CLEAN HARBORS INC

Previous wording

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “seeks,” “should,” “estimates,” “projects,” “may,” “likely,” “potential” or similar expressions. Such statements may include, but are not limited to, statements about the Company’s future financial and operating results, plans, strategy, objectives and goals, cost management initiatives, contingent liabilities, liquidity, business and market conditions, customer demand, acquisitions, growth opportunities, expectations and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of the date of this report only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation, risks and uncertainties and those items identified as “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 21, 2024, and in other documents we file from time to time with the SEC. Forward-looking statements are neither historical facts nor assurances of future performance. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

Current wording

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “seeks,” “aims, “should,” “estimates,” “projects,” “may,” “will,” “likely,” “potential” or similar expressions. Such statements may include, but are not limited to, statements about our future financial and operating results, plans, strategy, objectives and goals, cost management initiatives, contingent liabilities, liquidity, business and market conditions, customer demand, acquisitions, growth opportunities, expectations and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of our management as of the date of this report only and are subject to certain risks and uncertainties that could cause actual results, performance or achievements to differ materially, including, without limitation: operational and safety risks; risks relating to the failure of new or existing technologies; cybersecurity risks; the occurrence of natural disasters or other catastrophic events, as well as their residual macroeconomic effects; risks associated with retaining and hiring key personnel; environmental liability and product liability risks relating to hazardous waste management and other components of our business; negative economic, industry or other developments, including market volatility or economic downturns; risks associated with our assumptions relating to expansion of our landfills; reductions in the demand for emergency response services at industrial facilities or on roadways, railways or waterways, and other remedial projects and regulatory developments; reductions in the demand for oil products and automotive services and volatility in oil prices in the markets we serve; changes in statutory and regulatory requirements and risks relating to extensive environmental laws and regulations; risks associated with existing and potential litigation; risks associated with our identification and execution of strategic acquisitions and divestitures and their related liabilities; risks relating to the availability and sufficiency of our insurance coverage, self-insurance, surety bonds, letters of credit and other forms of financial assurance; changes in tax regulations and interpretations including the imposition of trade sanctions or tariffs; fluctuations in interest rates and foreign currency exchange rates; risks relating to our indebtedness and covenants in our debt agreements; risks associated with certain anti-takeover provisions Massachusetts Business Corporation Act and our By-Laws; and those items identified as “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 19, 2025, and in other documents we file from time to time with the SEC. Forward-looking statements are neither historical facts nor assurances of futu…

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Previous wording

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 products and services that protect and restore North America’s natural environment. 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 300,000 customers, including the majority of Fortune 500 companies, across various markets including chemical and manufacturing, as well as numerous government agencies. These customers rely on us to safely deliver a broad range of services including but not limited to end-to-end hazardous waste management, emergency response, industrial cleaning and maintenance and recycling services. 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, offering a unique closed-loop re-refining process that helps customers achieve their sustainability goals.

Current wording

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. Everywhere industry meets the environment, we strive to provide eco-friendly services and products that protect and restore North America’s natural environment. 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. These customers rely on us to safely deliver a broad range of services, including, but not limited to end-to-end hazardous waste management, emergency response, industrial cleaning and maintenance and recycling services. 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.

Previous wording

Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA, which is reconciled to our net income and described more fully below. The following is a discussion of how management evaluates its segments using 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:

Current wording

Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA, a non-GAAP measure which is reconciled to our GAAP net income and described more fully below. 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:

Previous wording

•Environmental Services -Environmental Services segment results are predicated upon the demand by our customers for our wide variety of services, waste volumes managed by delivering such services and project work for which responsible waste handling and/or disposal is required. 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. The Environmental Services segment results include the Safety-Kleen branches’ core environmental service offerings of containerized waste disposal, parts washer and vacuum services. These results are driven by the volumes of waste collected from these customers, the overall number of parts washers placed at customer sites and the demand for and frequency of other offered services. The results and integration of the acquired operations of HEPACO Blocker, Inc. and its subsidiaries (collectively “HEPACO”) also impact the overall segment results. In managing the business and evaluating performance, management tracks the volumes and mix of waste handled and disposed of or recycled, generally through our incinerators, TSDFs and landfills, the utilization rates of our incinerators, equipment and workforce, including billable hours and the number of parts washer services performed, and pricing realized by our business and peer companies as well as other key metrics. 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, 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.

