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What changed in CLEAN HARBORS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CLEAN HARBORS INC's 2024 and 2025 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 2025 report.

+502 added−507 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-19)

Top changes in CLEAN HARBORS INC's 2025 10-K

502 paragraphs added · 507 removed · 407 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

175 edited+43 added−53 removed64 unchanged
Biggest changeWe believe that our relationship with our employees is positive and we engage with our employees through periodic employee engagement surveys, and other mechanisms, to continue the development of these relationships. As part of our commitment to employee safety and quality customer service, we have an extensive compliance program and trained environmental, health and safety staff.
Biggest changeOur focus on these human capital objectives resulted in a 150 basis point reduction in our voluntary turnover rate in 2025, the lowest level in the last five years. We believe that our relationship with our employees is positive, and we engage with our employees through periodic employee engagement surveys and other mechanisms to continue the development of these relationships.
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.
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; the number of parts washer services performed; and pricing realized by our business and peer companies as well as other key metrics.
This signature program is built on safety, quality, efficiency and integrity, and has been offered by Clean Harbors for more than 30 years. By leveraging Clean Harbors’ expertise and capabilities, our on-site crews are dedicated to developing the safest, most cost-effective and sustainable solutions to service customers’ needs.
This signature program is built on safety, quality, efficiency and integrity, and has been offered by Clean Harbors for more than 30 years. By leveraging Clean Harbors’ expertise and capabilities, our on-site crews are dedicated to developing the safest, most cost-effective and sustainable solutions to service our customers’ needs.
As the largest provider of parts cleaning services in North America, we offer a complete line of specially designed parts washers to customer locations and then deliver recurring service that includes machine cleaning and maintenance and disposal and replenishment of clean solvent or aqueous fluids.
As the largest provider of parts cleaning services in North America, we offer a complete line of specially designed parts washers to customer locations and then deliver recurring service that includes machine cleaning, maintenance, disposal and replenishment of clean solvent or aqueous fluids.
Some states classify as hazardous certain wastes that are not regulated under RCRA. For example, certain states including Massachusetts and California consider used oil as “hazardous waste” while RCRA does not. Others require specific handling of used oil.
Some states classify certain wastes as hazardous that are not regulated under RCRA. For example, certain states, including Massachusetts and California, consider used oil as “hazardous waste” while RCRA does not. Others require specific handling of used oil.
We provide multi-faceted, high-quality services to a broad mix of customers and our vast capabilities, valuable and unique assets, skilled workforce, safety profile and breadth of services as well as our overall size, scale and geographic footprint help us attract customers and provide them with environmentally responsible solutions. • Integrated Network of Assets - We believe, in the aggregate, we operate the largest number of commercial hazardous waste incinerators, landfills, treatment facilities and TSDFs in North America.
We provide multi-faceted, high-quality services to a broad mix of customers, and our vast capabilities, valuable and unique assets, skilled workforce, safety profile and breadth of services, as well as our overall size, scale and geographic footprint, help us attract customers and provide them with environmentally responsible solutions. • Integrated Network of Assets - We believe that we operate, in the aggregate, the largest number of commercial hazardous waste incinerators, landfills, treatment facilities and TSDFs in North America.
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.
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 us. • 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.
As an integral part of our services, we collect industrial waste from customers and transport such waste to and between our facilities for treatment or bulking for shipment to final disposal locations. Waste is typically accumulated in containers, such as 55-gallon drums, bulk storage tanks or 20-cubic-yard roll-off containers.
As an integral part of our services, we collect industrial waste from customers and transport such waste to and between our facilities for treatment or bulking for shipment to final disposal locations. Waste is typically accumulated in containers, such as 55-gallon drums, totes, bulk storage tanks or 20-cubic-yard roll-off containers.
Our capability to serve as an outlet for used lubricants in the marketplace, which we then re-refine and convert into high-quality, environmentally responsible recycled products, distinguishes us from many competitors. This process also provides an alternative to other disposal options of the used lubricants.
Our circular capability to serve as an outlet for used lubricants in the marketplace, which we then re-refine and convert into high-quality, environmentally responsible recycled products, distinguishes us from many competitors. This process also provides an alternative to other disposal options of the used lubricants.
We have acquired all material operating permits and approvals now required for the current operation of our business and have applied for, or are in the process of applying for, all permits and approvals needed in connection with planned expansion or modifications of our operations. We continue to monitor and comply with the requirements of our permits and these regulations.
We have acquired all material operating permits and approvals required for the current operation of our business and have applied for, or are in the process of applying for, all permits and approvals needed in connection with planned expansion or modifications of our operations. We continue to monitor and comply with the requirements of our permits and these regulations.
Accordingly, we must comply with state, local and provincial requirements for handling state regulated waste, and, when necessary, obtain state licenses for treating, storing and disposing of such waste at our facilities. Some states regulate other aspects of our operations, as well.
Accordingly, we must comply with state and local requirements for handling state-regulated waste, and when necessary, obtain state licenses for treating, storing and disposing of such waste at our facilities. Some states regulate other aspects of our operations as well.
We believe the availability of skilled, technical and professional personnel, quality of performance, diversity of services, safety record, quality of assets and use of current technologies, as well as price, are the key competitive factors in this service industry.
We believe the availability of skilled, technical and professional personnel, quality of performance, diversity of services, safety record, quality and scale of assets and use of current technologies, as well as price, are the key competitive factors in this service industry.
Under the statute, we may be deemed liable as a generator or transporter of a hazardous substance which is released into the environment, or as the owner or operator of a facility from which there is a release of a hazardous substance into the environment.
Under the statute, we may be deemed liable as a generator or transporter of a hazardous substance that is released into the environment, or as the owner or operator of a facility from which there is a release of a hazardous substance into the environment.
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.
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 and recycling needs.
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.
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, manhole/vault clean outs, product recovery and transfer, scarifying and media blasting, vacuum services, filtration, water treatment services and wetland restoration.
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.
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, or the Exchange Act as soon as reasonably practicable after electronic filing with the SEC.
For our SKSS segment, competitors vary by locality and by type of services rendered, with competition coming from Heritage-Crystal Clean, along with many regional and local firms.
For our SKSS segment, competitors vary by locality and by type of services rendered, with competition coming from Crystal Clean, along with many regional and local firms.
We process the used oil into a variety of products, mostly base oils, including Group III base oils in 2024, and blended lubricating oils. Our Performance Plus® family of automotive and industrial lubricants are sold to on- and off-road corporate fleets, government entities, automotive service shops and industrial plants for hydraulic components, motors, pumps and valves.
We process the used oil into a variety of products, mostly base oils, including Group III base oils, and blended lubricating oils. Our Performance Plus® family of automotive and industrial lubricants are sold to on- and off-road corporate fleets, government entities, automotive service shops and industrial plants for hydraulic components, motors, pumps and valves.
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.
Customers can rely on us 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.
For example, Delaware and New York have set strict regulations regarding the level of volatile organic compounds in parts washer solvents. We endeavor to be and remain in compliance with all applicable state regulations. Our facilities are also regulated pursuant to state statutes, including those addressing clean water and clean air.
For example, certain states, including Delaware and New York, have set strict regulations regarding the level of volatile organic compounds in parts washer solvents. We endeavor to be and remain in compliance with all applicable state regulations. Our facilities are also regulated pursuant to state statutes, including those addressing clean water and clean air.
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.
Our guidelines on corporate governance, the charters for our board committees, and our code of ethics for members of our Board of Directors, or 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.
Pursuant to the EPA's authorization of RCRA equivalent state run programs, a number of U.S. states have regulatory programs governing the operations and permitting of hazardous waste facilities. Accordingly, the hazardous waste treatment, storage and disposal activities of a number of our facilities are regulated by the relevant state agencies in addition to federal EPA regulation.
State and Local Regulations. Pursuant to the EPA's authorization of RCRA equivalent state-run programs, a number of U.S. states have regulatory programs governing the operations and permitting of hazardous waste facilities. Accordingly, the hazardous waste treatment, storage and disposal activities of a number of our facilities are regulated by the relevant state agencies in addition to federal EPA regulation.
Our service centers can also dispatch chemists to a customer location for collection of chemical and laboratory waste for disposal. InSite Service ® offerings is a branded on-site/in-plant service delivery program through which we offer a full range of environmental, industrial and waste management services.
Our service centers can also dispatch chemists to a customer location for collection of chemical and laboratory waste for disposal. Our InSite Service ® offering is a branded on-site/in-plant service delivery program through which we offer a full range of environmental, industrial and waste management services.
We will remain relentless in our pursuit to improve how we work through effective partnering and collaboration, as well as innovation and technological solutions which deliver on our safety promise to ourselves, our customers and our neighbors. It starts with us, and we live it 3-6-5.
We will remain relentless in our pursuit to improve how we work through effective partnering and collaboration, as well as innovation and technological solutions intended to deliver on our safety promise to ourselves, our customers and our neighbors. It starts with us, and we live it 3-6-5.
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.
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 twelve wastewater treatment facilities offer or employ a range of wastewater treatment technologies.
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. We maintain a compliance organization that is independent of the operations of the business to monitor and provide oversight throughout Clean Harbors. We strive to maintain strict professional standards in our compliance activities.
The contractor's pollution liability insurance has limits of $30.0 million per occurrence and $30.0 million in the aggregate, covering offsite remedial activities and associated liabilities. For sudden and accidental in-transit pollution liability, our auto liability policy provides the primary $5.0 million per occurrence of transportation pollution insurance.
The contractor's pollution liability insurance has limits of $30.0 million per occurrence and $30.0 million in the aggregate, covering offsite remedial activities and associated liabilities. For sudden and accidental in-transit pollution liability, our auto liability policy provides the primary $10.0 million per occurrence of transportation pollution insurance.
They are required to report the quantities and disposition of materials shipped. Canadian Federal Regulations. The Canadian federal government has authority for those matters which are national in scope and in impact and for Canada's relations with other nations.
They are required to report the quantities and disposition of materials shipped. Canadian Federal Regulations. The Canadian federal government has authority for those matters that are national in scope and in impact and for Canada's relations with other nations.
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 6 Table Of Contents manage waste which cannot be otherwise safely and/or economically recycled or reused.
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.
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.
Geographical Information For the year ended December 31, 2024, we generated $5,352.4 million or 90.9% of our third-party revenues in the United States and $537.5 million or 9.1% of our third-party revenues in Canada.
