housed at approximately 580 properties covering all 50 states, nine Canadian provinces, Puerto Rico and Mexico. These operating locations include service centers, branches, satellite locations, active hazardous waste management properties and oil processing, blending and packaging facilities. Many of our properties offer multiple capabilities.
Our properties are sufficient and suitable for our current needs. We have over 870 operating locations housed at approximately 630 properties covering all 50 states, nine Canadian provinces, Puerto Rico and Mexico. These operating locations include service centers, branches, satellite locations, active hazardous waste management properties and oil processing, blending and packaging facilities. Many of our properties offer multiple capabilities.
The following sets forth certain information regarding our key properties as of December 31, 2023. Service Centers, Branches and Satellite Locations We have more than 520 service centers, branches and satellite locations, across approximately 425 locations throughout the United States and Canada.
The following sets forth certain information regarding our key properties as of December 31, 2024. Service Centers, Branches and Satellite Locations We have more than 580 service centers, branches and satellite locations, across approximately 462 locations throughout the United States and Canada.
Oil Processing, Blending and Packaging Facilities Oil Terminals. We operate a total of 78 oil terminals, of which 52 are owned and 26 are leased, which collect or process used oil prior to delivery to our re-refineries or distribution as recycled fuel oil. Oil Recycling and Re-refining Facilities.
We operate a total of 90 oil terminals, of which 53 are owned and 37 are leased, which collect or process used oil prior to delivery to our re-refineries or distribution as recycled fuel oil. Oil Recycling and Re-refining Facilities. We own nine oil re-refineries, eight in the United States and one in Canada.
Wastewater treatment consists primarily of three types of services: hazardous wastewater treatment, sludge dewatering or drying and non-hazardous wastewater treatment. 26 Table Of Contents Treatment, Storage and Disposal Facilities. We operate 32 TSDFs in the United States and Canada, of which 29 are owned and three are leased.
We operate a total of eleven facilities, of which nine are owned and two are leased, that offer a range of wastewater treatment technologies and services. Wastewater treatment consists primarily of three types of services: hazardous wastewater treatment, sludge dewatering or drying and non-hazardous wastewater treatment. Treatment, Storage and Disposal Facilities.
In the United States, we provide incineration through one fluidized bed thermal oxidation unit and three solids and liquids-capable incinerator facilities and we operate one active hazardous waste liquid injection incinerator in Canada. We are currently constructing a second incinerator at our Kimball Nebraska facility that will increase our permitted capacity by approximately 70,000 tons.
In the United States, we provide incineration through one fluidized bed thermal oxidation unit and four solids and liquids-capable incinerator facilities, including the new incinerator in Kimball, Nebraska and we operate one active hazardous waste liquid injection incinerator in Canada. Commercial and Non-Commercial Landfills.
Six of our commercial landfills are designed and permitted for the disposal of hazardous waste and one landfill is operated for non-hazardous industrial waste disposal and, to a lesser extent, municipal solid waste. In addition to our commercial landfills, we also own and operate one non-commercial landfill that only accepts waste from our on-site incinerator.
In the United States and Canada, we operate seven commercial landfills with approximately 26.4 million cubic yards of remaining highly probable airspace. Six of our commercial landfills are designed and permitted for the disposal of hazardous waste and one landfill is operated for non-hazardous industrial waste disposal and, to a lesser extent, municipal solid waste.
Specially designed containment systems, vehicles and other equipment permitted for waste transport, together with drivers trained in transportation and waste handling procedures, provide for the movement of customer waste streams. Other Hazardous Waste Management Properties. We also own eight facilities specializing in solvent recovery, and two autoclave facilities specifically designed to treat medical waste.
Transportation may be accomplished by truck, rail, barge or a combination of modes, with our own assets or in conjunction with third-party transporters. Specially designed containment systems, vehicles and other equipment permitted for waste transport, together with drivers trained in transportation and waste handling procedures, provide for the movement of customer waste streams. Other Hazardous Waste Management Properties.
The following table summarizes the practical capacity and utilization for each incinerator for the year ended December 31, 2023: # of Incinerators Practical Capacity (Tons) Utilization Rate Year Ended December 31, 2023 Arkansas 3 145,072 93.8% Nebraska 1 58,808 86.1% Utah 1 66,815 83.2% Texas 3 165,500 82.3% Ontario, Canada 1 125,526 73.1% 9 561,721 83.7% Our incinerators offer a wide range of technological capabilities to customers through this network.
The following table summarizes the practical capacity and utilization for each incinerator for the year ended December 31, 2024: # of Incinerators Practical Capacity (Tons) Utilization Rate Year Ended December 31, 2024 Arkansas (1) 3 160,072 95.9% Nebraska (2) 2 58,808 86.2% Utah 1 66,815 97.3% Texas 3 165,500 77.6% Ontario, Canada (1) 1 110,526 85.6% 10 561,721 87.6% _____________________ (1) In 2024, following a review of the waste streams processed at our Arkansas and Ontario facilities, we have increased the capacity in Arkansas by 15,000 tons and reduced the capacity in Ontario by the same amount.
We own and operate five incinerator facilities that have a total of nine incinerators with 561,721 tons of total practical capacity and an overall average utilization rate for 2023 of 83.7%.
We own and operate five incinerator facility locations that have a total of ten incinerators, including our new incinerator at Kimball, Nebraska which opened in late 2024. The nine incinerators that were operational during the full year had an overall average utilization of 87.6% on an annual practical capacity of 561,721 tons.
Removed
This incinerator will be the sister site to our El Dorado, Arkansas facility housing a solids and liquids-capable incinerator and is set to open in late 2024. Commercial and Non-Commercial Landfills. In the United States and Canada, we operate seven commercial landfills with approximately 27.2 million cubic yards of remaining highly probable airspace.
Added
These updated amounts are reflected in the table above. (2) Excludes any tonnage disposed of at our second incinerator which opened in late 2024. For 2025, this incinerator’s practical capacity will increase by 70,000 tons. 26 Table Of Contents Our incinerators offer a wide range of technological capabilities to customers through this network.
Removed
Additionally, we are in the process of closing two commercial landfills, Altair and Westmorland, which began closure procedures in 2020, and one on-site non-commercial landfill that reached capacity in early 2023. The three landfills that are already in closure, are excluded from the landfill counts above.
Added
We operate 33 TSDFs in the United States and Canada, of which 30 are owned and three are leased. Our TSDFs facilitate the treatment and movement of materials among our network of service centers and treatment and disposal facilities.
Removed
Our TSDFs facilitate the movement of materials among our network of service centers and treatment and disposal facilities. Transportation may be accomplished by truck, rail, barge or a combination of modes, with our own assets or in conjunction with third-party transporters.
Added
We also operate eight facilities specializing in solvent recovery, seven owned and one leased, and we own and operate two autoclave facilities specifically designed to treat medical waste. Oil Processing, Blending and Packaging Facilities Oil Terminals.
Removed
We own eight oil re-refineries, seven in the United States and one in Canada. With nearly 234.9 million gallons of used oil collected this year, we were able to return 221 million gallons of new re-refined oil, lubricants and byproducts back into the marketplace in 2023. Oil Packaging and Blending Facilities.
Added
Currently our re-refinery in Newark, California is idled; however the location continues to operate as a co-located wastewater treatment, TSDF and oil terminal. The remaining re-refineries have sufficient capacity to continue processing our used oil collections into new re-refined oil, lubricants and byproducts. Oil Packaging and Blending Facilities.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+2 added−2 removed2 unchanged
Biggest changeWe have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time. 28 Table Of Contents COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG CLEAN HARBORS, INC., NYSE COMPOSITE INDEX, S&P MIDCAP 400 INDEX AND A CUSTOM PEER GROUP Performance Graph The following graph compares the five-year return from investing $100 in each of our common stock, the NYSE Composite Index, the S&P Midcap 400 Index and a custom peer group.
Biggest changeWe have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time. 28 Table Of Contents COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG CLEAN HARBORS, INC., NYSE COMPOSITE INDEX, S&P MIDCAP 400 INDEX AND A CUSTOM PEER GROUP Performance Graph The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of the Exchange Act or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.
In addition, our current revolving credit agreement and the indentures and loan agreement governing our other outstanding debt limit the amount we could pay as cash dividends on or for repurchase of our common stock. For additional information surrounding our stock repurchase program, see Note 15, "Stockholders' Equity," to our consolidated financial statements included in Item 8 of this report.
In addition, our current revolving credit agreement and the indentures and loan agreement governing our other outstanding debt limit the amount we could pay as cash dividends on or for repurchase of our common stock. For additional information surrounding our stock repurchase program, see Note 15, “Stockholders' Equity,” to our consolidated financial statements included in Item 8 of this report.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our common stock trades on the New York Stock Exchange ("NYSE") under the symbol CLH.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol CLH.