Current wording

•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. 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. The Environmental Services segment results include the Safety-Kleen branches’ core environmental service offerings of containerized waste disposal, parts washer and vacuum services. These results are driven by the volumes of waste collected from these customers, the overall number of parts washers placed at customer sites, and the demand for and frequency of other offered services. The 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. In managing the business and evaluating performance, management tracks the volumes and mix of waste handled and disposed of or recycled, generally through our incinerators, TSDFs and landfills, the utilization rates of our incinerators, equipment and workforce, including billable hours and the number of parts washer services performed, and pricing realized by our business and peer companies as well as other key metrics. 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.

Previous wording

•Safety-Kleen Sustainability Solutions -Safety-Kleen Sustainability Solutions (“SKSS”) offers high quality, environmentally responsible recycled base and blended oil products and other automotive and industrial lubricants to fleet customers, distributors, manufacturers of oil products and industrial plants. Segment results are impacted by market pricing, overall market demand and mix of our oil products sales, with management’s objective being to limit exposure to commodity market pricing risk through increased production of value added blended lubricants and contracted rate supply agreements with customers. Segment results are also predicated on the demand for other SKSS product and service offerings including collection services for used oil, used oil filters and other automotive fluids. 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 our recycling and disposal network. The results and integration of the acquired operations of Noble Oil Services, Inc. and its subsidiaries (collectively “Noble”) also impact the overall segment results. 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 to collect used oil. Levels of activity and ultimate performance associated with this segment can be impacted by economic conditions and product demand in the manufacturing and automotive services markets, product pricing, efficiency of our operations, partnerships, technology, weather conditions, changing regulations, competition and the management of our related operating costs. 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 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.

Current wording

•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. 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. Segment results are also predicated on the demand for other SKSS product and service offerings including collection services for used oil, used oil filters and other automotive fluids. 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 our recycling and disposal network. The results and integration of the acquired operations of Noble also impact the overall segment results. 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 revenue generation and costs associated with the collection of used oil. 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. 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 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.

Previous wording

Total direct revenues for the three and nine months ended September 30, 2024 were $1,529.4 million and $4,458.8 million, compared with $1,365.7 million and $4,071.0 million for the three and nine months ended September 30, 2023. Our Environmental Services segment direct revenues increased $150.8 million and $389.9 million or 13.2% and 11.5% for the three and nine months ended September 30, 2024, respectively, from the comparable periods in 2023 driven by growth in Field and Emergency Response Services, including the contributions from the acquisition of HEPACO, Technical Services and Safety-Kleen core service offerings. For the three months ended September 30, 2024, our SKSS segment direct revenues increased $12.9 million or 5.9%, from the comparable period in 2023, driven by contributions from our acquisition of Noble. For the nine months ended September 30, 2024, SKSS segment direct revenues decreased $2.0 million or 0.3% from the comparable period in 2023, due to lower base and blended oil product revenues resulting from market-driven pricing and lower volumes of base oil sold partially offset by contributions from Noble Oil. Foreign currency translation of our Canadian operations negatively impacted our consolidated direct revenues by $2.8 million and $5.3 million in the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023.

Current wording

Total direct revenues for the three months ended March 31, 2025 were $1,432.0 million, compared with $1,376.7 million for the three months ended March 31, 2024. Our Environmental Services segment direct revenues increased $36.6 million or 3.1% for the three months ended March 31, 2025 from the comparable period in 2024 driven by growth in Field and Emergency Response Services, specifically incremental contributions from the acquisition of HEPACO, as well as growth in our Technical Services and Safety-Kleen core service offerings, offset by contraction of Industrial Services revenues. For the three months ended March 31, 2025, our SKSS segment direct revenues increased $18.7 million or 9.1% from the comparable period in 2024, driven by the contributions of Noble as well as growth in charge for oil revenue, which was partially offset by lower sales of blended and base oil. Foreign currency translation of our Canadian operations negatively impacted our consolidated direct revenues by $8.2 million in the three months ended March 31, 2025 compared to the same period in 2024.

Previous wording

Adjusted EBITDA, which is the primary financial measure by which we evaluate our segments, increased $46.8 million or 18.4% from $255.0 million in the three months ended September 30, 2023 to $301.8 million in the three months ended September 30, 2024. Adjusted EBITDA increased $102.1 million or 13.5% from $757.7 million in the nine months ended September 30, 2023 to $859.7 million in the nine months ended September 30, 2024. This Adjusted EBITDA growth is primarily driven by contributions from the Environmental Services Segment. Additional information regarding Adjusted EBITDA, which is a non-GAAP measure, including a reconciliation of net income to Adjusted EBITDA, appears below under“Adjusted EBITDA.”