For the year ended December 31, 2024, we generated $5,352.4 million or 90.9% of our third-party revenues in the United States and $537.5 million or 9.1% of our third-party revenues in Canada.
Since their initial publication, the rules have been modified to enhance the management standards for TSCA-regulated operations including the decommissioning of PCB transformers and articles, detoxification of transformer oils, incineration of PCB liquids and solids, landfill disposal of PCB solids, and remediation of PCB contamination at customer sites. Other Regulation Impacting the US Operations Federal Regulations.
Since their initial publication, the rules have been modified to enhance the management standards for TSCA-regulated operations, including the decommissioning of PCB transformers and articles, detoxification of transformer oils, incineration of PCB liquids and solids, landfill disposal of PCB solids, and remediation of PCB contamination at customer sites. Other Regulation Impacting U.S. Operations Federal Regulations.
We also provide competitive compensation and benefit programs, including matching employee contributions towards certain retirement savings plans and health savings accounts and a newly launched Employee Stock Purchase Program. We are committed to fundamental human rights principles and we have a comprehensive Human Rights Policy to formalize the standards to which we hold ourselves accountable.
We also provide competitive compensation and benefit programs, including matching employee contributions towards certain retirement savings plans and health savings accounts and our Employee Stock Purchase Program. We are committed to fundamental human rights principles and we have a comprehensive Human Rights Policy to formalize the standards to which we hold ourselves accountable.
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.
Respect is essential to our interactions with employees, customers, shareholders and the public at large. In recognition of our Human Rights Policy, 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.
Increasing regulations may have a negative impact on our operating costs; however, extensive environmental regulation applicable to our industry and operations is a barrier to rapid entry that benefits the Company. Additionally, the impacts of regulations on our customers further enhance the value of the disposal and environmental services we can provide.
Increasing regulations may have a negative impact on our operating costs; however, extensive environmental regulation applicable to our industry and operations is a barrier to rapid entry of competitors that benefits us. Additionally, the impacts of regulations on our customers further enhance the value of the disposal and environmental services we can provide.
Compliance with Environmental Regulations The environmental regulations discussed above require that we remediate contaminated sites, operate our facilities in accordance with enacted regulations, obtain required financial assurance for closure and post-closure care of our facilities should such facilities cease operations and make capital investments in order to keep our facilities in compliance with environmental regulations.
Compliance with Environmental Regulations The environmental regulations discussed above guide certain operations of the Company and require that we remediate contaminated sites, operate our facilities in accordance with enacted regulations, obtain required financial assurance for closure and post-closure care of our facilities should such facilities cease operations and make capital investments in order to keep our facilities in compliance with environmental regulations.
Everywhere industry meets the environment, we aim to be a primary resource for our customers. The principal elements of our business strategy are: • Cross-Sell Our Solutions - The breadth of our service offerings allow us the opportunity to provide various services and products to meet our customers' environmental and sustainability objectives.
Everywhere industry meets the environment, we aim to be a primary resource for our customers. The principal elements of our business strategy are: • Cross Sell Our Solutions - The breadth of our offerings allows us the opportunity to provide various services and products to meet our customers’ environmental and sustainability objectives.
The main provincial acts dealing with hazardous waste management are: • Ontario—Environmental Protection Act; • Quebec—Environmental Quality Act; • Alberta—Environmental Protection and Enhancement Act; and • British Columbia—Waste Management Act. These pieces of legislation were developed by the provinces independently and, among other things, generally control the generation, characterization, transport, treatment and disposal of hazardous waste.
The main provincial acts dealing with hazardous waste management are: • Ontario—Environmental Protection Act; • Quebec—Environmental Quality Act; • Alberta—Environmental Protection and Enhancement Act; and • British Columbia—Waste Management Act. These legislative acts were developed by the provinces independently and, among other things, generally control the generation, characterization, transport, treatment and disposal of hazardous waste.
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.
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 our long-term strategic direction. • Execute Cost, Pricing and Productivity Initiatives - We continually seek to increase efficiency and reduce costs through enhanced technology, process improvements and strategic expense management.
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.
The overall market price of oil and regulations, which 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.
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.
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 owned by us.
Levels of activity and ultimate performance associated with this segment can be impacted by economic conditions in the automotive services and manufacturing markets, including supply imbalances, efficiency of our operations, technology, weather conditions, changing regulations, competition and the management of our related operating costs.
Levels of activity and ultimate performance associated with this segment can be impacted by economic conditions in the manufacturing and automotive services markets, efficiency of our operations, technology, weather conditions, changing regulations, competition and the management of our related operating costs.
Our Company-wide Green Hat program identifies newly hired teammates by their green hats, signaling to more senior teammates to provide extra help, oversight or explanation and also focusing on everyone’s ownership of a safe work environment.
Our company-wide Green Hat program identifies newly hired teammates by their green hats, signaling to more senior teammates to provide extra help, oversight or explanation, and also highlights everyone’s ownership of a safe work environment.
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 the: • Canadian Environmental Protection Act (1999), or 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.
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, or OSHA, are also applicable to all of our operations.
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.
We believe the following are our core competitive strengths developed over 45 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.
RCRA also requires that Part B permits contain provisions for required on-site study and cleanup activities, known as "corrective action," including detailed compliance schedules and provisions for assurance of financial responsibility.
RCRA also requires that Part B permits contain provisions for required on-site study and cleanup activities, known as “corrective action,” including detailed compliance schedules and provisions for assurance of financial responsibility.
For example, in response to the focus on PFAS treatment and disposal, in 2024 we launched our Total PFAS Solutions service, leveraging our unique combination of permitted laboratory, transportation, filtration and disposal assets to provide our customers with a single source provider of PFAS handling from sampling to remediation and disposal.
For example, in response to industry and governmental focus on PFAS treatment and disposal, we launched our Total PFAS Solutions service, leveraging our unique combination of permitted laboratory, transportation, filtration and disposal assets to provide our customers with a single source provider of PFAS handling from sampling to remediation and disposal.
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.
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 fabricators, auto maintenance providers and general manufacturers.
These fluid collections are used as feedstock in our oil re-refining to produce our base and blended oil products and our recycled automotive related fluid products or are integrated into the Clean Harbors' recycling and disposal network.
These fluid collections are used as feedstock in our oil re-refining to produce our base and blended oil products and our recycled automotive related fluid products or are integrated into our recycling and disposal network.
Levels 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.
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, refinery 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.
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.
These amendments also require the EPA to promulgate regulations that (i) control emissions of 188 14 Table Of Contents 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.
Our household hazardous waste collection services provide municipalities with a partner for the collection and disposal of household paints, solvents, batteries, fluorescent lamps, pesticides, cleaners and other hazardous materials.
Our household hazardous waste collection services provide municipalities with a partner for the 7 Table Of Contents collection and disposal of household paints, solvents, batteries, fluorescent lamps, pesticides, cleaners and other hazardous materials.
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 addition to the capacity included in the useful economic life of these landfills, there are approximately 77.8 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.
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 or 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 15 Table Of Contents 3.50%, in an effort to reduce the amount of sulphur oxide and decrease pollution and greenhouse gas emissions from the global shipping fleet.
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.
For the years ended December 31, 2025, 2024 and 2023, we spent $16.1 million, $27.5 million and $29.0 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.
Although generators may hire various companies that have the proper permits and licenses, because of the generators' potential liability, they are very interested in the reputation and financial strength of the companies they use for the management of their hazardous waste.
Although generators may hire various companies that have the proper permits and licenses, because of the generators' potential liability, they tend to be very interested in the reputation and financial strength of the companies they use for the management of their hazardous waste.
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.
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, or VGO which can be further re-refined into lubricant base oils or sold directly into the marine diesel fuel market.
Our pollution liability policies provide an additional $85.0 million per occurrence and $85.0 million in the aggregate for a total of $90.0 million per occurrence and $90.0 million in the aggregate, respectively. A $2.0 million deductible per occurrence applies to this coverage in the United States and Canada.
Our pollution liability policies provide an additional $85.0 million per occurrence and $85.0 million in the aggregate for a total of $95.0 million per occurrence and $95.0 million in the aggregate, respectively. A $5.0 million deductible per occurrence applies to this coverage in the United States and Canada.
We believe that making technological investments that increase the value of our services delivered to customers pays off in a variety of ways including growth, retention, profitability and overall customer experience. • Capture Emergency Response Opportunities - With our extensive national presence of over 150 response locations, Clean Harbors, now including the HEPACO operations, has the manpower, equipment and technical expertise to manage large and small environmental emergencies for our customers.
We believe that making technological investments that increase the value of our services delivered to customers pays off in a variety of ways including growth, retention, profitability and overall customer experience. • Capture Emergency Response Opportunities - With our extensive national presence of over 150 response locations, we have the manpower, equipment and technical expertise to manage large and small environmental emergencies for our 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.
We have two operating segments through which we conduct our 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.
As of December 31, 2024, the useful economic lives of our six commercial hazardous waste landfills included approximately 23.2 million cubic yards of remaining capacity. We estimate the useful economic lives of landfills to include permitted airspace and unpermitted airspace that our management believes to be probable of being permitted based on our analysis of various factors.
As of December 31, 2025, the useful economic lives of our six commercial hazardous waste landfills included approximately 33.0 million cubic yards of remaining capacity. We estimate the useful economic lives of landfills to include permitted airspace and unpermitted airspace that our management believes to be probable of being permitted based on our analysis of various factors.
While our business has historically benefited from increased government regulation of hazardous waste transportation, storage and disposal, the environmental services industry itself is the subject of extensive and evolving regulation by federal, state, provincial and local authorities.
Government Regulations Our business is subject to extensive and evolving federal, state, provincial and local environmental, health, safety and transportation laws and regulations. While our business has historically benefited from increased government regulation of hazardous waste transportation, storage and disposal, the environmental services industry itself is the subject of extensive and evolving regulation by federal, state, provincial and local authorities.
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 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 maintain a casualty insurance program which provides coverage for vehicles, employer's liability and commercial general liability in the aggregate amount of $105.0 million, $102.0 million and $102.0 million, respectively, per year, subject to retentions of $1.0 million for employers' liability in the United States, $2.0 million per occurrence for auto and commercial general liability in the United States and $2.0 million (CAD) per occurrence for employer's liability, auto and commercial general liability in Canada.