Securities Authorized For Issuance Under Equity Compensation Plans See Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," for a description of the securities which are authorized for issuance under our equity compensation plans.
Securities Authorized For Issuance Under Equity Compensation Plans See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for a description of the securities which are authorized for issuance under our equity compensation plans.
The values illustrated assume reinvestment of dividends on the ex-dividend date and compares relative performance since a particular starting date. In this instance, the starting date was December 31, 2018, when our common stock closed at $49.35 per share. The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance.
The values illustrated assume reinvestment of dividends on the ex-dividend date and compares relative performance since a particular starting date. In this instance, the starting date was December 31, 2019, when our common stock closed at $85.75 per share. The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance.
(2) The average price paid per share of common stock repurchased under our stock repurchase program includes commissions paid to the brokers. (3) On December 5, 2023, our Board of Directors authorized a $500.0 million expansion of the Company’s current share repurchase program. As of December 31, 2023, the amount available for repurchase under the expanded plan is $554.1 million.
(2) The average price paid per share of common stock repurchased under our stock repurchase program includes commissions paid to the brokers. (3) On December 5, 2023, our Board authorized a $500.0 million expansion of the Company’s then-existing share repurchase program. As of December 31, 2024, the amount available for repurchase under the expanded plan is $499.1 million.
This peer group is comprised of ABM Industries Incorporated, Advanced Drainage Systems, Inc., Chemed Corporation, Emcor Group, Inc., Enviri Corporation, GFL Environmental, Inc., Healthcare Services Group, Inc., Huntsman Corporation, Iron Mountain Incorporated, KBR, Inc, Quanta Services, Inc., Republic Services, Inc., Rollins, Inc., Stanley Black & Decker, Inc., Stericycle, Inc., Tetra Tech, Inc., Waste Connections, Inc., and Waste Management, Inc.
This is shown in the table below as “Peer Group (New)” The prior peer group, shown in the table below as “Peer Group (Prior)”, is comprised of ABM Industries Incorporated, Advanced Drainage Systems, Inc., Chemed Corporation, Darling Ingredients, Inc., Emcor Group, Inc., Enviri Corporation, GFL Environmental, Inc., Healthcare Services Group, Inc., Huntsman Corporation, Iron Mountain Incorporated, KBR, Inc, Quanta Services, Inc., Republic Services, Inc., Rollins, Inc., Stanley Black & Decker, Inc., Stericycle, Inc., Tetra Tech, Inc., Waste Connections, Inc., and Waste Management, Inc.
We have funded and intend to fund repurchases through available cash resources. The stock repurchase program authorizes us to purchase our common stock on the open market or in privately negotiated transactions periodically in a manner that complies with applicable U.S. securities laws.
We have funded and intend to fund repurchases through available cash resources. The stock repurchase program authorizes us to purchase our common stock on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions periodically in a manner that complies with applicable U.S. securities laws or otherwise.
On February 14, 2024, there were 244 stockholders of record of our common stock, excluding stockholders whose shares were held in nominee, or "street name" accounts through brokers or banks. On our last record date, approximately 90,000 additional stockholders beneficially held shares in street name accounts.
On February 12, 2025, there were 215 stockholders of record of our common stock, excluding stockholders whose shares were held in nominee, or "street name" accounts through brokers or banks. On our last record date, more than 126,000 additional stockholders beneficially held shares in street name accounts.
The number of shares purchased and the timing of the purchases has depended and will depend on several factors, including share price, cash required for business plans, trading volume and other conditions. We maintain a repurchase plan in accordance with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.
The number of shares purchased and the timing of the purchases has depended and will depend on several factors, including share price, cash required for business plans, trading volume and other conditions. During the three months ended December 31, 2024, no shares were repurchased under the Rule 10b5-1 plan.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) (in thousands) October 1, 2023 through October 31, 2023 30,678 $ 153.29 29,994 $ 82,677 November 1, 2023 through November 30, 2023 184,126 157.92 180,724 54,101 December 1, 2023 through December 31, 2023 13,385 174.58 — 554,101 Total 228,189 $ 158.27 210,718 _____________________ (1) Includes 17,471 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted shares granted under our long-term equity incentive programs.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) (in thousands) October 1, 2024 through October 31, 2024 134 $ 240.95 — $ 524,101 November 1, 2024 through November 30, 2024 87,202 243.83 81,654 504,131 December 1, 2024 through December 31, 2024 23,338 254.46 19,524 499,139 Total 110,674 $ 246.07 101,178 _____________________ (1) Includes 9,496 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted shares granted under our long-term equity incentive programs.
We established a custom peer group that closely aligns with the breadth and size of our business.
In 2024, we reassessed our peers to create a new a custom peer group that more closely aligns with the breadth and size of our current operations and reflects changes of ownership in private transactions.
Removed
During the three months ended December 31, 2023, 54,574 shares were repurchased under the Rule 10b5-1 plan. Future repurchases may be made as open market or privately negotiated transactions as described above.
Added
The following graph compares the five-year return from investing $100 in each of our common stock, the NYSE Composite Index, the S&P Midcap 400 Index and a new custom peer group as well as the custom peer group used in our 2023 annual report.
Removed
In 2022, we reassessed our peers to maintain a group that closely aligns with the breath and size of our current operations. Further, Heritage-Crystal Clean, Inc. had previously been in the Peer Group but is no longer listed since being acquired by a private company in 2023.
Added
This new peer group is comprised of ABM Industries Incorporated, Advanced Drainage Systems, Inc., APi Group Corporation, Chemed Corporation, Darling Ingredients, Inc., Ecolab Inc., EMCOR Group, Inc., Enviri Corporation, GFL Environmental, Inc., Huntsman Corporation, Iron Mountain Incorporated, KBR, Inc, Republic Services, Inc., Rollins, Inc., Stericycle Inc., Tetra Tech, Inc., The Chemours Company, Waste Connections, Inc., and Waste Management, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

104 edited+35 added−31 removed81 unchanged
Biggest changeWe also believe, however, that providing this information in addition to, and together with, GAAP financial information provides a better understanding of our core operating performance and how management evaluates and measures our performance. 36 Table Of Contents The following is a reconciliation of net income to Adjusted EBITDA for the following years (in thousands, except percentages): For the years ended December 31, 2023 2022 2021 Net income $ 377,856 $ 411,744 $ 203,247 Accretion of environmental liabilities 13,667 12,943 11,745 Stock-based compensation 20,703 26,844 18,839 Depreciation and amortization 365,761 347,594 298,135 Other (income) expense, net (2,315) (2,472) 515 Loss on early extinguishment of debt 2,880 422 — Gain on sale of business — (8,864) — Interest expense, net of interest income 108,595 107,663 77,657 Provision for income taxes 125,423 126,254 66,468 Adjusted EBITDA $ 1,012,570 $ 1,022,128 $ 676,606 As a % of Direct revenues 18.7 % 19.8 % 17.8 % Depreciation and Amortization For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change Depreciation of fixed assets and amortization of landfills and finance leases $ 315,499 $ 297,357 $ 263,387 $ 18,142 6.1 % $ 33,970 12.9 % Permits and other intangibles amortization 50,262 50,237 34,748 25 — 15,489 44.6 Total depreciation and amortization $ 365,761 $ 347,594 $ 298,135 $ 18,167 5.2 % $ 49,459 16.6 % Depreciation and amortization for the year ended December 31, 2023 increased $18.2 million from the comparable period in 2022 due to incremental depreciation and amortization associated with the Thompson Industrial assets acquired on March 31, 2023 and increased finance lease and landfill amortization in the period.
Biggest changeThe following is a reconciliation of net income to Adjusted EBITDA for the following years (in thousands, except percentages): For the years ended December 31, 2024 2023 2022 Net income $ 402,299 $ 377,856 $ 411,744 Accretion of environmental liabilities 13,456 13,667 12,943 Stock-based compensation 27,981 20,703 26,844 Depreciation and amortization 400,922 365,761 347,594 Kimball startup costs 4,343 — — Other expense (income), net 1,454 (2,315) (2,472) Loss on early extinguishment of debt 371 2,880 422 Gain on sale of business — — (8,864) Interest expense, net of interest income 134,964 108,595 107,663 Provision for income taxes 131,144 125,423 126,254 Adjusted EBITDA $ 1,116,934 $ 1,012,570 $ 1,022,128 As a % of Direct revenues 19.0 % 18.7 % 19.8 % 36 Table Of Contents Stock-based Compensation For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change Stock-based compensation $ 27,981 $ 20,703 $ 26,844 $ 7,278 35.2 % $ (6,141) (22.9) % Stock-based compensation for the year ended December 31, 2024 increased $7.3 million from the comparable period in 2023.
We monitor our actual needs and forecasted cash flows, our liquidity and our capital resources, enabling us to plan our present needs and fund items that may arise during the year as a result of changing business conditions 38 Table Of Contents or opportunities.