Current wording

Adjusted EBITDA, which is the primary financial measure by which we evaluate the operating performance of our segments, increased $4.8 million or 2.1%, from $230.1 million in the three months ended March 31, 2024 to $234.9 million in the three months ended March 31, 2025. Additional information regarding Adjusted EBITDA, which is a non-GAAP measure, including a reconciliation of net income to Adjusted EBITDA, appears below under“Adjusted EBITDA.”

Previous wording

Net cash from operating activities for the nine months ended September 30, 2024 increased $18.1 million from $455.7 million in 2023 to $473.8 million in 2024. Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, decreased $38.6 million in the nine months ended September 30, 2024 as compared to 2023. The decrease in adjusted free cash flow was driven by higher planned spend on property, plant and equipment including incremental investments in vehicles, machinery and equipment and notable project spend at our Baltimore, Maryland facility and Kimball, Nebraska incinerator and increased working capital balances, partially offset by higher cash flow from operations. Additional information regarding adjusted free cash flow, which is a non-GAAP measure, including a reconciliation of net cash from operating activities to adjusted free cash flow, appears below under“Adjusted Free Cash Flow.”

Current wording

Net cash from operating activities for the three months ended March 31, 2025 decreased $16.9 million from $18.5 million in 2024 to $1.6 million in 2025 due to increased working capital balances as well as higher interest payments. As is typical for the first quarter, adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was an outflow of $115.7 million in the three months ended March 31, 2025 as compared to an outflow of $118.4 million in the comparable period of 2024. Additional information regarding adjusted free cash flow, which is a non-GAAP measure, including a reconciliation of net cash from operating activities to adjusted free cash flow, appears below under“Adjusted Free Cash Flow.”

Previous wording

The primary financial measure by which we evaluate the performance of our segments is Adjusted EBITDA. The following table sets forth certain financial information associated with our results of operations for the three and nine months ended September 30, 2024 and September 30, 2023 (in thousands, except percentages):

Current wording

The primary financial measure by which we evaluate the performance of our segments is Adjusted EBITDA. The following table sets forth certain financial information associated with our results of operations (in thousands, except percentages):

Previous wording

(2)Cost of revenues are shown exclusive of items presented separately on the consolidated statements of operations which consist of (i) accretion of environmental liabilities and (ii) depreciation and amortization.

Current wording

(2)Cost of revenues is shown exclusive of (i) accretion of environmental liabilities and (ii) depreciation and amortization which are presented separately on the consolidated statements of operations.

Previous wording

(3)Calculated as a percentage of individual segment direct revenue.

Current wording

(4)Calculated as a percentage of individual segment direct revenue.

Previous wording

(4)Calculated as a percentage of total Company direct revenue.

Current wording

(5)Calculated as a percentage of total Company direct revenue.

Previous wording

Environmental Services direct revenues for the nine months ended September 30, 2024 increased $389.9 million from the comparable period in 2023 due to growth across most of our service lines driven by incremental revenues from legacy operations and acquisitive growth. Field and emergency response service revenues for the nine months ended September 30, 2024 increased $219.1 million from the comparable period in 2023 driven by incremental revenue of approximately $160 million from the acquisition of HEPACO as well as overall growth in core field and emergency response service offerings. Technical services revenue increased $128.0 million largely due to higher incineration pricing and volume coupled with improved pricing at our landfill facilities. Utilization at our incinerators increased from 83% to 85% for the nine months ended September 30, 2024 as compared to the same period in 2023. Revenues for Safety-Kleen core service offerings for the nine months ended September 30, 2024 grew by $63.1 million from the comparable period in 2023 due to improved pricing and greater demand for our containerized waste, vacuum and parts washer services. Revenue from our industrial services operations declined $21.7 million due to lower turnaround activity and related high-value services for the nine months ended September 30, 2024 compared to the same period in 2023, partially offset by incremental revenue from the acquisition of Thompson Industrial Services which occurred in March 2023. Direct revenues for Canadian operations of the Environmental Services segment decreased by $4.3 million due to foreign currency translation.