We maintain a casualty insurance program that provides coverage for vehicles, employer's liability and commercial general liability in the aggregate amount of $110.0 million, $102.0 million and $102.0 million, respectively, per year, subject to retentions of $2.0 million for employers' liability in the United States, $5.0 million per occurrence for auto, $2.0 million per occurrence for commercial general liability in the United States and $2.0 million (CAD) per occurrence for employer's liability, auto and commercial general liability in Canada.
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, or TSCA. RCRA. RCRA is the principal federal statute governing hazardous waste generation, treatment, transportation, storage and disposal.
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”).
As of December 31, 2025, the useful economic life of our non-hazardous industrial landfill included 3.1 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, or RCRA.
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 17, “Commitments and Contingencies,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, from time to time we are involved in legal proceedings arising under environmental laws and regulations.
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 9, “Closure and Post-Closure Liabilities,” and Note 10, “Remedial Liabilities,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for a discussion of our environmental liabilities. See “Insurance and Financial Assurance” above for a discussion of our financial assurance requirements. The Superfund Act.
The operations of HEPACO expand the Environmental Services segment’s field services business. Also in 2024, we acquired Noble Oil Services, Inc. and its subsidiaries (collectively “Noble”) for an all-cash purchase price of $68.7 million, net of cash acquired.
In 2024, we acquired HEPACO for an all-cash purchase price of $392.2 million, net of cash acquired. The operations of HEPACO expanded our Environmental Services segment’s field services business. Also in 2024, we acquired Noble Oil Services, Inc. and its subsidiaries, collectively Noble, for an all-cash purchase price of $68.7 million, net of cash acquired.
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 19, “Segment Reporting,” respectively, to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Our significant scale allows us to lower costs through standardized compliance procedures and significant purchasing power. By harnessing our technological investments, optimizing logistics and transportation and using our internal resources, we aim to channel waste streams to the most efficient facilities. Throughout the Company, our support functions are highly leverageable, contributing to improved operating margins.
Our significant scale allows us to lower costs through standardized compliance procedures and purchasing synergies. By harnessing our technological investments, optimizing logistics and transportation and using our internal resources, we aim to efficiently channel waste streams to our facilities. Our support functions are highly leverageable, contributing to improved operating margins.
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, also known as the Part B permitting process.
Heritage-Crystal Clean in the United States, and CEDA, GFL Environmental Inc. and Secure Energy Services in Canada, are the principal national firms with which we compete for this work. There are also several regional and local firms with which we compete.
Crystal Clean in the United States and CEDA, GFL Environmental Inc. and Secure Waste Infrastructure Corp in Canada are the principal national firms with which we compete for this work. There are also several regional and local firms with which we compete.
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.
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, which reduces the time to perform and increases the safety of such services.
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 as well as revenues generated and/or 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.
Neither our website nor our Sustainability Report are incorporated by reference in, or considered to be a part of, this annual report on Form 10-K or any other document, unless expressly incorporated by reference.
None of our website, our 2024 Sustainability Report, or our 2025 Sustainability Supplement are incorporated by reference in, or considered to be a part of, this Annual Report on Form 10-K or any other document, unless expressly incorporated by reference.
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.
Human Capital As of December 31, 2025, we employed 22,155 active full-time employees, of which 1,616 in the United States and 642 in Canada were represented by labor unions. In response to the needs of our business, we also employ temporary and part-time employees.
Closure would include the cost of removing the waste stored at a facility which ceased operating and sending the material to another facility for disposal and the cost of performing certain procedures for decontamination of the facility.
Closure care would include the cost of removing the waste stored at a facility that ceased operating and sending 13 Table Of Contents the material to another facility for disposal and the cost of performing certain procedures for decontamination of the facility.
Our workforce is trained to fulfill a multitude of customer needs and our complementary lines of business help keep us steady in times of market uncertainty.
Our workforce is trained to fulfill a multitude of customer needs and our complementary lines of business help drive our resiliency in times of market uncertainty.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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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.
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.
In addition, claims associated with risks for which we are to some extent self-insured (property, workers’ compensation, employee medical, comprehensive general liability and vehicle liability) may exceed our recorded reserves, which could negatively impact future earnings. Tax interpretations and changes in tax regulations and legislation could adversely affect our results of operations.
In addition, claims associated with risks for which we are self-insured to some extent (property, workers’ compensation, employee medical, comprehensive general liability and vehicle liability) may exceed our recorded reserves, which could negatively impact future earnings. Tax interpretations and changes in tax regulations and legislation could adversely affect our results of operations.
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.
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% that 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.
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 that 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.
Our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures, and increasing costs to maintain adequate coverage may significantly impact our financial condition and results of operations. We carry a range of insurance policies intended to protect our assets and operations, including general liability insurance, property damage, business interruption and environmental risk insurance.
Our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures, and increasing costs to maintain adequate coverage may significantly impact our financial condition and results of operations. We carry a range of insurance policies intended to protect our assets and operations, including general liability insurance, property damage, business interruption, environmental risk and vehicle liability insurance.
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.
We are subject to various taxes in the United States, Canada, India, Mexico, Puerto Rico and certain state, provincial 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.
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.
Research and development of new technologies may require significant spending that 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.
Weather conditions and other event driven special projects also cause interim variations in our results. These events could adversely impact the ability of the Company’s suppliers and customers to conduct business activities and could ultimately do so for an indefinite period of time.
Weather conditions and other event-driven special projects could also cause interim variations in our results. These events could adversely impact the ability of our suppliers and customers to conduct business activities and could ultimately do so for an indefinite period of time.
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.
Our 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 that 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 that produce revenue sufficient to offset the operating costs of our facilities, minimize downtime and disruptions of operations and develop our field services business.
Our revolving credit agreement and the indenture and loan agreement governing our other outstanding debt limit, among other things, the extent to which the Company or our restricted subsidiaries can: • incur or guarantee additional indebtedness (including, for this purpose, reimbursement obligations under letters of credit) or issue preferred stock; • pay dividends or make other distributions to our stockholders; • purchase or redeem capital stock or subordinated indebtedness; • make investments; • create liens; • incur restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; • sell assets, including capital stock of our subsidiaries; • consolidate or merge with or into other companies or transfer all or substantially all of our assets; and • engage in transactions with affiliates.
Our revolving credit agreement and the indenture and loan agreement governing our other outstanding debt limit, among other things, the extent to which we or our restricted subsidiaries can: • incur or guarantee additional indebtedness (including, for this purpose, reimbursement obligations under letters of credit) or issue preferred stock; • pay dividends or make other distributions to our stockholders; • purchase or redeem capital stock or subordinated indebtedness; • make investments; • create liens; • incur restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; • sell assets, including capital stock of our subsidiaries; • consolidate or merge with or into other companies or transfer all or substantially all of our assets; and • engage in transactions with affiliates.
This volatility may lead to reduced profitability and increased operating costs in our oil operations and also may impact the cost of fuels throughout our transportation network and facilities. These volatility impacts may affect the Company’s financial condition, results of operations and cash flows.
This volatility may lead to reduced profitability and increased operating costs in our oil operations and also may impact the cost of fuels throughout our transportation network and facilities. These volatility impacts may affect our financial condition, results of operations and cash flows.
If this trend continues, we may not be able to maintain insurance of the types and coverage we desire at reasonable rates or we may need to take on higher deductibles to obtain such coverage.
If this trend continues, we may not be able to maintain insurance of the types and coverage we desire at reasonable rates or at all, or we may need to take on higher deductibles to obtain such coverage.
We also continually review our portfolio of assets to determine the extent to which assets or groups of assets are contributing to our objectives and growth strategy. When we decide to sell a business or specific asset group, we may be unable to do so on satisfactory terms and within our anticipated time frame.
We also continually review our portfolio of assets to determine the extent to which assets or groups of assets are contributing to our objectives and growth strategy. If we decide to sell a business or specific asset group, we may be unable to do so on satisfactory terms and within our anticipated time frame.
In addition, our By-Laws prohibit the removal by the stockholders of a director except for cause. These provisions could inhibit a takeover of our Company by restricting stockholders’ action to replace the existing directors or approve other actions which a party seeking to acquire us might propose.
In addition, our By-Laws prohibit the removal by the stockholders of a director except for cause. These provisions could inhibit a takeover of our company by restricting stockholders’ action to replace the existing directors or approve other actions that a party seeking to acquire us might propose.
The direct and indirect impact of such events could include physical damage to one or more of our facilities, equipment or locations in which we operate, the temporary lack of an adequate workforce in a market and the temporary disruption in rail or other modes of transportation upon which we rely.
The direct and indirect impact of such events could include physical damage to one or more of our facilities, equipment or operating locations; the temporary lack of an adequate workforce in a market; and the temporary disruption in rail or other modes of transportation upon which we rely.
In addition, certain claimants assert that the Company failed to adequately warn the product user of potential risks, including a historic failure to warn that such solvents contain trace amounts of toxic or hazardous substances such as benzene.
In addition, certain claimants assert that we failed to adequately warn the product user of potential risks, including a historic failure to warn that such solvents contain trace amounts of toxic or hazardous substances such as benzene.
These proceedings typically involve allegations that the solvents used in the parts cleaning equipment contain contaminants or that the solvent recycling process does not effectively remove the contaminants that become entrained in the solvents during their use.
These proceedings typically involve allegations that the solvents used in the parts cleaning equipment contained contaminants or that the solvent recycling process does not effectively remove the contaminants that become entrained in the solvents during their use.
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.
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 $660.0 million of our $1,260.0 million secured senior term loans for which the variable rate had not been fixed via an interest rate swap as of December 31, 2025, 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.
We constantly monitor the landscape of environmental regulation; however, our ability to navigate through any changes to such regulations may result in a material effect on our operations, cash flows or financial condition. Environmental and land use laws also impact our ability to expand our facilities.
We constantly monitor the landscape of environmental regulation; however, our ability to navigate through any changes to such regulations may result in a material effect on our operations, cash flows or financial condition. 21 Table Of Contents Environmental and land use laws also impact our ability to expand our facilities.
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.
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.
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.
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.
If we are unable to successfully identify, integrate and develop acquired businesses, we could fail to achieve anticipated synergies and cost savings, including any expected increases in revenues and operating results, which could have a material adverse effect on our financial results.
If we are unable to successfully integrate and operate acquired businesses, we could fail to achieve anticipated synergies and cost savings, including any expected increases in revenues and operating results, which could have a material adverse effect on our financial results.
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, failure to property implement and maintain 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.
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.
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 Annual Report on Form 10-K.