We monitor our actual needs and forecasted cash flows, our liquidity and our capital resources, 38 Table Of Contents enabling us to plan our present needs and fund items that may arise during the year as a result of changing business conditions or opportunities.
The Environmental Services segment results include the Safety-Kleen branches' core environmental service offerings of containerized waste disposal, parts washer and vacuum services. These results are driven by the volumes of waste collected from these customers, the overall number of parts washers placed at customer sites and the demand for and frequency of other offered services.
The Environmental Services segment results also include the Safety-Kleen branches’ core environmental service offerings of containerized waste disposal, parts washer and vacuum services. These results are driven by the volumes of waste collected from these customers, the overall number of parts washers placed at customer sites and the demand for and frequency of other offered services.
Net cash (used in) from financing activities Net cash used in financing activities for the year ended December 31, 2023 was $208.9 million as compared to $187.3 million for the year ended December 31, 2022.
Net cash used in financing activities for the year ended December 31, 2023 was $208.9 million as compared to $187.3 million for the year ended December 31, 2022.
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 probable of ultimately being permitted based on established criteria. As of December 31, 2023, there were no unpermitted expansions included in management's landfill calculation.
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 probable of ultimately being permitted based on established criteria. As of December 31, 2024, there were no unpermitted expansions included in management's landfill calculation.
Overall, external transportation, rail, vehicle and fuel costs increased $23.5 million, labor and benefit related costs increased $11.8 million and equipment and supply costs increased $5.5 million. Cost of materials, including oil additives and other raw materials decreased by $16.2 million mainly driven by a lower cost of obtaining used oil though our oil collection services.
Overall, external transportation, rail, vehicle and fuel costs increased $23.5 million, labor and benefit related costs increased $11.8 million and equipment and supply costs increased $5.5 million. Cost of materials, including oil additives and other raw materials decreased by $16.2 million mainly driven by a lower cost of obtaining used oil through our oil collection services.
Additional information regarding adjusted free cash flow, which is a non-GAAP measure, including a reconciliation of adjusted free cash flow to net cash from operating activities, appears below under " Adjusted Free Cash Flow ." 31 Table Of Contents Segment Performance The primary financial measure by which we evaluate the performance of our segments is Adjusted EBITDA.
Additional information regarding adjusted free cash flow, which is a non-GAAP measure, including a reconciliation of net cash from operating activities to adjusted free cash flow, appears below under “Adjusted Free Cash Flow . ” 31 Table Of Contents Segment Performance The primary financial measure by which we evaluate the performance of our segments is Adjusted EBITDA.
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, material changes to non-landfill closure and post-closure estimates have been infrequent.
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. Changes to non-landfill closure and post-closure estimates have not been material.
See Note 11, "Remedial Liabilities," to our consolidated financial statements included in Item 8 of this report for the changes to the remedial liabilities during the years ended December 31, 2023 and 2022. The changes in our estimates have not been material. Acquisitions.
Changes in our estimates for remedial liabilities have not been material. See Note 11, "Remedial Liabilities," to our consolidated financial statements included in Item 8 of this report for the changes to the remedial liabilities during the years ended December 31, 2024 and 2023. Acquisitions.
Costs incurred in connection with the collection of used oil and other raw materials associated with the segment’s oil related products can also be volatile and can be impacted by global events and their relative impact on commodity products and pricing.
Overall product pricing and costs incurred in connection with the collection of used oil and other raw materials associated with the segment’s oil related products can also be volatile and can be impacted by global events and their relative impact on commodity products and pricing.
We have included a schedule of our expected payments as of December 31, 2023, in Note 10, “Closure and Post-closure Liabilities" and Note 11, "Remedial Liabilities,” to our consolidated financial statements included in Item 8 of this report.
We have included a schedule of our expected payments as of December 31, 2024, in Note 10, “Closure and Post-closure Liabilities" and Note 11, "Remedial Liabilities,” to our consolidated financial statements included in Item 8 of this report.
This increase is due to incremental net cash generated by operating activities, partially offset by higher spend on property plant and equipment, net of proceeds from the sale and disposal of fixed assets.
This increase was due to incremental net cash generated by operating activities, partially offset by higher spend on property plant and equipment, net of proceeds from the sale and disposal of fixed assets.
Changes in the determination of when the landfill will cease accepting waste, either through a business decision by management, determination that expansion 42 Table Of Contents capacity should no longer be considered probable or changes in estimates on annual airspace consumption, will accelerate accrual of these costs. Non-Landfill Closure and Post-Closure Liabilities.
Changes in the determination of when the landfill will cease accepting waste, either through a business decision by management, determination that expansion capacity should no longer be considered probable or changes in estimates on annual airspace consumption, will accelerate accrual of these costs. Non-Landfill Closure and Post-Closure Liabilities.
If the fair value is less than the carrying value, the impairment loss is measured as the excess of the carrying value of the asset over its fair value. The estimated fair values of our indefinite-lived intangibles exceeded their carrying values at December 31, 2023.
If the fair value is less than the carrying value, the impairment loss is measured as the excess of the carrying value of the asset over its fair value. The estimated fair values of our indefinite-lived intangibles exceeded their carrying values at December 31, 2024.
The changes in 43 Table Of Contents estimates are reflected as adjustments in the ordinary course of business in the period when we determine that an adjustment is appropriate as new information becomes available. Upon demonstration of the effectiveness of the alternative technology and applicable regulatory approval, we update our estimated cost of remediating the affected sites.
The changes in estimates are reflected as adjustments in the ordinary course of business in the period when we determine that an adjustment is appropriate as new information becomes available. Upon demonstration of the effectiveness of the alternative technology and applicable regulatory approval, we update our estimated cost of remediating the affected sites.
For additional information regarding our current portfolio of long-term debt and related significant activity, see Note 12, "Financing Arrangements," to our consolidated financial statements included in Item 8 of this report. 37 Table Of Contents Gain on Sale of Business For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change Gain on sale of business $ — $ 8,864 $ — $ (8,864) 100.0 % $ 8,864 100.0 % During the year ended December 31, 2022, we recognized an $8.9 million gain on the sale of a non-core line of business within our Environmental Services segment.
For additional information regarding our current portfolio of long-term debt and related significant activity, see Note 12, “Financing Arrangements,” to our consolidated financial statements included in Item 8 of this report. 37 Table Of Contents Gain on Sale of Business For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change Gain on sale of business $ — $ — $ 8,864 $ — — % $ (8,864) (100.0) % During the year ended December 31, 2022, we recognized an $8.9 million gain on the sale of a non-core line of business within our Environmental Services segment.
Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the tradename or technology and discounted to present value using an appropriate discount rate. Tangible assets acquired in a business combination include real estate and personal property.
Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade name or technology and discounted to present value using an appropriate discount rate. Tangible assets acquired in a business combination include real estate and personal property.
We have a significant amount of goodwill associated with previous acquisitions. We conducted our annual impairment test of goodwill as of December 31, 2023 in which we assessed the recoverability of the goodwill associated with our reporting units.
We have a significant amount of goodwill associated with previous acquisitions. We conducted our annual impairment test of goodwill as of December 31, 2024 in which we assessed the recoverability of the goodwill associated with our reporting units.
These factors, among others, could significantly impact the impairment analysis and may result in future goodwill or asset impairment charges that, if incurred, could have a material adverse effect on our financial condition and results of operations. 44 Table Of Contents Legal Matters.
These factors, among others, could significantly impact the impairment analysis and may result in future goodwill or asset impairment charges that, if incurred, could have a material adverse effect on our financial condition and results of operations. Legal Matters.
The total increase of $21.6 million during 2023 is due to $8.3 million of incremental debt repayments, $6.3 million of incremental deferred financing costs paid and a $5.0 million increase in withholdings paid for taxes on vested restricted stock.
The total increase of $21.6 million during 2023 is due to $8.3 million of incremental debt repayments, $6.3 million of incremental deferred financing costs paid and a $5.0 million increase in 39 Table Of Contents withholdings paid for taxes on vested restricted stock.
As of December 31, 2023, we were in compliance with the covenants of all of our debt agreements, and we believe we will continue to meet such covenants.
As of December 31, 2024, we were in compliance with the covenants of all of our debt agreements, and we believe we will continue to meet such covenants.
In accordance with the acquisition method of accounting, the purchase price paid for an acquisition is allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired recorded as goodwill.
In accordance with the acquisition method of accounting, the purchase price paid for an acquisition is allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of 43 Table Of Contents the purchase price over the net assets acquired recorded as goodwill.
For additional information regarding the gain on sale of business in 2022, see Note 5, "Disposition of Business," to our consolidated financial statements included in Item 8 of this report.
For additional information regarding the gain on sale of business in 2022, see Note 5, “Disposition of Business,” to our consolidated financial statements included in Item 8 of this report.