Current wording

Environmental Services direct revenues for the three months ended March 31, 2025 increased $36.6 million from the comparable period in 2024 driven by incremental revenues from acquisitive growth and contributions from our legacy operations. Field and emergency response service revenues for the three months ended March 31, 2025 increased $52.2 million from the comparable period in 2024 driven by incremental revenue of approximately $50 million from the acquisition of HEPACO as well as overall growth in legacy field and emergency response service offerings. Technical services revenue increased $18.7 million largely due to higher incineration volumes coupled with improved pricing. On a comparative basis and excluding the impacts of the new incinerator in Kimball, Nebraska, which is not expected to be running at full utilization until 2026, utilization at our incinerators was 88% in the first three months of 2025 as compared to 79% in the same period in 2024. Including the new Kimball incinerator, utilization at our incinerators was 81% during the three months ended March 31, 2025. Revenues for Safety-Kleen core service offerings for the three months ended March 31, 2025 grew by $11.9 million from the comparable period in 2024 due to improved pricing for our containerized waste, vacuum and parts washer services despite fewer parts washer services compared to the same period in 2024. Revenue from our industrial services operations declined $37.0 million due to lower turnaround activity and related high-value services for the three months ended March 31, 2025 compared to the same period in 2024. Direct revenues for Canadian operations of the Environmental Services segment decreased by $6.5 million due to foreign currency translation.

Previous wording

In the nine months ended September 30, 2024, SKSS direct revenues decreased $2.0 million from the comparable period in 2023 largely due to a $12.8 million reduction in revenues from base oil sales driven primarily by lower pricing and, to a lesser extent, lower volumes sold. Revenue from contract packaging decreased $8.9 million and revenues generated from the sales of other products decreased $5.2 million for the nine months ended September 30, 2024 as compared to the same period in 2023. Revenue from the sales of blended oil products decreased by $2.3 million in the nine months ended September 30, 2024 when compared with the same period in the prior year, primarily due to lower pricing despite increased volume sold. These decreases were partially offset by a $27.2 million increase in revenues from the sale of vacuum gas oil and specialty refinery products primarily driven by the acquisition of Noble as well as a $2.3 million increase in revenues from the collection of used oil driven by higher volume collected in the nine months ended September 30, 2024 when compared to the used oil collections in the same period of 2023.

Current wording

In the three months ended March 31, 2025, SKSS direct revenues increased $18.7 million compared to the same period in 2024. This growth was mainly due to a $20.0 million increase in revenues from vacuum gas oil and specialty refinery products, driven by the acquisition of Noble, and a $5.9 million increase in revenues from the collection of used oil, attributed to higher pricing for these collection services and increased volumes collected. These increases were partially offset by a $5.9 million decline in base oil sales driven by lower pricing despite increased volumes sold and a $3.7 million decline in blended oil sales which was driven by lower volumes sold and, to a lesser extent, lower pricing. Direct revenues for Canadian operations of the SKSS segment decreased by $1.7 million due to foreign currency translation.

Previous wording

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, transportation, maintenance costs, and energy related costs. 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 inflationary impacts on our margins.

Current wording

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, transportation, maintenance and energy related costs. 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.

Previous wording

Environmental Services cost of revenues for the three months ended September 30, 2024 increased $108.2 million from the comparable period in 2023 while remaining relatively consistent as a percentage of revenues. Commensurate with the revenue growth in the business and recent acquisition of HEPACO, labor and benefit related costs increased $54.3 million, equipment and supply costs increased $41.6 million and external transportation, vehicle and fuel related costs increased $13.3 million for the three months ended September 30, 2024 when compared to the three months ended September 30, 2023.

Current wording

Environmental Services cost of revenues for the three months ended March 31, 2025 increased $27.0 million from the comparable period in 2024, and remained relatively consistent as percentage of revenues. Commensurate with the revenue growth in the business and recent acquisitions discussed above, labor and benefit related costs increased $25.1 million and equipment and supply costs increased $6.5 million for the three months ended March 31, 2025 when compared to the three months ended March 31, 2024. The remaining increase was spread across various cost categories and was driven by acquisitions. Partially offsetting these cost increases were decreases in third-party labor costs of $7.9 million and external transportation, vehicle and fuel related costs of $2.1 million for the three months ended March 31, 2025 when compared to the three months ended March 31, 2024.