If amounts outstanding under such debts were accelerated, our assets might not be sufficient to repay in full those debts. Our revolving credit agreement and the indentures and loan agreement governing our other outstanding debt also contain cross-default and cross-acceleration provisions.
If amounts outstanding under such debts were accelerated, our assets might not be sufficient to 24 Table Of Contents repay in full those debts. Our revolving credit agreement and the indentures and loan agreement governing our other outstanding debt also contain cross-default and cross-acceleration provisions.
Future statutory and regulatory requirements, including any legislation focused on combating climate change, may require significant cost to comply or may require changes to our products or services. Regulators, in addition to investors, customers and the public in general, have been increasingly focused on environmental, social and cybersecurity practices of companies.
Future statutory and regulatory requirements, including any legislation focused on combating climate change, may require significant cost to comply or may require changes to our products or services. 20 Table Of Contents Regulators, in addition to investors, customers and the public in general, have been increasingly focused on environmental, governance and cybersecurity practices of companies.
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.
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.
Although we have vigorously defended and will continue to vigorously defend the Company and the safety of its products against all of these claims, these lawsuits are subject to many uncertainties and outcomes that cannot be predicted with assurance.
Although we have vigorously defended and will continue to vigorously defend ourselves and the safety of our products against all of these claims, these lawsuits are subject to many uncertainties and outcomes that cannot be predicted with assurance.
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.
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 or effectively execute large-scale capital projects could adversely impact our future results.
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.
We have obtained all of the required financial assurance for our facilities through a combination of surety 22 Table Of Contents 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 2026.
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.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. Dollar. In particular, we recorded 9% of our fiscal 2025 revenues in Canada and employ 9% of our full-time active employees at our Global Capabilities Center in India. Because our consolidated financial statements are presented in U.S.
Other businesses, including our Safety-Kleen branches’ core service offerings of containerized waste collection services, parts washer services and vacuum services, are inextricably connected to the automotive industry. Miles driven and routine automotive maintenance, along with other automotive industry trends, impact demand for parts-washer services, containerized waste collections and vacuum services.
Certain portions of our business, including our Safety-Kleen branches’ core service offerings of containerized waste collection services, parts washer services and vacuum services, are connected to the automotive industry. Miles driven and routine automotive maintenance, along with other automotive industry trends, impact demand for parts-washer services, containerized waste collections and vacuum services.
The theft, destruction, loss, misappropriation or release of sensitive and/or confidential information or intellectual property, or interference with our operational technology, information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, damage to our assets, brand reputational damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage, which could have a material adverse effect on our financial position, results of operations or cash flows.
The theft, destruction, loss, misappropriation or release of sensitive and/or confidential information or intellectual property, or interference with our operational technology, information technology systems or the technology systems of third parties on which we rely could result in business disruption, negative publicity, damage to our assets, brand reputational damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage, which could have a material adverse effect on our financial position, results of operations or cash flows and could subject us to regulatory enforcement actions, contractual liability or increased insurance costs.
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.
We are subject to existing and potential product liability lawsuits relating to our parts washer services. Through our Safety-Kleen branded operations within the Environmental Services segment, we have been from time to time named as a defendant in product liability lawsuits in various courts and jurisdictions throughout the United States.
Future acquisitions of companies may expose us to unknown liabilities. If there are unknown liabilities or other obligations, including contingent liabilities, arising from potential acquisitions, our business could be materially affected.
Future acquisitions of companies may expose us to unknown liabilities. If there are unknown liabilities or other obligations, including contingent liabilities, environmental remediation costs or unknown legal matters arising from potential acquisitions, our business could be materially affected.
Our employees and subcontractors, when necessary, often work under potentially hazardous conditions. These risks expose us to potential liability for pollution and other environmental damages, personal injury, loss of life, business interruption and property damage or destruction.
Our employees and subcontractors, when necessary, often work under potentially hazardous conditions. These risks expose us to potential liability for pollution and other environmental damages, personal injury, loss of life, business interruption, property damage or destruction, reputational damage, loss of operating permits or restrictions placed on our operations.
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.
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 or the effects of climate change, could negatively affect our operations and financial performance and harm our 18 Table Of Contents reputation.
We maintain insurance that we believe will provide coverage for these claims (over amounts accrued for self-insured retentions and deductibles in certain limited cases), though this insurance may not provide coverage for potential awards of punitive damages.
We maintain insurance that we believe will provide coverage for these claims (over amounts accrued for self-insured retentions and deductibles in certain limited cases), though this insurance may not provide coverage for potential awards of punitive damages and be inadequate if the number of claims grows substantially.
Our ability to continue to hold licenses and permits required for our businesses is subject to maintaining satisfactory compliance with such requirements. We may incur significant costs to maintain compliance.
Our businesses are subject to numerous statutory and regulatory requirements. Our ability to continue to hold licenses, permits and transportation operating authority required for our businesses is subject to maintaining satisfactory compliance with such requirements. We may incur significant costs to maintain compliance.
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, 2025, we have recorded closure, post-closure and remedial liabilities valued at $230.7 million, substantially all of which we assumed in connection with 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.
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, including laws, regulations or guidance addressing emerging contaminants such as PFAS, changes to the natural landscape at or surrounding our facilities or remediation sites, or new information identified during remediation, 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.
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.
As of December 31, 2025, we were involved in 76 such proceedings (including cases which have been settled but not formally dismissed) wherein persons claim personal injury resulting from the use of our parts cleaning equipment or cleaning products.
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.
However, if conditions in any of the businesses in which we operate were 23 Table Of Contents 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.
Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft, disruption of our business operations, remediation costs for repairs of system damage and inadvertent release of information.
Mobile devices and other online technologies connect our employees to our customers and our networks. Such uses give rise to cybersecurity risks, including security breach, espionage, ransomware, system disruption, theft, disruption of our business operations, remediation costs for repairs of system damage and inadvertent release of information.
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.
As of December 31, 2025, our long-term debt consisted of $1,545.0 million of unsecured senior notes and $1,260.0 million of secured senior term loans, with letters of credit of $146.5 million drawn against our revolving credit facility.
Declines in this industry, whether temporary or a lasting trend, may reduce the demand for these core service offerings which may adversely impact our financial results. LEGAL, ENVIRONMENTAL AND REGULATORY COMPLIANCE RISKS Our businesses are subject to numerous statutory and regulatory requirements, which may increase in the future. Our businesses are subject to numerous statutory and regulatory requirements.
Declines in this industry, whether temporary or reflecting longer-term fundamental changes in transportation, energy usage or vehicle technology, may reduce the demand for these core service offerings, which may adversely impact our financial results. LEGAL, ENVIRONMENTAL AND REGULATORY COMPLIANCE RISKS Our businesses are subject to numerous statutory and regulatory requirements, which may change in the future.
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.
If those cyclical industries slow significantly, the business that we receive from them would likely decrease. 19 Table Of Contents 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.
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.
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.
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.
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.
Our business is also cyclical to the extent that it is dependent upon a stream of waste from cyclical industries such as chemical and petrochemical. If those cyclical industries slow significantly, the business that we receive from them would likely decrease.
Our business is also cyclical to the extent that it is dependent upon streams of waste from cyclical industries such as chemical and petrochemical.
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.
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.
Although none of these fines or penalties that we have paid in the past have had a material adverse effect upon us, future fines and penalties may be more substantial.
From time to time, fines and/or penalties have been levied upon us in government environmental enforcement proceedings. Such fines typically have related to our waste treatment, storage and disposal operations. Although none of these fines or penalties that we have paid in the past have had a material adverse effect upon us, future fines and penalties may be more substantial.
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.
The impairment testing for goodwill and other indefinite-lived intangible assets relies on fair value assessments derived from estimated future cash flows, which are subject to inherent variability and may differ from actual future results. During each of 2025, 2024 and 2023, we determined that no asset write-downs were required.
In some cases we may be unsuccessful in obtaining an expansion permit or we may determine that an expansion permit is no longer probable.
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.
A cybersecurity incident could negatively impact our business, operations and relationships with customers. We use technology in substantially all aspects of our business operations. Mobile devices and other online technologies connect our employees to our customers and our networks.
Our industry competitiveness could be affected by the introduction of new technological solutions that offer lower cost alternatives to incineration methods for waste disposal. A cybersecurity incident could negatively impact our business, operations and relationships with customers. We use technology in substantially all aspects of our business operations.
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.
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 our information technology systems, we rely on operational technology, including industrial control systems, to manage and monitor certain treatment, incineration and transportation activities.
Removed
From time to time, fines and/or penalties have been levied upon the Company in government environmental enforcement proceedings. Such fines typically have related to our waste treatment, storage and disposal operations.
Added
Such actions and insurance though 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.
Removed
Environmental laws and regulations have adversely affected and may adversely affect parts cleaning and other solvent related services. In connection with our parts cleaning and other solvent related services, we have been subject to fines and certain orders requiring us to take environmental remedial action.
Added
Disruptions, failures or cyber intrusions affecting these systems could impair our ability to operate facilities safely or profitably, comply with permit conditions or respond effectively to incidents, and could increase the risk of environmental releases or personal injury.
Removed
Recent and potential changes in environmental laws and regulations may also adversely affect future parts cleaning and other solvent related services.
Added
The inability to create and implement a governance framework and risk mitigation strategies in relation to emerging technologies, including artificial intelligence, could create potential risks to the Company. The use of artificial intelligence has the potential to alter how technology is employed within our business and may impact specific areas in ways that remain unpredictable.
Removed
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.
Added
Our inability to efficiently leverage the advantages that artificial intelligence offers may weaken our competitiveness. Furthermore, inadequate risk management regarding technology and artificial intelligence could result in detrimental consequences for both our operational outcomes and competitiveness. Identification of new and emerging technologies with regard to waste disposal and recycling may be a risk and an opportunity to our business.
Removed
On the other hand, in some cases if new laws and regulations are less stringent, our customers or competitors may be able to manage waste more effectively themselves, which could decrease the demand for parts cleaning and other solvent related services or increase competition, which could adversely affect the results of operations, most predominately within the Environmental Services segment.
Added
Additionally, our operations are subject to numerous national, state, provincial and local transportation regulations that have various compliance requirements and associated operational costs.
Added
Significant large-scale capital projects are periodically undertaken by the organization. The execution of such initiatives often requires comprehensive planning, specialized expertise and significant capital expenditures. If we are unable to successfully execute these capital projects, it could result in unanticipated project delays or incremental capital requirements that could impact our future financial condition, results of operations or cash flows.