The fair value of the trademark and tradename intangible assets as well as the developed technology intangible assets are determined utilizing the relief from royalty method which is a form of the income approach.
The fair value of the trademark and trade name intangible assets as well as the developed technology intangible assets are determined utilizing the relief from royalty method which is a form of the income approach.
The used oil collected is used as feedstock in our oil re-refining to produce our base and blended oil products and other hydraulic oils, lubricants and recycled fuel oil or are integrated into the Clean Harbors' recycling and disposal network.
The used oil collected is used as feedstock in our oil re-refining to produce our base and blended oil products and other hydraulic oils, lubricants and recycled fuel oil or are integrated into the Clean Harbors’ recycling and 30 Table Of Contents disposal network.
See Note 10, "Closure and Post-Closure Liabilities," to our consolidated financial statements included in Item 8 of this report for the changes to these Landfill and Non-Landfill Closure and Post-Closure liabilities during the years ended December 31, 2023 and 2022. Remedial Liabilities. Remedial liabilities recorded at December 31, 2023 and 2022 were $111.2 million and $116.3 million, respectively.
See Note 10, "Closure and Post-Closure Liabilities," to our consolidated financial statements included in Item 8 of this report for the changes to these Landfill and Non-Landfill Closure and Post-Closure liabilities during the years ended December 31, 2024 and 2023. Remedial Liabilities. Remedial liabilities recorded at December 31, 2024 and 2023 were $111.7 million and $111.2 million, respectively.
(4) Calculated as a percentage of total Company revenue. 32 Table Of Contents Direct Revenues There are many factors which can impact our revenues including, but not limited to: overall levels of industrial activity and economic growth in North America, competitive industry pricing, overall market incineration capacity including captive incineration closures, impacts of acquisitions and divestitures, the level of emergency response services, government infrastructure investment, existence or non-existence of large scale environmental waste and remediation projects, weather related events, the number of parts washers placed at customer sites, miles driven and related lubricant demand, base and blended oil pricing, market supply for base oil products, market changes relative to the collection of used oil, our ability to manage the spread between oil product prices, and prices for the collection of used oil and foreign currency translation.
(5) Calculated as a percentage of total Company revenue. 32 Table Of Contents Direct Revenues There are many factors which can impact our revenues including, but not limited to: overall levels of industrial activity and economic growth in North America, changes in the regulatory environment including those related to per- and polyfluoroalkyl substances (“PFAS”), impacts of acquisitions and divestitures, competitive industry pricing, overall market incineration capacity including the closure of captive incinerators, the level of emergency response services, government infrastructure investment, reshoring industrial production and manufacturing, existence or non-existence of large scale environmental waste and remediation projects, weather related events, the number of parts washers placed at customer sites, miles driven and related lubricant demand, base and blended oil pricing, market supply for base oil products, market changes relative to the collection of used oil, our ability to manage the spread between oil product prices, and prices for the collection of used oil and foreign currency translation.
Intangible assets acquired in a business combination may consist of patents, trademarks and tradenames, developed technology, customer relationships and other intangibles.
Intangible assets acquired in a business combination may consist of patents, trademarks and trade names, developed technology, customer relationships and other intangibles.
As noted above, we also maintain our $400.0 million revolving credit facility with no amounts owed as of December 31, 2023. The material terms of these arrangements are discussed further in Note 12, “Financing Arrangements,” to our consolidated financial statements included in Item 8 of this report.
As noted above, we also maintain our $600.0 million revolving credit facility with no amounts owed as of December 31, 2024. 40 Table Of Contents The material terms of these arrangements are discussed further in Note 12, “Financing Arrangements,” to our consolidated financial statements included in Item 8 of this report.
As of December 31, 2023, there were $134.3 million outstanding letters of credit. See Note 12, "Financing Arrangements," to the accompanying financial statements included in Item 8 of this report for further discussion of our standby letters of credit and other financing arrangements.
As of December 31, 2024, there were $130.0 million of outstanding letters of credit. See Note 12, "Financing Arrangements," to the accompanying financial statements included in Item 8 of this report for further discussion of our standby letters of credit and other financing arrangements.
We invest in new business opportunities and aggressively implement strategic sourcing and logistics solutions in the face of inflationary pressures, while also continuing to optimize our management and operating structure in an effort to manage our operating margins.
We invest in new business opportunities and aggressively implement strategic sourcing and logistics solutions, while also continuing to optimize our management and operating structure in an effort to manage our operating margins.
This $108.3 million increase in operating cash flows was attributable to improvement in working capital balances, partially offset by higher cash paid for income taxes, environmental expenditures and interest. Net cash from operating activities for the year ended December 31, 2022 was $626.2 million, an increase of $80.2 million compared to the year ended December 31, 2021.
Net cash from operating activities for the year ended December 31, 2023 was $734.6 million, as compared to $626.2 million for the year ended December 31, 2022. This $108.3 million increase in operating cash flows was attributable to improvement in working capital balances, partially offset by higher cash paid for income taxes, environmental expenditures and interest.
Landfill final closure and post-closure liabilities recorded at December 31, 2023 and 2022 were $59.4 million and $62.3 million, respectively. We have material financial commitments for the costs associated with requirements of the EPA and the comparable regulatory agency in Canada for landfill final closure and post-closure activities.
Landfill final closure and post-closure liabilities recorded at December 31, 2024 and 2023 were $59.4 million in both periods. We have material financial commitments for the costs associated with requirements of the EPA and the comparable regulatory agency in Canada for landfill final closure and post-closure activities.
Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $321.9 million in 2023, which represented a $32.0 million increase over 2022.
Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $357.9 million in 2024, which represented a $32.7 million increase over 2023.
The following is a discussion of how management evaluates its segments in regards to other factors including key performance indicators that management uses to assess the segments’ results, as well as certain macroeconomic trends and influences that impact each reportable segment: • Environmental Services - Environmental Services segment results are predicated upon the demand by our customers for our wide variety of services, waste volumes managed by delivering such services and project work for which responsible waste handling and/or disposal is required.
The following is a discussion of how management evaluates its segments in regards to other factors including key performance indicators that management uses to assess the segments’ results, as well as certain macroeconomic trends and influences that impact each reportable segment: • Environmental Services - The Environmental Services segment results are driven by the customer demand for our wide variety of services, the volume of waste managed and project work requiring responsible waste handling and disposal.
GDP, U.S. industrial production, economic conditions in the general manufacturing, chemical and automotive markets, including efforts and economic incentives to increase domestic operations, available capacity at waste disposal outlets, weather conditions, efficiency of our operations, technology, changing regulations, competition, market pricing of our services, costs incurred to deliver our services and the management of our related operating costs. • Safety-Kleen Sustainability Solutions - Safety-Kleen Sustainability Solutions ("SKSS") segment results are impacted by our customers' demand for high-quality, environmentally responsible recycled oil products and their demand for our related service and product offerings.
Levels of activity and ultimate performance associated with this segment can be impacted by several factors including overall North American GDP, U.S. industrial production, economic conditions in the general manufacturing, chemical and automotive markets including efforts and economic incentives to increase domestic operations, available capacity at waste disposal outlets, demand for industrial cleaning and related industrial services, weather conditions, efficiency of our operations, technology, changing regulations, competition, market pricing of our services, costs incurred to deliver our services and the management of our related operating costs. • Safety-Kleen Sustainability Solutions - Safety-Kleen Sustainability Solutions (“SKSS”) segment results are impacted by our customers’ demand for high-quality, environmentally responsible recycled oil products and their demand for our related service and product offerings.
The Canadian operations of the SKSS segment were negatively impacted by $4.8 million in 2023 due to foreign currency translation. 33 Table Of Contents SKSS direct revenues for the year ended December 31, 2022 increased $221.6 million from the comparable period in 2021.
The Canadian operations of the SKSS segment were negatively impacted by $1.6 million in 2024 due to foreign currency translation. 33 Table Of Contents SKSS direct revenues for the year ended December 31, 2023 decreased $97.1 million from the comparable period in 2022.
In 2024, we expect to pay $10.0 million in principal payments on the secured senior term loans and approximately $120 million interest payments on the entire portfolio of financing arrangements, assuming the variable rate remains consistent throughout 2024.
In 2025, we expect to pay $15.1 million in principal payments on the secured senior term loans and approximately $150 million in interest payments on the entire portfolio of financing arrangements, assuming the variable rate remains consistent throughout 2025.
We amortize landfill improvements and certain landfill-related permits over their 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. We also utilize the units-of-consumption method to record closure and post-closure obligations for landfill cells and sites.
The units-of-consumption method is used to amortize land, landfill cell construction, asset retirement costs and remaining landfill cells and sites. We also utilize the units-of-consumption method to record closure and post-closure obligations for landfill cells and sites.
Foreign currency translation of our Canadian operations negatively impacted our consolidated direct revenues by $23.3 million in 2023 as compared to 2022. Income from operations in 2023 was $612.4 million as compared with $634.7 million in 2022. We reported net income in 2023 and 2022 of $377.9 million and $411.7 million, respectively.