Previous wording

We strive to manage our selling, general and administrative (“SG&A”) expenses commensurate with the overall performance of our segments and corresponding revenue levels. We believe our ability to properly align these costs with business performance is reflective of our strong management of the businesses and further promotes our ability to remain competitive in the marketplace.

Current wording

We aim to manage our selling, general and administrative (“SG&A”) expenses in line with the overall performance of our segments and corresponding revenue levels. Our goal is to achieve this 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.

Previous wording

Environmental Services SG&A expenses for the three months ended September 30, 2024 remained relatively consistent with the comparable periods in 2023, and decreased 1.0% as a percentage of segment revenues, primarily driven by lower labor and benefit related costs, continuing our trend of leveraging our SG&A base in the midst of the revenue growth discussed above.

Current wording

We manage our Corporate SG&A expenses commensurate with the overall total Company performance and direct revenue levels. As a percentage of total Company direct revenues, these costs remained relatively consistent in the three months ended March 31, 2025 and the comparable period in the prior year, continuing our trend of leveraging our SG&A base in the midst of revenue growth discussed above.

Previous wording

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”). We define Adjusted EBITDA as net income plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net interest expense, loss on early extinguishment of debt and provision for income taxes and excludes other gains, losses and non-cash charges not deemed representative of fundamental segment results and other expense (income), net. Adjusted EBITDA is not calculated identically by all companies and therefore our measurements of Adjusted EBITDA, while defined consistently with our existing credit agreement, may not be comparable to similarly titled measures reported by other companies.

Current wording

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”). As reflected in the reconciliation below, we define Adjusted EBITDA as net income plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net other expense, net interest expense and provision for income taxes. Adjusted EBITDA is not calculated identically by all companies, and therefore our measurements of Adjusted EBITDA, while defined consistently and in accordance with our existing credit agreement, may not be comparable to similarly titled measures reported by other companies.

Previous wording

The following is a reconciliation of net income to Adjusted EBITDA for the following periods (in thousands, except percentages):

Current wording

The following is a reconciliation of net income to Adjusted EBITDA for the following periods:

Previous wording

Depreciation and amortization for the three and nine months ended September 30, 2024 increased by $7.1 million and $28.2 million from the comparable periods in 2023 due to the depreciation of fixed assets and amortization of intangible assets placed in service in the last quarter of 2023 and throughout 2024 including the incremental assets acquired from the March 2024 HEPACO and Noble acquisitions.

Current wording

Depreciation and amortization for the three months ended March 31, 2025 increased by $16.9 million from the comparable period in 2024 due to the depreciation of fixed assets and amortization of intangible assets acquired from the March 2024 HEPACO and Noble acquisitions, depreciation for the Kimball incinerator which was placed in service in December 2024 and incremental finance lease amortization.

Previous wording

Interest expense, net of interest income for the three months ended September 30, 2024 increased $6.1 million from the comparable period in 2023 due to higher levels of outstanding debt as a result of the 2024 Incremental Term Loans entered into on March 22, 2024. Interest expense was partially offset by a $2.5 million increase in interest income in the three months ended September 30, 2024 compared to the comparable period in 2023.

Current wording

Interest expense, net of interest income for the three months ended March 31, 2025 increased $7.5 million from the comparable period in 2024 primarily due to higher levels of outstanding debt during the period. Interest expense was partially offset by a $2.1 million increase in interest income in the three months ended March 31, 2025 compared to the same period in 2024.

Previous wording

As of September 30, 2024, the effective interest rate on our debt was 5.6%. For the remainder of 2024, we expect interest expense to continue to trend higher than the prior year due to higher levels of outstanding debt and a slightly higher weighted average effective interest rate. For additional information regarding the financing events during 2024 and our current portfolio of long-term debt, see Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements.

Current wording

As of March 31, 2025, the effective interest rate on our debt was 5.3%. For the remainder of 2025, we expect interest expense to remain relatively consistent with the prior year. For additional information regarding our current portfolio of long-term debt, see Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements.

Previous wording

Net cash from operating activities for the nine months ended September 30, 2024 was $473.8 million as compared to $455.7 million in the same period in 2023. This $18.1 million increase in operating cash flows was attributable to an increase in operating income of $68.1 million, lower cash paid for taxes of $6.6 million, and a $4.4 million reduction in environmental expenditures for the nine months ended September 30, 2024 as compared to the same period in 2023. These were partially offset by increased working capital balances and an increase in cash paid for interest of $33.4 million.