Added
These policies are outlined in the “Insurance and Financial Assurance” section in Item 1 of this Annual Report on Form 10-K.
Added
In many cases, we have made the decision to increase our policy deductibles in order to address the rising cost of insurance premiums, which may expose us to a higher level of retained risk.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe 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.
Biggest changeOur cybersecurity response program is based on the National Institute of Standards and Technology, or NIST, Cybersecurity Framework, which provides a collaborative, balanced risk-based approach to securing and defending our company. 25 Table Of Contents 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.
Board of Director Oversight The Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats.
Board of Director Oversight Our Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats.
The Board, led by the Executive Chairman Alan McKim, who is also the Chief Technology Officer of the Company, has primary oversight responsibilities for cybersecurity risks and therefore has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats.
The Board, led by the Executive Chairman Alan McKim, who is also our Chief Technology Officer, has primary oversight responsibilities for cybersecurity risks and has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats.
ITEM 1C. CYBERSECURITY Clean Harbors recognizes the critical importance of developing, implementing and maintaining cybersecurity measures to safeguard our information technology. The Company has integrated cybersecurity risk management into our overall risk management framework to collectively assess and respond to operational, financial and cybersecurity risks.
ITEM 1C. CYBERSECURITY We recognizes the critical importance of developing, implementing and maintaining cybersecurity measures to safeguard our information technology. We have has integrated cybersecurity risk management into our overall risk management framework to collectively assess and respond to operational, financial and cybersecurity risks.
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.
We have a special subcommittee of the Board of Directors with the goal of reviewing our overall cybersecurity risk and response programs. The special Cybersecurity Subcommittee comprises 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 Chief Information Security Officer (“CISO”) and Chief Information Officer (“CIO”) provide comprehensive briefings throughout the year to the Cybersecurity subcommittee, which meets quarterly.
Our Chief Information Security Officer, or CISO, and our Chief Information Officer, or CIO, provide comprehensive briefings throughout the year to the Cybersecurity Subcommittee, which generally meets quarterly.
Third party cybersecurity advisory services are employed to consult on, monitor, respond and/or assess our IT landscape and cybersecurity response. The CISO is also responsible for the ongoing cybersecurity awareness, training and education of the employees of Clean Harbors and any other parties that may interact with the Company’s information technology systems.
The CISO implements and oversees processes and technologies for regular monitoring of our information systems. Third-party cybersecurity advisory services are employed to consult on, monitor, respond and/or assess our information technology, or IT, landscape and cybersecurity response.
This plan includes immediate actions to mitigate the impact, solutions to enable the restoration of business critical technology and long-term strategies for remediation and prevention of future incidents. Risks from Cybersecurity Threats The Company has not encountered cybersecurity challenges that have materially impacted our operations or financial results.
In the event of a cybersecurity incident, the CISO is equipped with a well-defined incident response plan, which has been communicated to the IT and operational organization. This plan includes immediate actions to mitigate the impact, solutions to enable the restoration of business-critical technology and long-term strategies for remediation and prevention of future incidents.
Management'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.
Management's Oversight and Responsibilities Reporting to the CIO, the CISO manages cybersecurity at our company and is a Certified Informational Systems Security Professional. Our CISO, who has been with us for more than five years, leads the our cybersecurity response program.
The Company has included the relevant potential risks from cybersecurity threats as part of the Company’s Risk Factors in Item 1A herein.
Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impacted our operations or financial results. We have included the relevant potential risks from cybersecurity threats as part of the Company’s Risk Factors in Item 1A in this Annual Report on Form 10-K.
Awareness activities include cybersecurity training, simulated exercises, cross functional tabletop exercises and internal communication updates. In the event of a cybersecurity incident, the CISO is equipped with a well-defined incident response plan which has been communicated to the IT and operational organization.
The CISO is also responsible for the ongoing cybersecurity awareness, training and education of our employees and any other parties that may interact with our IT systems. Awareness activities include cybersecurity training, simulated exercises, cross functional tabletop exercises and internal communication updates.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn 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.
Biggest changeSix 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 26 Table Of Contents non-commercial landfill that only accepts waste from our on-site incinerator.
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 business. Active Hazardous Waste Management Properties Incinerator Facilities.
ITEM 2. PROPERTIES Our principal executive offices are in Norwell, Massachusetts. We own our primary executive office building in Massachusetts which occupies 104,000 square feet. We also currently lease 59,300 square feet of additional office space in Norwell, Massachusetts under arrangements which do not expire until 2042. We have regional administrative offices in Texas, Canada and India.
ITEM 2. PROPERTIES Our principal executive offices are in Norwell, Massachusetts. We own our primary executive office building in Massachusetts, which occupies 104,000 square feet. We also currently lease 59,300 square feet of additional office space in Norwell, Massachusetts, under arrangements that do not expire until 2042. We have regional administrative offices in Canada and India.
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.
We operate a total of 12 facilities, of which 10 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.
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.
We operate a total of 88 oil terminals, of which 54 are owned and 34 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 eight oil re-refineries, seven in the United States and one in Canada.
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.
We also operate nine facilities specializing in solvent recovery, of which seven are owned and two are leased, and we own and operate two autoclave facilities specifically designed to treat medical waste. Oil Processing, Blending and Packaging Facilities Oil Terminals.
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.
Many of our properties offer multiple capabilities. The following sets forth certain information regarding our key properties as of December 31, 2025. Service Centers, Branches and Satellite Locations We have approximately 580 service centers, branches and satellite locations, across approximately 450 properties or parcels throughout the United States and Canada.
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.
Our properties are sufficient and suitable for our current needs. We have approximately 860 operating locations sited across at approximately 620 properties or parcels covering all 50 U.S. states, eight 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.
In 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.
See “Landfill Accounting” within Note 2, “Significant Accounting Policies,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on our commercial and non-commercial landfills. Wastewater Treatment Facilities.
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.
In the United States, we provide incineration through one fluidized bed thermal oxidation unit and four solids and liquids-capable incinerator facilities, and we operate one active hazardous waste liquid injection incinerator in Canada. Commercial and Non-Commercial Landfills. In the United States and Canada, we operate seven commercial landfills with approximately 36.1 million cubic yards of remaining highly probable airspace.
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.
Practical capacity reflects the production level at which our incinerators can operate efficiently and sustainably. It is not based on continuous 24-hour, seven-day operations but instead takes into account factors such as long-term customer demand, staffing levels, shift structures, holidays, scheduled maintenance and mix of the waste processed.
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.
Currently our re-refineries in Newark, California and Rollinsford, New Hampshire are idled. 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. We operate a total of four oil packaging and blending facilities, of which three are owned and one is leased. ITEM 3.
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.
LEGAL PROCEEDINGS See Note 17, “Commitments and Contingencies,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for a description of legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 27 Table Of Contents PART II
Capacity utilization is calculated by dividing actual production tons by practical capacity at each incinerator.
Utilization is calculated by dividing actual production tons by practical capacity at each incinerator. For the year ended December 31, 2025, total utilization was 85.0%. Excluding the new incinerator at Kimball, Nebraska, which is still ramping up, utilization across the remaining incinerators was 89% for the full year.
Removed
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.
Added
We own and operate an integrated network of ten incinerators located at five incinerator facility locations. The complementary capabilities of these facilities allow us to manage waste across our network with a focus on waste-handling compliance, transportation efficiency and overall incinerator utilization. The network’s annual practical capacity is 631,721 tons.
Removed
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.
Added
The Kimball incinerator, which commenced operations in late 2024, is not expected to reach full utilization until the end of 2026. Our incinerators offer a wide range of technological capabilities to customers through this network.
Removed
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
MINE SAFETY DISCLOSURES Not applicable. 27 Table Of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe 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.
Biggest changeThis peer group is shown in the table below as “Peer Group”. 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, 2020, when our common stock closed at $76.10 per share.
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.
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, 2025, 13,761 shares were repurchased under the Rule 10b5-1 plan.
We 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.
We 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 the Exchange Act, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act.
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.
This peer group comprises 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., Tetra Tech, Inc., The Chemours Company, 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, 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.
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 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.
On February 11, 2026, there were 202 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 127,000 additional stockholders beneficially held shares in street name accounts.
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.
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. We established a custom peer group that closely aligns with the breadth and size of our current operations.
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.
(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.
(2) The average price paid per share of common stock repurchased under our stock repurchase program includes commissions paid to brokers. (3) As of December 31, 2025, the amount available for repurchase under the existing Board approved share repurchase program was $249.4 million.
NOTE: Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. ITEM 6. RESERVED 29 Table Of Contents
The graph is presented pursuant to SEC rules and is not meant to be an indication of our future performance. NOTE: Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. ITEM 6. RESERVED 29 Table Of Contents
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.
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, 2025 through October 31, 2025 83,495 $ 216.64 83,106 $ 364,384 November 1, 2025 through November 30, 2025 271,567 211.78 268,069 307,609 December 1, 2025 through December 31, 2025 251,772 235.93 246,837 249,384 Total 606,834 $ 222.47 598,012 _____________________ (1) Includes 8,822 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted shares granted under our long-term equity incentive programs.
Removed
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.
Added
For additional information surrounding our stock repurchase program, see Note 14, “Stockholders' Equity,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Removed
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.
Added
On February 18, 2026, we announced that the Board had authorized a $350.0 million expansion of our share repurchase program. We have funded and intend to fund repurchases through available cash resources.

Item 7. Management's Discussion & Analysis

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

125 edited+40 added−35 removed60 unchanged
Biggest changeThe 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.