Foreign currency translation of our Canadian operations negatively impacted our consolidated direct revenues by $9.0 million in 2024 as compared to 2023. Income from operations in 2024 was $670.2 million as compared with $612.4 million in 2023, an increase of 9.4%. We reported net income in 2024 and 2023 of $402.3 million and $377.9 million, respectively.
The overall market price of oil and regulations that change the possible usage of used oil or burning of used oil as a fuel, impact the premium the segment can charge for used oil collections. 30 Table Of Contents Highlights Total direct revenues for 2023 increased 4.7% or $242.5 million to $5,409.2 million, compared with $5,166.6 million in 2022.
The overall market price of oil and regulations that change the possible usage of used oil or burning of used oil as a fuel, impact the premium the segment can charge for used oil collections. Highlights Total direct revenues for 2024 increased 8.9% or $480.8 million to $5,890.0 million, compared with $5,409.2 million in 2023.
Additional information regarding Adjusted EBITDA, which is a non-GAAP measure, including a reconciliation of Adjusted EBITDA to net income, appears below under "Adjusted EBITDA." Net cash from operating activities for 2023 was $734.6 million, an increase of $108.3 million from 2022.
Additional information regarding Adjusted EBITDA, which is a non-GAAP measure, including a reconciliation of net income to Adjusted EBITDA, appears below under “Adjusted EBITDA.” Net cash from operating activities for 2024 was $777.8 million, an increase of $43.2 million from 2023.
We continue to upgrade the quality and efficiency of our services through the development of new technology and continued modifications and expansion at our facilities.
We continue to upgrade the quality and efficiency of our services through the development of new technology and continued modifications and expansion at our facilities while also leveraging certain fixed costs of our operating infrastructure.
Environmental Services For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change Cost of revenues $ 3,063,043 $2,902,979 $2,106,790 $ 160,064 5.5 % $ 796,189 37.8 % As a % of Direct revenues 67.9 % 69.6 % 69.5 % (1.7) % 0.1 % Environmental Services cost of revenues for the year ended December 31, 2023 increased $160.1 million from the comparable period in 2022, but as a percentage of revenues, these costs improved 1.7%.
Environmental Services For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change Cost of revenues $ 3,366,022 $ 3,063,043 $ 2,902,979 $ 302,979 9.9 % $ 160,064 5.5 % As a % of Direct revenues 67.3 % 67.9 % 69.6 % (0.6) % (1.7) % Environmental Services cost of revenues for the year ended December 31, 2024 increased $303.0 million from the comparable period in 2023, while improving as a percentage of revenues.
Environmental Services SG&A expenses for the year ended December 31, 2022 increased $49.7 million from the comparable period in 2021, but improved 1.2% as a percentage of revenues driven by leveraging our SG&A base in the midst of the revenue growth discussed above.
Environmental Services SG&A expenses for the year ended December 31, 2023 increased $31.1 million from the comparable period in 2022, but remained relatively consistent as a percentage of revenues by maintaining leverage of our SG&A base in the midst of the revenue growth discussed above.
Adjusted EBITDA should not be considered an alternative to net income or other measurements under generally accepted accounting principles ("GAAP"). Adjusted EBITDA is not calculated identically by all companies, and therefore our measurements of Adjusted EBITDA, while defined consistently and in accordance with our existing credit agreement, may not be comparable to similarly titled measures reported by other companies.
Adjusted EBITDA is not calculated identically by all companies, and therefore our measurements of Adjusted EBITDA, while defined consistently and in accordance with our existing credit agreement, may not be comparable to similarly titled measures reported by other companies.
Summary of Cash Flow Activity For the years ended December 31, (in thousands) 2023 2022 2021 Net cash from operating activities $ 734,552 $ 626,214 $ 545,997 Net cash used in investing activities (575,050) (388,944) (1,507,602) Net cash (used in) from financing activities (208,891) (187,315) 898,249 Net cash from operating activities Net cash from operating activities for the year ended December 31, 2023 was $734.6 million as compared to $626.2 million for year ended December 31, 2022.
Summary of Cash Flow Activity For the years ended December 31, (in thousands) 2024 2023 2022 Net cash from operating activities $ 777,771 $ 734,552 $ 626,214 Net cash used in investing activities (903,674) (575,050) (388,944) Net cash from (used in) financing activities 377,032 (208,891) (187,315) Net cash from operating activities Net cash from operating activities for the year ended December 31, 2024 was $777.8 million as compared to $734.6 million for year ended December 31, 2023.
As of December 31, 2023, we had reserves of $32.4 million consisting of (i) $25.0 million related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets and (ii) $7.4 million primarily related to legal claims as well as federal, state and provincial enforcement actions, which were included in accrued expenses on the consolidated balance sheets.
As of December 31, 2024, we had reserves of $29.8 million consisting of (i) $23.3 million related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial 44 Table Of Contents liabilities on the consolidated balance sheets and (ii) $6.5 million related to federal, state and provincial enforcement actions as well as legal claims, which were included in accrued expenses on the consolidated balance sheets.
Adjusted free cash flow is not calculated identically by all companies, and therefore our measurements of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.
Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore our measurements of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.
Environmental Services For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change SG&A expenses $ 346,791 $ 315,674 $ 265,946 $ 31,117 9.9 % $ 49,728 18.7 % As a % of Direct revenues 7.7 % 7.6 % 8.8 % 0.1 % (1.2) % Environmental Services SG&A expenses for the year ended December 31, 2023 increased $31.1 million from the comparable period in 2022, but remained relatively consistent as a percentage of revenues by maintaining leverage of our SG&A base in the midst of the revenue growth discussed above.
Environmental Services For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change SG&A expenses $ 371,263 $ 346,791 $ 315,674 $ 24,472 7.1 % $ 31,117 9.9 % As a % of Direct revenues 7.4 % 7.7 % 7.6 % (0.3) % 0.1 % Environmental Services SG&A expenses for the year ended December 31, 2024 increased $24.5 million from the comparable period in 2023, and slightly improved as a percentage of revenues by maintaining leverage of our SG&A base in the midst of the revenue growth discussed above.
Blended oil sales revenues increased $19.5 million, a 23% increase in gallons sold, which offset the lower pricing of these products. Revenues from the collection of used oil increased $14.1 million driven by higher pricing for these services.
Blended oil sales revenues increased $19.5 million, a 23% increase in gallons sold, which offset the lower pricing of these products. Revenues from the collection of used oil increased $14.1 million driven by higher pricing for these services. The Canadian operations of the SKSS segment were negatively impacted by $4.8 million in 2023 due to foreign currency translation.
We estimate when future operations will cease and inflate the current cost of closing the non-landfill facility using the appropriate inflation rate and then discounting the future value to arrive at an estimated present value of closure and post-closure costs.
Our cost estimates are calculated using internal sources as well as input from third-party experts. 42 Table Of Contents We estimate when future operations will cease and inflate the current cost of closing the non-landfill facility using the appropriate inflation rate and then discounting the future value to arrive at an estimated present value of closure and post-closure costs.
Safety-Kleen Sustainability Solutions For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change Cost of revenues $ 646,301 $ 615,303 $ 484,662 $ 30,998 5.0 % $ 130,641 27.0 % As a % of Direct revenues 72.0 % 61.9 % 62.7 % 10.1 % (0.8) % SKSS cost of revenues for the year ended December 31, 2023 increased $31.0 million from 2022 and as a percentage of revenues, these costs increased 10.1%, mainly driven by the reduced revenue discussed above.
Safety-Kleen Sustainability Solutions For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change Cost of revenues $ 659,217 $ 646,301 $ 615,303 $ 12,916 2.0 % $ 30,998 5.0 % As a % of Direct revenues 74.5 % 72.0 % 61.9 % 2.5 % 10.1 % SKSS cost of revenues for the year ended December 31, 2024 increased $12.9 million from 2023 and as a percentage of revenues, these costs increased 2.5%.
Amounts spent on additions to property, plant and equipment, net of proceeds from the sale and disposal of fixed assets increased $76.4 million, primarily driven by incremental spend on the new incinerator being built in Kimball, Nebraska.
Amounts spent on additions to property, plant and equipment, net of proceeds from the sale and disposal of fixed assets increased $76.4 million, primarily driven by incremental spend to build the incinerator in Kimball, Nebraska. Total spending in 2023 related to the construction of the Kimball incinerator was $82.6 million compared to $44.9 million spent on the project in 2022.
Loss on Early Extinguishment of Debt For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change Loss on early extinguishment of debt $ (2,880) $ (422) $ — $ (2,458) 582.5 % $ (422) 100.0 % For the year ended December 31, 2023, loss on early extinguishment of debt increased $2.5 million from the comparable period in 2022 due to losses recognized for the repayment of Term Loans due in 2024 and repricing of the Term Loans due in 2028.