Current wording

Net cash from operating activities for the three months ended March 31, 2025 was $1.6 million as compared to $18.5 million in the same period of 2024. This $16.9 million decrease in operating cash flows was attributable to an increase in working capital balances for the three months ended March 31, 2025 as compared to the same period in 2024, as well as lower income from operations and higher cash paid for interest.

Previous wording

Net cash from financing activities for the nine months ended September 30, 2024 was $408.6 million, as compared to net cash used in financing activities of $165.3 million for the nine months ended September 30, 2023. The primary drivers of this change were the incurrence of additional term loans net of discount of $499.4 million in 2024 as compared to a net $121.5 million repayment of debt in 2023. Partially offsetting this activity was an increase in finance lease payments of $12.0 million.

Current wording

Net cash used in financing activities for the three months ended March 31, 2025 was $79.3 million, as compared to net cash from financing activities of $486.0 million for the three months ended March 31, 2024. The primary drivers of this change were the incurrence of term loans net of discount and deferred financing costs of $494.7 million in 2024 to fund the acquisitions executed during the period. These amounts were partially offset by higher cash paid for repurchases of stock of $50.0 million, tax payments on withholdings of vested restricted stock of $5.6 million and finance lease payments of $5.4 million during 2025.

Previous wording

Management considers adjusted free cash flow to be a measure of liquidity which provides useful information to both management, creditors and investors about our financial strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. We believe that adjusted free cash flow should be viewed only as a supplement to the GAAP financial information. We define adjusted free cash flow as net cash from operating activities excluding cash impacts of items derived from non-operating activities, less additions to property, plant and equipment plus proceeds from sales or disposals of fixed assets. 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.

Current wording

Management considers adjusted free cash flow, a non-GAAP measure, to be a measure of liquidity which provides useful information to management, creditors and investors about our financial strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. 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. 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.

Previous wording

The following is a reconciliation of net cash from operating activities to adjusted free cash flow for the following periods (in thousands):

Current wording

The following is a reconciliation of net cash from operating activities to adjusted free cash flow for the following periods:

Previous wording

At September 30, 2024, cash and cash equivalents and marketable securities totaled $594.7 million, compared to $550.8 million at December 31, 2023. At September 30, 2024, cash and cash equivalents held by our Canadian subsidiaries totaled $46.8 million. The cash and cash equivalents and marketable securities balance for our U.S. operations was $547.9 million at September 30, 2024. Our U.S. operations had net operating cash inflows of $478.3 million for the nine months ended September 30, 2024.

Current wording

At March 31, 2025, cash and cash equivalents and marketable securities totaled $595.3 million, compared to $789.8 million at December 31, 2024. At March 31, 2025, cash and cash equivalents held by our Canadian subsidiaries totaled $96.9 million. The cash and cash equivalents and marketable securities balance for our U.S. operations was $498.4 million at March 31, 2025. Our U.S. operations had net operating cash inflows of $14.1 million for the three months ended March 31, 2025.

Previous wording

We maintain a $600.0 million revolving credit facility of which, as of September 30, 2024, approximately $469.8 million was available to borrow under the facility, with letters of credit of $130.2 million outstanding.

Current wording

We maintain a $600.0 million revolving credit facility of which, as of March 31, 2025, approximately $462.4 million, was available to borrow under the facility, with letters of credit of $137.6 million outstanding.

Previous wording

Capital expenditures during the first nine months of 2024 were $369.8 million as compared to $311.9 million during the first nine months of 2023. The increase was driven by incremental investments in our fleet and equipment and Baltimore, Maryland facility as well as incremental spend on the Kimball incinerator. We anticipate that 2024 capital spending, net of disposals, will be in the range of $400.0 million to $430.0 million.

Current wording

Capital expenditures during the first three months of 2025 were $118.7 million as compared to $137.9 million during the first three months of 2024. The decrease was driven by incremental investments in our Baltimore, Maryland and Kimball incinerator facilities which occurred in 2024. We anticipate that 2025 capital spending, net of disposals, will be in the range of $360.0 million to $390.0 million. This includes a long-term growth investment of approximately $15 million for the Phoenix hub. We expect spending on this project to begin in the second quarter of 2025 with the purchase of the facility.