Biggest changeThe following table sets forth certain financial information associated with our results of operations for the years ended December 31, 2025, 2024 and 2023 (in thousands, except percentages): Summary of Operations For the years ended December 31, 2025 over 2024 2024 over 2023 2025 2024 2023 Change % Change Change % Change Direct Revenues (1) : Environmental Services $ 5,193,290 $ 5,004,747 $ 4,511,442 $ 188,543 3.8% $ 493,305 10.9% Safety-Kleen Sustainability Solutions 837,361 884,798 897,263 (47,437) (5.4) (12,465) (1.4) Corporate 186 407 447 (221) N/M (40) N/M Total 6,030,837 5,889,952 5,409,152 140,885 2.4 480,800 8.9 Cost of Revenues (2) : Environmental Services 3,461,985 3,366,022 3,063,043 95,963 2.9 302,979 9.9 Safety-Kleen Sustainability Solutions 626,918 659,217 646,301 (32,299) (4.9) 12,916 2.0 Corporate 55,696 36,131 36,780 19,565 N/M (649) N/M Total 4,144,599 4,061,370 3,746,124 83,229 2.0 315,246 8.4 Selling, General and Administrative Expenses (3) : Environmental Services 387,529 371,263 346,791 16,266 4.4 24,472 7.1 Safety-Kleen Sustainability Solutions 72,989 78,575 78,089 (5,586) (7.1) 486 0.6 Corporate 255,781 261,810 225,578 (6,029) (2.3) 36,232 16.1 Total 716,299 711,648 650,458 4,651 0.7 61,190 9.4 Adjusted EBITDA: Environmental Services 1,343,776 1,267,462 1,101,608 76,314 6.0 165,854 15.1 Safety-Kleen Sustainability Solutions 137,454 147,006 172,873 (9,552) (6.5) (25,867) (15.0) Corporate (311,291) (297,534) (261,911) (13,757) (4.6) (35,623) (13.6) Total $ 1,169,939 $ 1,116,934 $ 1,012,570 $ 53,005 4.7% $ 104,364 10.3% Adjusted EBITDA as a % of Direct Revenues: Environmental Services (4) 25.9 % 25.3 % 24.4 % 0.6 % 0.9 % Safety-Kleen Sustainability Solutions (4) 16.4 % 16.6 % 19.3 % (0.2) % (2.7) % Corporate (5) (5.2) % (5.1) % (4.8) % (0.1) % (0.3) % Total 19.4 % 19.0 % 18.7 % 0.4 % 0.3 % ___________________________________ N/M = not meaningful (1) Direct revenue is revenue allocated to the segment performing the provided service or selling the product.
Environmental Services results are also impacted by the demand for planned and unplanned industrial related cleaning and maintenance services at customer sites, environmental cleanup services on a scheduled or emergency basis, including response to large scale events such as major chemical spills, natural disasters, or other instances where immediate and specialized services are required.
Environmental Services results are also impacted by the demand for planned and unplanned industrial related cleaning and maintenance services at customer sites and environmental cleanup services on a scheduled or emergency basis, including response to large-scale events such as major chemical spills, natural disasters, or other instances where immediate and specialized services are required.
Changes that would prompt us to revise a liability estimate include changes in legal requirements that impact our expected closure plan or scope of work, in the market price of a significant cost item, in estimates as to when future operations may cease or in the expected timing of the cost expenditures.
Changes that would prompt us to revise a liability estimate include changes in legal requirements that impact our expected closure plan or scope of work, the market price of a significant cost item, estimates as to when future operations may cease or the expected timing of the cost expenditures.
If we determine that expansion capacity should no longer be considered in calculating the recoverability of a landfill asset, we may be required to recognize an asset impairment or incur significantly higher amortization expense. If at any time we decide to abandon the expansion effort, the capitalized costs related to the expansion effort are expensed immediately. Landfill Assets.
If we determine that expansion capacity should no longer be considered in calculating the recoverability of a landfill asset, we may be required to recognize an asset impairment or incur significantly higher amortization expense. If at any time we decide to abandon the expansion effort, the capitalized costs related to the expansion effort are expensed immediately.
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.
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.
Cash used for acquisitions increased $358.4 million, primarily because we invested more capital in the acquisitions of HEPACO and Noble compared to the amount spent on acquiring Thompson Industrial in 2023.
Cash used for acquisitions increased $358.4 million, primarily because we invested more capital in the 2024 acquisitions of HEPACO and Noble compared to the amount spent on acquiring Thompson Industrial in 2023.
We are also a leading provider of parts cleaning and related environmental services to general manufacturing, automotive and commercial customers in North America and largest re-refiner and recycler of used oil in North America.
We are also a leading provider of parts cleaning and related environmental services to general manufacturing, automotive and commercial customers in North America and the largest re-refiner and recycler of used oil in North America.
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.
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 - The Safety-Kleen Sustainability Solutions, or 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.
Revenues from contract packaging services decreased $11.1 million and revenues generated from the sale of other products decreased $5.3 million when compared with the prior year.
Revenues from contract packaging services decreased $11.1 million and revenues generated from the sale of other products decreased $5.3 million compared with the prior year.
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.
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, 2025, there were no unpermitted expansions included in management's landfill calculation.
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.
The following is a discussion of how management evaluates our 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 customer demand for our wide variety of services, the volume, pricing and mix of waste managed and project work requiring responsible waste handling and disposal.
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.
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 internal and external labor, healthcare, transportation, maintenance and energy-related costs.
We measure fair value for our indefinite lived intangible assets using an income approach (a discounted cash flow analysis) which incorporates several estimates and assumptions with varying degrees of uncertainty, including estimates of future cash flows associated with the intangible assets.
We measure fair value for our indefinite lived intangible assets using an income approach (a discounted cash flow analysis) that incorporates several estimates and assumptions with varying degrees of uncertainty, including estimates of future cash flows associated with the intangible assets.
Please also see the section titled “Disclosure Regarding Forward-Looking Statements.” Overview We are North America’s leading provider of environmental and industrial services supporting our customers in finding environmentally responsible solutions to further their sustainability goals in today's world. Everywhere industry meets the environment, we strive to provide eco-friendly services and products that protect and restore North America’s natural environment.
Please also see the section titled “Disclosure Regarding Forward-Looking Statements.” Overview We are North America’s leading provider of environmental and industrial services supporting our customers in finding environmentally responsible solutions to further their sustainability goals in today’s world. Everywhere industry meets the environment, we strive to provide sustainable services and products that protect and restore North America’s natural environment.
Legal liabilities are typically comprised of litigation matters that involve potential liability for certain aspects of environmental cleanup and can include third-party claims for property damage or bodily injury allegedly arising from or caused by exposure to hazardous substances originating from our activities or operations or, in certain cases, from the action or inaction of other persons or companies.
Legal liabilities typically comprise litigation matters that involve potential liability for certain aspects of environmental cleanup and can include third-party claims for property damage or bodily injury allegedly arising from or caused by exposure to hazardous substances originating from our activities or operations or, in certain cases, from the action or inaction of other persons or companies.
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.
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, 2025.
We believe we operate, in the aggregate, the largest number of hazardous waste incinerators, landfills and treatment, storage and disposal facilities (“TSDFs”) in North America. We serve over 350,000 customers, including the majority of Fortune 500 companies, across various markets including chemical and manufacturing, as well as numerous government agencies.
We believe we operate, in the aggregate, the largest number of hazardous waste incinerators, landfills and treatment, storage and disposal facilities, or TSDFs, in North America. We serve over 350,000 customers, including the majority of Fortune 500 companies, across various markets including chemical and manufacturing, as well as numerous government agencies.
The estimates for non-landfill closure and post-closure liabilities are inherently uncertain due to the possibility that permit and regulatory requirements will change in the future, impacting the estimation of total costs and the timing of the expenditures. We review non-landfill closure and post-closure liabilities for changes to key assumptions that would impact the amount of the recorded liabilities.
The estimates for non-landfill closure and post-closure liabilities are inherently uncertain due to the possibility that permit and regulatory requirements will change in the future, which impacts the estimation of total costs and the timing of the expenditures. We review non-landfill closure and post-closure liabilities for changes to key assumptions that would impact the amount of the recorded liabilities.
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.
We invest in new business opportunities and aggressively implement strategic sourcing and logistics solutions, while also continuing to optimize our workforce and operating structure in an effort to manage our operating margins.
SKSS offers high quality recycled base and blended oil products and other automotive and industrial lubricants to end users including fleet customers, distributors, manufacturers of oil products and industrial plants. Segment results are impacted by market pricing, overall demand and the mix of our oil products sales.
SKSS offers high-quality recycled base and blended oil products and other automotive and industrial lubricants to end users, including fleet customers, distributors, manufacturers of oil products and industrial plants. Segment results are 30 Table Of Contents impacted by market pricing, overall demand and the mix of our oil products sales.
As a result of many factors, including those factors set forth in the “Risk Factors” section of this Form 10-K, our actual results could differ materially from the results described in or implied by these forward-looking statements.
As a result of many factors, including those factors set forth in the “Risk Factors” section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in or implied by these forward-looking statements.
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.
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 or opportunities.
Revenues from the sale of vacuum gas oil and specialty refinery products increased $46.8 million as the revenues generated from the Noble operations, acquired in March 2024, more than offset decreases in these product sales from the legacy business.
Revenues 33 Table Of Contents from the sale of vacuum gas oil and specialty refinery products increased $46.8 million as the revenues generated from the Noble operations, acquired in March 2024, more than offset decreases in these product sales from the legacy business.
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.
As of December 31, 2025, we were in compliance with the covenants of all of our debt agreements, and we believe we will continue to meet such covenants.
Technical services revenue increased $169.7 million with contributions across our portfolio of waste disposal services driven by favorable volumes of waste disposed, most notably in our incinerators and TSDFs, and favorable pricing. Utilization at our incinerators for 2024 was 88% as compared to 84% in the prior year.
Technical services revenue increased $169.7 million with contributions across our portfolio of waste disposal services driven by favorable volumes of waste disposed, most notably in our incinerators and TSDFs, and favorable pricing. Utilization at our incinerators for 2024 was 88% as compared to 84% in 2023.
In addition, customer efforts to minimize hazardous waste and changes in regulation can impact our revenues.
In addition, customer efforts to minimize hazardous waste and regulatory changes in can impact our revenues.
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.
Overall product pricing as well as revenues generated and/or 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.
The SG&A balances in this section exclude stock-based compensation expense which is presented in SG&A on the Company’s Consolidated Statement of Operations but is not included in the Company’s measurement of Adjusted EBITDA. For a discussion on significant changes in consolidated stock-based compensation expense, please refer to the separate section below.
The SG&A expenses below exclude stock-based compensation expense, which is presented in SG&A on our Consolidated Statement of Operations, but is not included in our measurement of Adjusted EBITDA. For a discussion on significant changes in consolidated stock-based compensation expense, please refer to the separate section below.
In general, the overall cost increase included a $29.4 million increase in labor and benefit related expenses predominately driven by incremental headcount from the operations acquired during 2024. 35 Table Of Contents Additionally, information technology costs increased by $5.1 million. Severance and integration related costs increased $4.9 million to a total of $14.3 million in 2024.