Loss on Early Extinguishment of Debt For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change Loss on early extinguishment of debt $ (371) $ (2,880) $ (422) $ 2,509 (87.1) % $ (2,458) 582.5 % The increase in the loss on early extinguishment of debt for the year ended December 31, 2023 was due to the loss recognized for the repayment of certain Term Loans.
(2) Cost of revenue is shown exclusive of items presented separately on the consolidated statements of operations, which consist of (i) accretion of environmental liabilities and (ii) depreciation and amortization. (3) Calculated as a percentage of individual segment direct revenue.
(2) Cost of revenues is shown exclusive of (i) accretion of environmental liabilities and (ii) depreciation and amortization which are presented separately on the consolidated statements of operations.
At December 31, 2023, cash and cash equivalents held by our Canadian subsidiaries totaled $75.9 million. The cash and cash equivalents and marketable securities balance for our U.S. operations was $368.8 million at December 31, 2023. Our U.S. operations had net operating cash inflows of $657.1 million for the year ended December 31, 2023.
The cash and cash equivalents and marketable securities balance for our U.S. operations was $669.8 million at December 31, 2024. Our U.S. operations had net operating cash inflows of $702.3 million for the year ended December 31, 2024.
As a percentage of revenue these costs remained relatively consistent in 2023 after a decrease from 2021 to 2022. In total, Corporate Items SG&A expenses increased by $7.3 million in 2023; however, as noted above, these costs remained relatively consistent as a percentage of revenues.
As a percentage of total Company revenues these costs remained relatively consistent in 2024, 2023 and 2022. In total, Corporate SG&A expenses increased by $36.2 million in 2024; however, as noted above, these costs remained relatively consistent as a percentage of revenues.
Non-landfill closure and post-closure liabilities recorded at December 31, 2023 and 2022 were $59.2 million and $56.6 million, respectively. We base estimates for non-landfill closure and post-closure liabilities on our interpretations of existing permit and regulatory requirements for closure and post-closure maintenance and monitoring. Our cost estimates are calculated using internal sources as well as input from third-party experts.
Non-landfill closure and post-closure liabilities recorded at December 31, 2024 and 2023 were $70.4 million and $59.2 million, respectively. We base estimates for non-landfill closure and post-closure liabilities on our interpretations of existing permit and regulatory requirements for closure and post-closure maintenance and monitoring.
We anticipate that the capital spending will be funded by cash from our operations. Unanticipated changes in environmental regulations could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow. In 2023, capital spending on the construction of our new incinerator at our Kimball, Nebraska facility was approximately $82.6 million.
This includes a long term growth investment of $15 million that we plan to invest in a Phoenix facility. We anticipate that the capital spending will be funded by cash from our operations. Unanticipated changes in environmental regulations could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow.
The 2022 and 2021 effective tax rates benefited from the utilization of previously unbenefited losses in certain of our Canadian entities for which we had previously recognized valuation allowances.
The 2022 effective tax rates benefited from the utilization of previously unbenefited losses in certain of our Canadian entities for which we had previously recognized valuation allowances. As of December 31, 2022, these net operating losses were fully utilized and any remaining valuation allowance, which was nominal, was released.
Safety-Kleen Sustainability Solutions For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change SG&A expenses $ 78,089 $ 72,762 $ 60,797 $ 5,327 7.3 % $ 11,965 19.7 % As a % of Direct revenues 8.7 % 7.3 % 7.9 % 1.4 % (0.6) % SKSS SG&A expenses for the year ended December 31, 2023 increased $5.3 million from the comparable period in 2022 and as a percentage of revenues these costs increased mainly due to the revenue reductions discussed above.
Safety-Kleen Sustainability Solutions For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change SG&A expenses $ 78,575 $ 78,089 $ 72,762 $ 486 0.6 % $ 5,327 7.3 % As a % of Direct revenues 8.9 % 8.7 % 7.3 % 0.2 % 1.4 % SKSS SG&A expenses for the year ended December 31, 2024 remained relatively consistent with the comparable period in 2023 both in dollar amount and as a percentage of revenues.
Provision for Income Taxes For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change Provision for income taxes $ 125,423 $ 126,254 $ 66,468 $ (831) (0.7) % $ 59,786 89.9% Effective tax rate 24.9 % 23.5 % 24.6 % 1.4 % (1.1) % For the year ended December 31, 2023, the provision for income taxes was relatively consistent with the comparable period in 2022 despite a decrease in pre-tax earnings.
Provision for Income Taxes For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change Provision for income taxes $ 131,144 $ 125,423 $ 126,254 $ 5,721 4.6 % $ (831) (0.7)% Effective tax rate 24.6 % 24.9 % 23.5 % (0.3) % 1.4 % For the year ended December 31, 2024, the provision for income taxes increased $5.7 million from the comparable period in 2023 driven by the increase in pre-tax income.
Adjusted EBITDA, which is the primary financial measure by which we evaluate our segments was $1,012.6 million in 2023 and $1,022.1 million in 2022, a decrease driven by the results of the SKSS Segment, which was largely offset by continued growth in our Environmental Services segment.
Adjusted EBITDA, which is the primary financial measure by which we evaluate our operations, was $1,116.9 million in 2024 and $1,012.6 million in 2023, an increase of over 10%, driven by the results of our Environmental Services segment.
As we exit 2023, the effective rate on our debt is approximately 5.34% given the current interest rate environment and our portfolio of long-term debt and related interest rate swaps. For additional information regarding our current portfolio of long-term debt, see Note 12, "Financing Arrangements," to our consolidated financial statements included in Item 8 of this report.
For additional information regarding our current portfolio of long-term debt, see Note 12, "Financing Arrangements," to our consolidated financial statements included in Item 8 of this report.
We serve over 300,000 customers, including the majority of Fortune 500 companies, across various markets including chemical and manufacturing, as well as numerous government agencies. These customers rely on us to safely deliver a broad range of services including but not limited to end-to-end hazardous waste management, emergency response, industrial cleaning and maintenance and recycling services.
These customers rely on us to safely deliver a broad range of services including but not limited to end-to-end hazardous waste management, emergency response, industrial cleaning and maintenance and recycling services.
The Company intends to fund the acquisition with a combination of available cash and incremental borrowings under our term loan facility. 40 Table Of Contents Financing Arrangements As of December 31, 2023, our financing arrangements included (i) $545.0 million of 4.875% unsecured senior notes due 2027, (ii) $980.0 million of secured senior term loans due 2028, (iii) $300.0 million of 5.125% unsecured senior notes due 2029 and (iv) $500.0 million of 6.375% unsecured senior notes due 2031.
Financing Arrangements As of December 31, 2024, our financing arrangements included (i) $545.0 million of 4.875% unsecured senior notes due 2027, (ii) $1,464.9 million of secured senior term loans due 2028, (iii) $300.0 million of 5.125% unsecured senior notes due 2029 and (iv) $500.0 million of 6.375% unsecured senior notes due 2031.
Our accounting 41 Table Of Contents policies related to these estimates are discussed in Note 2, "Significant Accounting Policies," to our consolidated financial statements included in Item 8 of this report. We believe our judgments related to these accounting estimates are appropriate.
Our accounting policies related to these estimates are discussed in Note 2, "Significant Accounting Policies," to our consolidated financial statements included in Item 8 of this report. We believe our judgments related to these accounting estimates are appropriate. However, if different assumptions or conditions were to prevail, the results could be materially different from the amounts recorded.
The increased tax payments were attributable to increased profits. Net cash used in investing activities Net cash used in investing activities for the year ended December 31, 2023 was $575.1 million, an increase of $186.1 million compared to the year ended December 31, 2022.
Net cash used in investing activities Net cash used in investing activities for the year ended December 31, 2024 was $903.7 million, an increase of $328.6 million compared to the year ended December 31, 2023.
We also maintain a $400.0 million revolving credit facility, of which, as of December 31, 2023, approximately $265.7 million was available to borrow under the facility, with letters of credit of $134.3 million outstanding. Material Capital Requirements Capital Expenditures In 2023, our capital expenditures were $412.7 million.
We also maintain a $600.0 million revolving credit facility, of which, as of December 31, 2024, approximately $470.0 million was available to borrow under the facility, with letters of credit of $130.0 million outstanding.