Previous wording

As of September 30, 2024, our financing arrangements include (i) $545.0 million of 4.875% senior unsecured notes due 2027, (ii) $1,468.7 million of senior secured term loans due 2028, (iii) $300.0 million of 5.125% senior unsecured notes due 2029 and (iv) $500.0 million of 6.375% senior unsecured notes due 2031. As noted above, we also maintain our $600.0 million revolving credit facility with no amounts owed as of September 30, 2024.

Current wording

As of March 31, 2025, our financing arrangements include (i) $545.0 million of 4.875% senior unsecured notes due 2027, (ii) $1.5 billion of senior secured term loans due 2028, (iii) $300.0 million of 5.125% senior unsecured notes due 2029 and (iv) $500.0 million of 6.375% senior unsecured notes due 2031. As noted above, we also maintain our $600.0 million revolving credit facility with no amounts owed as of March 31, 2025.

Previous wording

The Company’s common stock repurchases are made pursuant to the previously authorized board approved plan to repurchase up to $1.1 billion of the Company’s common stock. During the three and nine months ended September 30, 2024, the Company repurchased and retired 84,910 and 135,572 shares, respectively, of the Company’s common stock for total expenditures of $20.0 million and $30.0 million, respectively. During the three and nine months ended September 30, 2023, the Company repurchased and retired a total of 58,341 and 117,064 shares, respectively, of the Company’s common stock for total expenditures of $10.0 million and $18.0 million, respectively.

Current wording

The Company’s common stock repurchases are made pursuant to the board-approved plan to repurchase up to $1.1 billion of the Company’s common stock. During the three months ended March 31, 2025 and March 31, 2024, the Company repurchased and retired 256,473 and 27,265 shares, respectively, of the Company’s common stock for total expenditures of $55.0 million and $5.0 million, respectively.

Previous wording

Through September 30, 2024, the Company has repurchased and retired a total of approximately 8.7 million shares of its common stock for $575.9 million under the board approved plan, and as of September 30, 2024, an additional $524.1 million remained available for repurchase of shares.

Current wording

Through March 31, 2025, the Company has repurchased and retired a total of approximately 9.0 million shares of its common stock for $655.9 million under the board-approved plan, and, as of March 31, 2025, an additional $444.1 million remained available for repurchase of shares.

Previous wording

Total environmental liabilities as of September 30, 2024 were $230.2 million, relatively consistent with the balance as of December 31, 2023. During the nine months ended September 30, 2024, the environmental liability balance increased due to accretion of $10.1 million, new environmental liabilities, including those assumed through acquisition, of $5.9 million and changes in environmental liability estimates of $4.4 million. These increases were partially offset by expenditures of $19.7 million. The liability estimate increase was primarily driven by a $2.9 million increase to the remedial liability reserve for a Superfund site.

Current wording

Total environmental liabilities as of March 31, 2025 were $234.0 million, a decrease of $7.5 million compared to December 31, 2024. During the three months ended March 31, 2025, the environmental liability balance decreased due to changes in environmental liability estimates of $9.8 million and expenditures of $2.6 million. These decreases were partially offset by accretion of $3.6 million and new environmental liabilities, including those recognized as a result of recent acquisitions, of $1.2 million. The change in environmental liability estimates was primarily driven by a $10 million decrease in the remedial liability for a site based on our conclusion that loss was no longer probable based on recent evaluation of available evidence.

Previous wording

We obtain standby letters of credit as security for financial assurances we have been required to provide to regulatory bodies for our hazardous waste facilities and which would be called only in the event that we fail to satisfy closure, post-closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. As of September 30, 2024, there were $130.2 million outstanding letters of credit. See Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements.

Current wording

We obtain standby letters of credit as security for financial assurances we have been required to provide to regulatory bodies for our hazardous waste facilities and which would be called only in the event that we fail to satisfy closure, post-closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. As of March 31, 2025, there were $137.6 million outstanding letters of credit. See Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements.

Previous wording

In the first nine months of 2024, there were no material changes to the information provided under the heading “Critical Accounting Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2023. For more information regarding our accounting policies, please refer to Note 2, “Significant Accounting Policies” to the accompanying unaudited consolidated financial statements.

Current wording

In the first three months of 2025, there were no material changes to the information provided under the heading “Critical Accounting Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2024. For more information regarding our accounting policies, please refer to Note 2, “Significant Accounting Policies” to the accompanying unaudited consolidated financial statements.