In general, the overall cost increase included a $29.4 million increase in labor and benefit related expenses predominately driven by incremental headcount from the operations acquired during 2024. Additionally, IT costs increased by $5.1 million. Severance and integration related costs increased $4.9 million to a total of $14.3 million in 2024.
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.
Landfill final closure and post-closure liabilities recorded at December 31, 2025 and 2024, were $59.8 million and $59.4 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.
(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.
(5) Calculated as a percentage of our total revenue. 32 Table Of Contents Direct Revenues There are many factors that 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; changes in the regulatory environment including those related to per- and polyfluoroalkyl substances, or PFAS; impacts of acquisitions and divestitures; the level of emergency response services; government infrastructure investment; reshoring of domestic 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 and foreign currency fluctuations.
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.
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 2025 increased 2.4% or $140.9 million to $6,030.8 million, compared with $5,890.0 million in 2024.
Corporate 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 $ 261,810 $ 225,578 $ 212,111 $ 36,232 16.1 % $ 13,467 6.3 % As a % of Total Company Direct revenues 4.4 % 4.2 % 4.1 % 0.2 % 0.1 % We manage our Corporate SG&A expenses commensurate with the overall total Company performance and direct revenue levels.
Corporate For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change SG&A expenses $ 255,781 $ 261,810 $ 225,578 $ (6,029) (2.3) % $ 36,232 16.1 % As a % of Total Company Direct revenues 4.2 % 4.4 % 4.2 % (0.2) % 0.2 % We manage our Corporate SG&A expenses commensurate with the overall total company performance and direct revenue levels.
Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA, as reconciled to our net income and described more fully below.
Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA, a non-GAAP measure that is reconciled to our GAAP net income and described more fully below.
Adjusted EBITDA Management considers Adjusted EBITDA to be a measurement of performance which provides useful information to both management and investors. Adjusted EBITDA should not be considered an alternative to net income or other measurements under generally accepted accounting principles ("GAAP").
Adjusted EBITDA Management considers Adjusted EBITDA to be a measurement of performance that provides useful information to both management and investors. Adjusted EBITDA should not be considered an alternative to net income or other measurements under GAAP.
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.
This is achieved through enhanced technology, process improvements and strategic expense management. 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.
The results and integration of the acquired operations of HEPACO Blocker, Inc. and its subsidiaries (collectively, “HEPACO”), which we acquired in March, 2024, also impact the overall segment results as we integrated this business into our Field Services operations.
The results and integration of the acquired operations of HEPACO, which we acquired in March 2024, also impact the overall segment results as we integrated this business into our Field Services operations.
Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. We define adjusted free cash flow as net cash from operating activities, less additions to property, plant and equipment plus proceeds from sales or disposals of fixed assets. When necessary, management adjusts for the cash impact of items derived from non-operating activities.
Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. We define adjusted free cash flow as net cash from operating activities, less additions to property, plant and equipment, plus proceeds from sales or disposals of fixed assets.
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.
As of December 31, 2025, we had reserves of $16.2 million consisting of (i) $11.4 million related to pending legal or administrative proceedings, including Superfund liabilities, which were included in 44 Table Of Contents remedial liabilities on the consolidated balance sheets, and (ii) $4.8 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.
In operating the business and evaluating performance, management tracks the volumes and relative percentages of base and blended oil sales along with various pricing metrics associated with the commodity driven margin between product pricing and the overall costs associated with the collection of used oil.
In operating the business and evaluating performance, management tracks the volumes of used oil and other waste streams collected and relative percentages of base and blended oil sales along with various pricing metrics associated with the commodity driven margin between product pricing and the overall revenue generation along with related costs.
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.
The cash and cash equivalents and marketable securities balance for our U.S. operations was $723.8 million at December 31, 2025. Our U.S. operations had net operating cash inflows of $728.8 million for the year ended December 31, 2025.
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 noted above, we also maintain our $600.0 million revolving credit facility with no amounts owed as of December 31, 2025. The material terms of these arrangements are discussed further in Note 11, “Financing Arrangements,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
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.
Adjusted EBITDA, which is the primary financial measure by which we evaluate our operations, was $1,169.9 million in 2025 and $1,116.9 million in 2024, an increase of 4.7% driven by the results of our Environmental Services segment.
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.
In 2026, we expect to pay $12.6 million in principal payments on the secured senior term loans and approximately $146 million in interest payments on the entire portfolio of financing arrangements, assuming the current variable rate remains consistent throughout 2026.
Net cash from (used in) financing activities Net cash from financing activities for the year ended December 31, 2024 was $377.0 million as compared net cash used in financing activities of $208.9 million for the year ended December 31, 2023.
Net cash (used in) from financing activities Net cash used in financing activities for the year ended December 31, 2025, was $309.3 million as compared to net cash from financing activities of $377.0 million for the year ended December 31, 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. As we exit 2024, the effective rate on our debt is approximately 5.38% given the current interest rate environment and our portfolio of long-term debt and related interest rate swaps.
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. As of December 31, 2025, the effective rate on our debt was approximately 5.32% given the current interest rate environment and our portfolio of long-term debt and related interest rate swaps.
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.
Safety-Kleen Sustainability Solutions For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change SG&A expenses $ 72,989 $ 78,575 $ 78,089 $ (5,586) (7.1) % $ 486 0.6 % As a % of Direct revenues 8.7 % 8.9 % 8.7 % (0.2) % 0.2 % SKSS SG&A expenses for the year ended December 31, 2025, decreased $5.6 million and remained relatively consistent as a percentage of revenues.
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.
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 costs and asset retirement costs for landfill cells and sites. We also utilize the units-of-consumption method to record closure and post-closure obligations for landfill cells and sites.
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 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.
Summary of Capital Resources At December 31, 2024, cash and cash equivalents and marketable securities totaled $789.8 million, compared to $550.8 million at December 31, 2023. At December 31, 2024, cash and cash equivalents held by our Canadian subsidiaries totaled $120.0 million.
Summary of Capital Resources At December 31, 2025, cash and cash equivalents and marketable securities totaled $953.7 million, compared to $789.8 million at December 31, 2024. At December 31, 2025, cash and cash equivalents held by our Canadian subsidiaries totaled $229.9 million.
As described in Note 18, "Commitments and Contingencies," to our consolidated financial statements included in Item 8 of this report, we are subject to legal proceedings which relate to our past acquisitions or which have arisen in the ordinary course of business.
As described in Note 17, “Commitments and Contingencies,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, we are subject to legal proceedings that relate to our past acquisitions or that have arisen in the ordinary course of business.
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.
We have included a schedule of our expected payments as of December 31, 2025, in Note 9, “Closure and Post-closure Liabilities” and Note 10, “Remedial Liabilities,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Actual results could differ from those estimates, and any such differences may be material to our consolidated financial statements. We believe the estimates set forth below may involve a higher degree of judgment and complexity in their application than our other accounting estimates and represent the critical accounting estimates used in the preparation of our consolidated financial statements.
We believe the estimates set forth below may involve a higher degree of judgment and complexity in their application than our other accounting estimates and represent the critical accounting estimates used in the preparation of our consolidated financial statements.
The primary driver of this change was the incurrence of additional term loans, net of discount, of $499.4 million in 2024. This debt issuance, along with the principal repayments during 2024, resulted in a net cash inflow of $484.3 million in 2024 as compared to a net debt repayment of $124.0 million in 2023.
This debt issuance, along with the principal repayments during 2024, resulted in a net cash inflow of $484.3 million in 2024 as compared to a net debt repayment of $124.0 million in 2023.
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.
Provision for Income Taxes For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change Provision for income taxes $ 136,993 $ 131,144 $ 125,423 $ 5,849 4.5 % $ 5,721 4.6% Effective tax rate 25.9 % 24.6 % 24.9 % 1.3 % (0.3) % For the year ended December 31, 2025, the provision for income taxes increased $5.8 million from the comparable period in 2024.
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 Direct revenues $ 884,798 $ 897,263 $ 994,392 $ (12,465) (1.4) % $ (97,129) (9.8) % SKSS direct revenues for the year ended December 31, 2024 decreased $12.5 million from the comparable period in 2023 largely due to a reduction in revenues from base oil and blended oil sales of $33.5 million and $17.8 million, respectively, driven by lower pricing and to a lesser extent, lower volumes sold.
Safety-Kleen Sustainability Solutions For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change Direct revenues $ 837,361 $ 884,798 $ 897,263 $ (47,437) (5.4) % $ (12,465) (1.4) % SKSS direct revenues for the year ended December 31, 2025 decreased $47.4 million from the comparable period in 2024 largely due to revenues from base oil, which decreased $68.1 million driven by lower pricing and, to a lesser extent, lower volumes sold.
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 11, “Financing Arrangements,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
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.
Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $509.3 million in 2025, which represented a $151.4 million increase over 2024.
During the year ended December 31, 2023 interest expense, net of interest income included a $8.3 million benefit from settling certain interest rate swaps in January 2023.
Interest expense, net of interest income for the year ended December 31, 2024 increased by $26.4 million from the comparable period in 2023. During the year ended December 31, 2023, interest expense, net of interest income included a benefit from settling certain interest rate swaps in January 2023.
We aim to manage these increases through constant cost monitoring and a focus on cost saving areas, including lowering employee turnover, as well as our overall customer pricing strategies designed to offset the negative inflationary impacts on our margins.
We are also subject to uncertainties and cost increases due to the changing regulatory landscape, including trade restrictions and tariffs. We aim to manage these increases through constant cost monitoring and a focus on cost savings areas, including lowering employee turnover, as well as our overall customer pricing strategies designed to offset the inflationary impacts on our margins.
Superfund liabilities are typically claims alleging that we are a potentially responsible party ("PRP") and/or are potentially liable for environmental response, removal, remediation and cleanup costs at/or from either a facility we own or a site owned by a third-party. Long-term maintenance liabilities include the costs of groundwater monitoring, treatment system operations, permit fees and facility maintenance for inactive operations.
Superfund liabilities are typically claims alleging that we are a potentially responsible party, or PRP, and/or are potentially liable for environmental response, removal, remediation and cleanup costs at/or from either a facility we own or a site owned by a third-party.
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.
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.
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.
Financing Arrangements As of December 31, 2025, our financing arrangements included (i) $1,260.0 million of secured senior term loans due 2032, (ii) $300.0 million of 5.125% unsecured senior notes due 2029, (iii) $500.0 million of 6.375% unsecured senior notes due 2031 and (iv) $745.0 million of 5.750% unsecured senior notes due 2033.