The following table sets forth certain financial information associated with our results of operations for the years ended December 31, 2023, 2022 and 2021 (in thousands, except percentages): Summary of Operations For the years ended December 31, 2023 over 2022 2022 over 2021 2023 2022 2021 Change % Change Change % Change Direct Revenues (1) : Environmental Services $ 4,511,442 $ 4,171,706 $ 3,032,454 $ 339,736 8.1% $ 1,139,252 37.6% Safety-Kleen Sustainability Solutions 897,263 994,392 772,813 (97,129) (9.8) 221,579 28.7 Corporate Items 447 507 299 (60) N/M 208 N/M Total 5,409,152 5,166,605 3,805,566 242,547 4.7 1,361,039 35.8 Cost of Revenues (2) : Environmental Services 3,063,043 2,902,979 2,106,790 160,064 5.5 796,189 37.8 Safety-Kleen Sustainability Solutions 646,301 615,303 484,662 30,998 5.0 130,641 27.0 Corporate Items 36,780 25,648 18,385 11,132 N/M 7,263 N/M Total 3,746,124 3,543,930 2,609,837 202,194 5.7 934,093 35.8 Selling, General and Administrative Expenses: Environmental Services 346,791 315,674 265,946 31,117 9.9 49,728 18.7 Safety-Kleen Sustainability Solutions 78,089 72,762 60,797 5,327 7.3 11,965 19.7 Corporate Items 246,281 238,955 211,219 7,326 3.1 27,736 13.1 Total 671,161 627,391 537,962 43,770 7.0 89,429 16.6 Adjusted EBITDA: Environmental Services 1,101,608 953,053 659,718 148,555 15.6 293,335 44.5 Safety-Kleen Sustainability Solutions 172,873 306,327 227,354 (133,454) (43.6) 78,973 34.7 Corporate Items (261,911) (237,252) (210,466) (24,659) (10.4) (26,786) (12.7) Total $ 1,012,570 $ 1,022,128 $ 676,606 $ (9,558) (0.9)% $ 345,522 51.1% Adjusted EBITDA as a % of Direct Revenues: Environmental Services (3) 24.4 % 22.8 % 21.8 % 1.6 % 1.0 % Safety-Kleen Sustainability Solutions (3) 19.3 % 30.8 % 29.4 % (11.5) % 1.4 % Corporate Items (4) (4.8) % (4.6) % (5.5) % (0.2) % 0.9 % Total 18.7 % 19.8 % 17.8 % (1.1) % 2.0 % ___________________________________ N/M = not meaningful (1) Direct revenue is revenue allocated to the segment performing the provided service.
The following table sets forth certain financial information associated with our results of operations for the years ended December 31, 2024, 2023 and 2022 (in thousands, except percentages): Summary of Operations For the years ended December 31, 2024 over 2023 2023 over 2022 2024 2023 2022 Change % Change Change % Change Direct Revenues (1) : Environmental Services $ 5,004,747 $ 4,511,442 $ 4,171,706 $ 493,305 10.9% $ 339,736 8.1% Safety-Kleen Sustainability Solutions 884,798 897,263 994,392 (12,465) (1.4) (97,129) (9.8) Corporate 407 447 507 (40) N/M (60) N/M Total 5,889,952 5,409,152 5,166,605 480,800 8.9 242,547 4.7 Cost of Revenues (2) : Environmental Services 3,366,022 3,063,043 2,902,979 302,979 9.9 160,064 5.5 Safety-Kleen Sustainability Solutions 659,217 646,301 615,303 12,916 2.0 30,998 5.0 Corporate 36,131 36,780 25,648 (649) N/M 11,132 N/M Total 4,061,370 3,746,124 3,543,930 315,246 8.4 202,194 5.7 Selling, General and Administrative Expenses (3) : Environmental Services 371,263 346,791 315,674 24,472 7.1 31,117 9.9 Safety-Kleen Sustainability Solutions 78,575 78,089 72,762 486 0.6 5,327 7.3 Corporate 261,810 225,578 212,111 36,232 16.1 13,467 6.3 Total 711,648 650,458 600,547 61,190 9.4 49,911 8.3 Adjusted EBITDA: Environmental Services 1,267,462 1,101,608 953,053 165,854 15.1 148,555 15.6 Safety-Kleen Sustainability Solutions 147,006 172,873 306,327 (25,867) (15.0) (133,454) (43.6) Corporate (297,534) (261,911) (237,252) (35,623) (13.6) (24,659) (10.4) Total $ 1,116,934 $ 1,012,570 $ 1,022,128 $ 104,364 10.3% $ (9,558) (0.9)% Adjusted EBITDA as a % of Direct Revenues: Environmental Services (4) 25.3 % 24.4 % 22.8 % 0.9 % 1.6 % Safety-Kleen Sustainability Solutions (4) 16.6 % 19.3 % 30.8 % (2.7) % (11.5) % Corporate (5) (5.1) % (4.8) % (4.6) % (0.3) % (0.2) % Total 19.0 % 18.7 % 19.8 % 0.3 % (1.1) % ___________________________________ N/M = not meaningful (1) Direct revenue is revenue allocated to the segment performing the provided service.
Adjusted Free Cash Flow Management considers adjusted free cash flow to be a measure of liquidity which provides useful information to both management, creditors and investors about our financial strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based.
The increase in the withholdings paid on vested restricted stock is due to the higher share prices at vesting during 2023. Adjusted Free Cash Flow Management considers adjusted free cash flow to be a measure of liquidity which provides useful information to both management, creditors and investors about our financial strength and our ability to generate cash.
Environmental Services For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change Direct revenues $ 4,511,442 $ 4,171,706 $ 3,032,454 $ 339,736 8.1 % $ 1,139,252 37.6 % Environmental Services direct revenues for the year ended December 31, 2023 increased $339.7 million from the comparable period in 2022 due to growth across our service offerings.
Environmental Services For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change Direct revenues $ 5,004,747 $ 4,511,442 $ 4,171,706 $ 493,305 10.9 % $ 339,736 8.1 % Environmental Services direct revenues for the year ended December 31, 2024 increased $493.3 million from the comparable period in 2023 driven by incremental revenues from legacy operations combined with acquisitive growth.
We continue to experience the current macroeconomic inflationary pressures across several cost categories, but most notably related to internal and external labor, transportation, general supplies and energy related costs.
Cost of Revenues We believe that management of operating costs is vital to our ability to remain price competitive. We continue to experience inflationary pressures across several cost categories, but most notably related to transportation, energy related costs and internal and external labor costs.
Direct revenues recorded by our SKSS Segment decreased $97.1 million in 2023 compared to 2022 primarily due lower market-based pricing on our base oil product sales despite higher volumes sold. The SKSS Segment increased the pricing on our collection of used oil services, which partially offset the impact of the lower base oil pricing on direct revenues.
Direct revenues recorded by our SKSS segment decreased $12.5 million in 2024 compared to 2023 primarily due to lower market-based pricing on our base and blended oil product sales as well as reduced volumes of these products sold. Contributions from the acquisition of Noble partially offset these decreases.
Interest Expense, Net of Interest Income For the years ended December 31, 2023 over 2022 2022 over 2021 (in thousands, except percentages) 2023 2022 2021 Change % Change Change % Change Interest expense, net of interest income $ 108,595 $ 107,663 $ 77,657 $ 932 0.9 % $ 30,006 38.6 % Interest expense, net of interest income for the year ended December 31, 2023 remained relatively consistent with the comparable period in 2022 as higher interest rates on our portfolio of debt obligations were partially offset by recognizing an $8.3 million benefit from settling certain interest rate swaps in January 2023 and higher interest income realized, generally on our cash investments.
Interest expense, net of interest income for the year ended December 31, 2023 remained relatively consistent with the comparable period in 2022 as higher interest rates on our portfolio of debt obligations were partially offset by the $8.3 million benefit noted above and higher interest income realized.
These decreases were partially offset by annual accretion of $13.7 million, changes in environmental liability estimates resulting in charges to the consolidated statement of operations of $4.8 million and new liabilities, including those recognized as a result of recent acquisitions of $6.7 million.
This increase was primarily due to new environmental liabilities, including those recognized as a result of recent acquisitions of $18.7 million, annual accretion of $13.5 million and an $8.9 million increase in environmental liability estimates. These increases were partially offset by expenditures of $27.5 million made during 2024.
The effective interest rates on our long-term debt for the years ended December 31, 2023 and December 31, 2022 were 5.19% and 4.05%, respectively. Interest expense, net of interest income, increased $30.0 million in 2022 when compared to 2021.
The effective interest rates on our long-term debt for the years ended December 31, 2024 and December 31, 2023 were 5.40% and 5.19%, respectively.
In general, the overall cost increase was driven by higher labor and benefit related expenses, professional fees and cybersecurity/ information technology costs of $5.6 million, $3.9 million and $3.2 million, respectively, partially offset by lower stock-based compensation expense of $6.1 million. Corporate Items SG&A expenses for the year ended December 31, 2022 increased by $27.7 million in 2021.
Corporate SG&A expenses increased by $13.5 million in 2023; however, as noted above, these costs remained relatively consistent as a percentage of revenues. In general, the overall cost increase was driven by higher labor and benefit related expenses, professional fees and cybersecurity/ information technology costs of $5.6 million, $3.9 million and $3.2 million, respectively.
