CLEAN HARBORS INC
For the period ended Mar 31, 2026. Filed May 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 6, 2026
CLH$284.10+2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0000822818-25-000040
ITEM 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0000822818-26-000020
ITEM 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 94 previous paragraphs and 86 current paragraphs.
37 unchanged; 39 reworded; 10 added; 18 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
SKSS SG&A expenses for the three months ended March 31, 2026 increased $2.3 million as compared to the same period in 2025 primarily driven by a $1.2 million increase in labor and benefit related costs, mainly resulting from higher incentive compensation. As a percentage of revenues, these costs increased 1.7% both due to the increase in labor and benefit related costs and the overall decline in segment revenues discussed above.
Current report
Interest expense, net of interest income for the three months ended March 31, 2026 decreased $2.2 million from the comparable period in 2025 primarily due to lower interest rates on outstanding debt during the period resulting from the debt refinancing transactions executed in October 2025 and lower variable interest rates on our SOFR-based debt.
Current report
Net cash used in investing activities for the three months ended March 31, 2026 was $222.7 million, an increase of $102.4 million from the comparable period in 2025. This increase was driven by $131.8 million of cash paid in 2026 to acquire certain businesses from Depot Connect International. This higher cash outflow was partially offset by a $20.4 million decrease in additions to property, plant and equipment, net of proceeds from sale and disposal of fixed assets and $6.2 million net sale of marketable securities for the three months ended March 31, 2026, as compared to a $2.7 net purchase of marketable securities in the comparable period in 2025.
Current report
Net cash used in financing activities for the three months ended March 31, 2026 was $58.3 million, as compared to $79.3 million for the three months ended March 31, 2025. This decrease compared to the prior period was primarily due to a decrease in repurchases of common stock of $30.0 million. The reduction in cash outflows was partially offset by an incremental outflow of $5.8 million from the change in uncashed checks and an increase in payments on finance lease liabilities of $2.5 million.
Current report
(1) Includes $12.4 million and $2.4 million of capital investments in the SDA unit and fleet expansion project, respectively, during the three months ended March 31, 2026.
Current report
Capital expenditures during the first three months of 2026 were $98.4 million, including the investments in strategic growth investments outlined in the table below. We anticipate 2026 capital spending, net of disposals, will be in the range of $460.0 million to $520.0 million. This range also includes the strategic growth investment spend in 2026 outlined in the table below.
Current report
The following table summarizes our key strategic growth investments, including 2025 and 2026 expenditures through March 31, 2025 and March 31, 2026, respectively:
Current report
The two strategic growth investments outlined in the table above are considered projects from which we expect to realize future long-term benefits once placed in service. These are incremental to the capital expenditures needed to maintain current operations.
Current report
The material terms of these arrangements are discussed further in Note 11, “Financing Arrangements,” to the accompanying unaudited consolidated financial statements. We expect that future payments of interest will continue to be funded through cash flows from operations and any principal payments will either be funded through available cash from operations or through available financing alternatives. We will continue to monitor our debt instruments and evaluate opportunities where it may be beneficial to refinance or reallocate the portfolio.
Current report
During the three months ended March 31, 2026 and March 31, 2025, we repurchased and retired 87,166 and 256,473 shares, respectively, of our common stock for total expenditures of $25.0 million and $55.0 million, respectively. On February 18, 2026, our Board of Directors authorized a $350.0 million expansion of our share repurchase program. As of March 31, 2026, an additional $574.4 million remained available for the repurchase of shares.
Removed paragraphs (18)
Previous report
Environmental Services direct revenues for the three months ended September 30, 2025 increased $34.1 million from the comparable period in 2024. Technical Services revenue increased $53.6 million from the comparable period in the prior year with contributions across our portfolio of waste disposal services, including stronger volumes at our incinerator and landfill facilities as well as higher revenues from waste and remediation projects. 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 92% in the three months ended September 30, 2025 as compared to 89% in the same period in 2024. Including the new Kimball incinerator, utilization at our incinerators was 88% during the three months ended September 30, 2025. Revenues for Safety-Kleen core service offerings for the three months ended September 30, 2025 grew by $18.8 million from the comparable period in 2024 due to improved overall pricing and demand for our containerized waste, vacuum and parts washer services. Field and Emergency Response service revenues decreased $27.9 million driven by fewer emergency response events in the three months ended September 30, 2025 as compared to the same period in 2024. Revenue from our Industrial Services operations also decreased $13.5 million due to lower turnaround activity and related high-value services as compared to 2024. Direct revenues for Canadian operations of the Environmental Services segment decreased by $1.3 million due to foreign currency translation.
Previous report
In the nine months ended September 30, 2025, SKSS direct revenues decreased $41.0 million compared to the same period in 2024. Revenues from the sale of base and blended oil products decreased $56.6 million and $27.8 million, respectively, resulting from lower pricing and lower volumes sold. Revenues from contract packaging services decreased $12.4 million from the same period in 2024. These decreases were partially offset by a $28.9 million increase in revenue from the collection of used oil attributed to the higher pricing for these collection services noted above and a $20.8 million increase in revenues from vacuum gas oil and specialty refinery products, driven by the acquisition of Noble in March 2024. Direct revenues for Canadian operations of the SKSS segment decreased by $2.3 million due to foreign currency translation.