Remedial liabilities are inherently difficult to estimate and there is a risk that the actual quantities of contaminants could differ from the results of the site investigation, which could materially impact the amount of our liability. It is also possible that chosen methods of remedial solutions will not be successful and funds will be required for alternative solutions.
Remedial liabilities are inherently difficult to estimate and there is a risk that the actual quantities of contaminants could differ from the results of the site investigation, which could materially impact the amount of our liability.
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, 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.
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, 2025 2024 2023 Net income $ 390,974 $ 402,299 $ 377,856 Accretion of environmental liabilities 14,326 13,456 13,667 Stock-based compensation 32,702 27,981 20,703 Depreciation and amortization 446,006 400,922 365,761 Third-party transaction related costs 3,533 — — Kimball startup costs — 4,343 — Other (income) expense, net (5,200) 1,454 (2,315) Loss on early extinguishment of debt 8,277 371 2,880 Gain on sale of businesses (776) — — Interest expense, net of interest income 143,104 134,964 108,595 Provision for income taxes 136,993 131,144 125,423 Adjusted EBITDA $ 1,169,939 $ 1,116,934 $ 1,012,570 As a % of Direct revenues 19.4 % 19.0 % 18.7 % 36 Table Of Contents Stock-based Compensation For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change Stock-based compensation $ 32,702 $ 27,981 $ 20,703 $ 4,721 16.9 % $ 7,278 35.2 % Stock-based compensation for the year ended December 31, 2025 increased $4.7 million from the comparable period in 2024.
In all of the periods presented, we also recognized small losses driven by the repricing of certain of our debt in 2024 and 2023 and the repayment of a portion of our outstanding debt in late 2022.
We also recognized small losses driven by the repricing of certain of our debt in 2024 and a $2.9 million loss on the repayment of a portion of our outstanding debt in 2023.
(3) Selling, general and administrative expenses is shown exclusive of stock-based compensation which is presented in Selling, general and administrative expenses on the Company’s Consolidated Statements of Operations but is not included in the Company’s measurement of Adjusted EBITDA. See Adjusted EBITDA section below for a reconciliation of net income to Adjusted EBITDA.
(3) Selling, general and administrative or SG&A expenses is shown exclusive of stock-based compensation which is presented in SG&A expenses on our Consolidated Statements of Operations, but is not included in our measurement of Adjusted EBITDA.
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.
The used oil collected is used as feedstock in our oil re-refining process to produce our base and blended oil products and other hydraulic oils, lubricants and recycled fuel oil or are integrated into our recycling and disposal network. The results and integration of the acquired operations of Noble also impact the overall segment results.
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.
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.
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.
This increase was due to the reasons noted above impacting cash flow from operating activities and lower spend on property plant and equipment, net of proceeds from the sale and disposal of fixed assets.
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 For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change Cost of revenues $ 3,461,985 $ 3,366,022 $ 3,063,043 $ 95,963 2.9 % $ 302,979 9.9 % As a % of Direct revenues 66.7 % 67.3 % 67.9 % (0.6) % (0.6) % Environmental Services cost of revenues for the year ended December 31, 2025 increased $96.0 million from the comparable period in 2024, while improving as a percentage of revenues due to better leverage of our costs and higher revenues.
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%.
Safety-Kleen Sustainability Solutions For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change Cost of revenues $ 626,918 $ 659,217 $ 646,301 $ (32,299) (4.9) % $ 12,916 2.0 % As a % of Direct revenues 74.9 % 74.5 % 72.0 % 0.4 % 2.5 % SKSS cost of revenues for the year ended December 31, 2025 decreased $32.3 million from 2024 and remained relatively consistent as a percentage of revenues.
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.
See Note 9, “Closure and Post-Closure Liabilities,” to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for the changes to these Landfill and Non-Landfill Closure and Post-Closure liabilities during the years ended December 31, 2025 and 2024. Remedial Liabilities.
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.
Environmental Services For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change Direct revenues $ 5,193,290 $ 5,004,747 $ 4,511,442 $ 188,543 3.8 % $ 493,305 10.9 % Environmental Services direct revenues for the year ended December 31, 2025, increased $188.5 million from the comparable period in 2024.
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.
Depreciation and amortization for the year ended December 31, 2024, increased $35.2 million from the comparable period in 2023 due to incremental depreciation and amortization associated with the March 2024 HEPACO and Noble acquisitions, as well as incremental finance lease amortization.
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.
A $23.1 million net purchase of marketable securities in 2025 as compared to a $6.3 million net sale of marketable securities in 2024 partially offset the changes discussed above. 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.
Landfill assets include the costs of landfill site acquisition, permits and cell construction incurred to date. These amounts are amortized under the units-of-consumption method such that the asset is completely amortized when the landfill ceases accepting waste.
These amounts are amortized under the units-of-consumption method such that the asset is completely amortized when the landfill ceases accepting waste.
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.
Environmental Services For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change SG&A expenses $ 387,529 $ 371,263 $ 346,791 $ 16,266 4.4 % $ 24,472 7.1 % As a % of Direct revenues 7.5 % 7.4 % 7.7 % 0.1 % (0.3) % Environmental Services SG&A expenses for the year ended December 31, 2025, increased $16.3 million from the comparable period in 2024 and remained relatively consistent as a percentage of revenues.
Total cost of revenues as a percentage of direct revenues increased primarily due to the market related pricing decreases discussed in the revenue section, higher cost per gallon of base oil products sold and the overall mix of products and services sold during 2024 as compared to the prior year.
Total cost of revenues as a percentage of direct revenues increased primarily due to the market related pricing decreases discussed in “ Direct Revenue” above, higher cost per gallon of base oil products sold and the overall mix of products and services sold during 2024 as compared to the prior year. 34 Table Of Contents Selling, General and Administrative Expenses We aim to manage our SG&A expenses in line with the overall performance of our segments and corresponding revenue levels.
Other (Expense) Income, net For the years ended December 31, 2024 over 2023 2023 over 2022 (in thousands, except percentages) 2024 2023 2022 Change % Change Change % Change Other (expense) income, net $ (1,454) $ 2,315 $ 2,472 $ (3,769) (162.8) % $ (157) (6.4) % For the year ended December 31, 2024, other expense, net was $1.5 million due to recognized losses on the sale or disposal of fixed assets.
Other Income (Expense), net For the years ended December 31, 2025 over 2024 2024 over 2023 (in thousands, except percentages) 2025 2024 2023 Change % Change Change % Change Other income (expense), net $ 5,200 $ (1,454) $ 2,315 $ 6,654 (457.6) % $ (3,769) (162.8) % The change in other income (expense) over the periods is due to recognized gains and losses on the sale or disposal of fixed assets driven by the sales price and net book value of assets sold in each period.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDollar 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.
Biggest changeGiven our significant investment in Canada and operations in India and the fluctuations that have and can occur 46 Table Of Contents 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.
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%.
Interest payments on this debt are 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%.
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.
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 $6.5 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.
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.
We continue to have variable interest rate risk relative to the portion of our secured senior term loans that exceeds the $600.0 million of notional of the 2022 Swaps.
Interest Rate Risk Our philosophy in managing interest rate risk is to maintain a debt portfolio inclusive of both variable and fixed-rate debt so as to limit our exposure to interest rate volatility.
Interest Rate Risk Our philosophy in managing interest rate risk is to maintain a debt portfolio inclusive of both variable and fixed-rate debt in order to limit our exposure to interest rate volatility.
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.
Under the terms of the interest rate swaps entered into in 2022, or our 2022 Swaps, which hedge the interest rate exposure on the 2032 Term Loans, as of December 31, 2025, 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, 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.
As of December 31, 2025, interest payments on the $600.0 million of our secured senior term loan, that is effectively fixed by the 2022 Swaps, are approximately $1.7 million per month, inclusive of the 1.50% interest rate margin and 1.965% fixed swap rate, discussed above.
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.
When combined with the 1.50% interest rate margin for Term SOFR borrowings under the 2032 Term Loans, the effective annual interest rate on such $600.0 million aggregate principal amount of the 2032 Term Loans was approximately 3.46%. The remaining balance of the 2032 Term Loans subject to interest rate risk as of December 31, 2025, was $660.0 million.
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, 2025, before taking into account any interest rate swap agreements then in place, we held $1,260.0 million of variable rate debt under our secured senior term loans due in 2032, or our 2032 Term Loans, which bear interest at the Term Secured Overnight Financing Rate, or SOFR, rate plus a margin of 1.50%.
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.
As of December 31, 2025, we had no borrowings outstanding under the facility, letters of credit of $146.5 million issued under the facility and $453.5 million available to borrow. Borrowings under this facility would be subject to interest rate variability.
Interest payments on this debt are due semiannually on February 1 and August 1 in the amount of $15.9 million upon each date.
Interest payments on this debt are due semiannually on April 15 and October 15 in the amount of $21.4 million upon each date.
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%.
The following table provides information regarding our total borrowings at December 31, 2025 (in thousands): Scheduled Maturity Dates 2026 2027 2028 2029 2030 Thereafter Total Secured senior term loans due 2032 $ 12,600 $ 12,600 $ 12,600 $ 12,600 $ 12,600 $ 1,197,000 $ 1,260,000 Unsecured senior notes due 2029 — — — 300,000 — — 300,000 Unsecured senior notes due 2031 — — — — — 500,000 500,000 Unsecured senior notes due 2033 — — — — — 745,000 745,000 Long term debt, at par $ 12,600 $ 12,600 $ 12,600 $ 312,600 $ 12,600 $ 2,442,000 $ 2,805,000 The interest rate on the $300.0 million unsecured senior notes due July 15, 2029, is fixed at 5.125%.
Interest payments on this debt are due semiannually on January 15 and July 15 in the amount of $13.3 million upon each date. The interest rate on the $300.0 million unsecured senior notes due July 15, 2029 is fixed at 5.125%.
Interest payments on this debt are due semiannually on February 1 and August 1 in the amount of $15.9 million upon each date. The interest rate on the $745.0 million unsecured senior notes due October 15, 2033, is fixed at 5.750%.
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
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. Dollar, we would have reported increased or decreased net income of $18.4 million for the year ended December 31, 2025. 47 Table Of Contents
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. 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.
During 2025, 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.
Removed
Given our significant investment in Canada and operations in India and the fluctuations that have and can occur between the U.S.

Other CLH 10-K year-over-year comparisons