Selling, General and Administrative Expenses We strive to manage our selling, general and administrative ("SG&A") expenses commensurate with the overall performance of our segments and corresponding revenue levels. We believe our ability to properly align these costs with business performance is reflective of our strong management of the businesses and further promotes our ability to remain competitive in the marketplace.
Expanding our support functions globally has led to both profitability and productivity improvements. We believe our ability to properly align these costs with business performance is reflective of our strong management of the businesses and further promotes our ability to remain competitive in the marketplace.

… 90 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

14 edited+1 added−4 removed6 unchanged
Biggest changeDuring 2023, our Canadian subsidiaries transacted a portion of their business in U.S. Dollars and at any period end had cash on deposit in U.S. Dollars and outstanding U.S. Dollar accounts receivable and payable balances related to their operations. Those U.S. denominated balances are subject to foreign currency gains or losses.
Biggest changeDollars and outstanding U.S. Dollar accounts receivable and payable balances related to their operations. Those U.S. denominated balances are subject to foreign currency gains or losses. Additionally, exchange rate movements also affect the translation of Canadian generated profits and losses into U.S. Dollars. Had the Canadian Dollar been 10.0% stronger or weaker against the U.S.
Should the average interest rate on the remaining variable portion of our long-term debt change by 100 basis points, we estimate that our annual interest expense would change by up to approximately $4.8 million. In addition to the fixed and variable borrowings described above, we have a revolving credit agreement with a maximum borrowing of up to $400.0 million.
Should the average interest rate on the remaining variable portion of our long-term debt change by 100 basis points, we estimate that our annual interest expense would change by up to approximately $8.6 million. In addition to the fixed and variable borrowings described above, we have a revolving credit agreement with a maximum borrowing of up to $600.0 million.
Interest payments on this debt are due semiannually on February 1 and August 1 in the amount of $15.9 million upon each date, and the payments commenced on August 1, 2023.
Interest payments on this debt are due semiannually on February 1 and August 1 in the amount of $15.9 million upon each date.
As of December 31, 2023, interest payments on the $600.0 million of our secured senior term loan, that is effectively fixed by the 2022 Swaps, are approximately $1.9 million per month, inclusive of the margin, Term SOFR Adjustment and fixed swap rate, discussed above.
As of December 31, 2024, interest payments on the $600.0 million of our secured senior term loan, that is effectively fixed by the 2022 Swaps, are approximately $1.9 million per month, inclusive of the 1.75% interest rate margin and 1.965% fixed swap rate, discussed above.
We continue to have variable interest rate risk relative to the portion of our secured senior term loans which exceeds the $600.0 million of principal which is subject to the 2022 Swaps.
We continue to have variable interest rate risk relative to the portion of our secured senior term loans which exceeds the $600.0 million of notional of the 2022 Swaps.
The following table provides information regarding our total borrowings at December 31, 2023 (in thousands): Scheduled Maturity Dates 2024 2025 2026 2027 2028 Thereafter Total Secured senior term loans due 2028 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 940,000 $ — $ 980,000 Unsecured senior notes due 2027 — — — 545,000 — — 545,000 Unsecured senior notes due 2029 — — — — — 300,000 300,000 Unsecured senior notes due 2031 — — — — — 500,000 500,000 Long term debt, at par $ 10,000 $ 10,000 $ 10,000 $ 555,000 $ 940,000 $ 800,000 $ 2,325,000 The interest rate on the $545.0 million unsecured senior notes due July 15, 2027 is fixed at 4.875%.
The following table provides information regarding our total borrowings at December 31, 2024 (in thousands): Scheduled Maturity Dates 2025 2026 2027 2028 2029 Thereafter Total Secured senior term loans due 2028 $ 15,102 $ 15,102 $ 15,102 $ 1,419,592 $ — $ — $ 1,464,898 Unsecured senior notes due 2027 — — 545,000 — — — 545,000 Unsecured senior notes due 2029 — — — — 300,000 — 300,000 Unsecured senior notes due 2031 — — — — — 500,000 500,000 Long term debt, at par $ 15,102 $ 15,102 $ 560,102 $ 1,419,592 $ 300,000 $ 500,000 $ 2,809,898 The interest rate on the $545.0 million unsecured senior notes due July 15, 2027 is fixed at 4.875%.
Interest payments on these $300.0 million unsecured senior notes are also due semiannually on January 15 and July 15 in the amount of $7.7 million upon each date. In January 2023, we issued $500.0 million principal amount of 6.375% unsecured senior notes due February 1, 2031.
Interest payments on this debt are also due semiannually on January 15 and July 15 in the amount of $7.7 million upon each date. The interest rate on the $500.0 million unsecured senior notes due February 1, 2031 is fixed at 6.375%.
Borrowings under this facility would be subject to interest rate variability. 46 Table Of Contents Foreign Currency Risk We view our investment in our foreign subsidiaries as long-term; thus, we have not entered into any hedging transactions between any two foreign currencies or between any of the foreign currencies in which we transact business and the U.S. Dollar.
Foreign Currency Risk We view our investment in our foreign subsidiaries as long-term; thus, we have not entered into any hedging transactions between any two foreign currencies or between any of the foreign currencies in which we transact business and the U.S. Dollar.
When combined with the 1.75% interest rate margin for Term SOFR borrowings and the Term SOFR adjustment of 0.11448% under the 2028 Term Loans, the effective annual interest rate on such $600.0 million aggregate principal amount of the 2028 Term Loans was approximately 3.83%.
When combined with the 1.75% interest rate margin for Term SOFR borrowings under the 2028 Term Loans, the effective annual interest rate on such $600.0 million aggregate principal amount of the 2028 Term Loans was approximately 3.71%. The remaining balance of the 2028 Term Loans subject to interest rate risk as of December 31, 2024 was $864.9 million.
As of December 31, 2023, before taking into account any interest rate swap agreements then in place, we held $980.0 million of variable rate debt under our secured senior term loans due 2028.
As of December 31, 2024, before taking into account any interest rate swap agreements then in place, we held $1,464.9 million of variable rate debt under our secured senior term loans due in 2028 ("2028 Term Loans") which bear interest at the Term SOFR rate plus a margin of 1.75%.
As of December 31, 2023, under the terms of the 2022 Swaps, the Company received interest based on the one-month Term SOFR index and paid interest at the fixed rate of 1.9645% on a notional amount of $600.0 million.
Under the terms of the interest rate swaps entered into in 2022 ("2022 Swaps"), which hedge the interest rate exposure on the 2028 Term Loans, as of December 31, 2024, we would receive interest based on the one-month Term SOFR index and we would pay interest at the fixed rate of 1.965% on a notional amount of $600.0 million.
As of December 31, 2023, the Company had no borrowings outstanding under the facility, letters of credit of $134.3 million issued under the facility and $265.7 million available to borrow.
As of December 31, 2024, the Company had no borrowings outstanding under the facility, letters of credit of $130.0 million issued under the facility and $470.0 million available to borrow. Borrowings under this facility would be subject to interest rate variability.
Given our significant investment in Canada and operations in India and the fluctuations that have and can occur between the U.S. Dollar and Canadian Dollar or Indian Rupee exchange rates, significant movements in cumulative translation adjustment amounts recorded as a component of other comprehensive loss can occur in any given period.
Dollar and Canadian Dollar or Indian Rupee exchange rates, significant movements in cumulative translation adjustment amounts recorded as a component of other comprehensive loss can occur in any given period. 46 Table Of Contents During 2024, our Canadian subsidiaries transacted a portion of their business in U.S. Dollars and at any period end had cash on deposit in U.S.
Exchange rate movements also affect the translation of Canadian generated profits and losses into U.S. Dollars. Had the Canadian Dollar been 10.0% stronger or weaker against the U.S. Dollar, we would have reported increased or decreased net income of $11.9 million for the year ended December 31, 2023. 47 Table Of Contents
Dollar, we would have reported increased or decreased net income of $16.4 million for the year ended December 31, 2024. 47 Table Of Contents
Removed
The secured senior term loans due 2028 ("2028 Term Loans") pay interest at the Term SOFR rate plus the Term SOFR adjustment (as defined by the Term Loan Agreement) of 0.11448% plus a margin of 1.75% (reduced from 2.00% in December 2023).
Added
Given our significant investment in Canada and operations in India and the fluctuations that have and can occur between the U.S.
Removed
Under the terms of the interest rate swaps entered into in 2022 ("2022 Swaps"), which hedge the interest rate exposure on the 2028 Term Loans, we receive interest based on the variable rates on the 2028 Term Loans and we pay a fixed amount of interest.
Removed
For more information on the structure of the 2028 Term Loans or 2022 Swaps, see Note 12, "Financing Arrangements," to our consolidated financial statements included in Item 8 of this report.
Removed
The remaining balance of the 2028 Term Loans subject to interest rate risk as of December 31, 2023 was $380.0 million.

Other CLH 10-K year-over-year comparisons