Previous report
Environmental Services cost of revenues for the three months ended September 30, 2025 decreased $2.9 million from the comparable period in 2024, and improved 1.9% as a percentage of revenues. The decrease in cost of revenues for the three months ended September 30, 2025, compared to the same period in 2024, was primarily attributable to a $10.4 million reduction in third-party labor costs reflecting the benefits of our ongoing workforce management strategies as well as a $3.0 million reduction in equipment and supply costs. These cost savings were partially offset by a $10.9 million increase in transportation, vehicle and fuel costs resulting from volume growth associated with waste and remediation projects in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Previous report
SKSS cost of revenues for the nine months ended September 30, 2025 decreased $19.9 million from the comparable period in 2024, but increased 1.5% as a percentage of revenues. The overall cost decrease was driven by the lower sales volumes, discussed above, lower acquisition costs of used oil feedstock in the nine months ended September 30, 2025 compared to the prior period and a $2.8 million decrease in labor costs due to strategic headcount management actions implemented in the second quarter of 2025. These decreases were partially offset by incremental expenses from the Noble acquisition. As a percentage of revenues, these costs increased primarily due to market-related volume and pricing decreases discussed above in the SKSS direct revenues section and the overall mix of products sold during the nine months ended September 30, 2025 as compared to the same period in the prior year.
Previous report
Environmental Services SG&A expenses for the three months ended September 30, 2025 increased $12.3 million from the comparable period in 2024, and as a percentage of revenue increased slightly. Overall, labor and benefits related costs, including the impact of higher healthcare costs, increased $9.6 million with the remaining increase spread across various cost categories.
Previous report
SKSS SG&A expenses for the three months ended September 30, 2025 decreased $1.2 million due to lower labor and benefit related costs. Despite the revenue decreases noted above, SKSS SG&A expenses as a percentage of revenue remained consistent, primarily driven by cost reduction initiatives that were executed late in 2024 and strategic headcount management actions implemented in the second quarter of 2025.
Previous report
SKSS SG&A expenses for the nine months ended September 30, 2025 decreased $6.2 million and, despite the revenue decreases noted above, remained relatively consistent, as a percentage of revenues, as compared to the same period in 2024. Labor and benefit related costs decreased $5.4 million in the nine months ended September 30, 2025 as compared to the same period in 2024, mainly driven by the cost reduction initiatives noted above.
Previous report
Corporate SG&A expenses for the nine months ended September 30, 2025 decreased $5.7 million as compared to the same period in the prior year and decreased slightly as a percentage of total Company revenues. The reduction in Corporate SG&A expenses was primarily attributable to a $6.2 million decrease in environmental and legal reserve costs, reflecting higher costs incurred in the prior year related to changes in estimates for a remedial liability associated with a Superfund site. Additionally, severance and integration-related expenses were $6.1 million lower year-over-year. These reductions were partially offset by a $6.3 million increase in expenditures related to systems investments.
Previous report
Depreciation and amortization for the nine months ended September 30, 2025 increased by $47.4 million from the comparable period in 2024 due to depreciation of fixed assets and amortization of intangible assets acquired from the March 2024 HEPACO and Noble acquisitions, higher amortization of landfill assets due to increased volumes, depreciation for the new Kimball incinerator, which was placed in service in December 2024, incremental depreciation for assets placed in service to support the growth of the business, and higher finance lease amortization.
Previous report
Interest expense, net of interest income for the three months ended September 30, 2025 remained relatively consistent with the comparable period in 2024.
Previous report
Interest expense, net of interest income for the nine months ended September 30, 2025 increased $8.1 million from the comparable period in 2024 primarily due to higher levels of outstanding debt during the period resulting from the issuance of incremental debt on March 22, 2024. Interest expense was partially offset by a $4.0 million increase in interest income in the nine months ended September 30, 2025 compared to the same period in 2024.
Previous report
For the three months ended September 30, 2025, the increase in the provision for income taxes is consistent with the increase in pre-tax income, while our effective tax rate was relatively consistent with the same period in 2024.
Previous report
Net cash used in investing activities for the nine months ended September 30, 2025 was $276.6 million, a decrease of $536.4 million from the comparable period in 2024. In the nine months ended September 30, 2024, we paid $474.0 million for acquisitions, including the purchase of HEPACO and Noble. Additions to property, plant and equipment, net of proceeds from sale and disposal of fixed assets, decreased $75.6 million, primarily due to notable project spend of $63.3 million on the Kimball incinerator strategic project in the nine months ended September 30, 2024. Partially offsetting these lower cash outflows was a $13.5 million lower cash inflow due to the timing of transactions within our wholly owned captive insurance company.
Previous report
Net cash (used in) from financing activities
Previous report
Capital expenditures during the first nine months of 2025 were $303.2 million as compared to $369.8 million during the first nine months of 2024. Notable project spend in 2024 included investments of $63.3 million in our Kimball incinerator facility and $15.8 million in our Baltimore, Maryland facility. In 2025, notable project spend includes $11.8 million spent on the SDA and $12.5 million spent for the purchase of a building for our Phoenix Hub. The remaining decrease in capital expenditures in the nine months ended September 30, 2025 as compared to September 30, 2024 is due to the timing of expenditures.
Previous report
Overall, we expect that 2025 capital spending, net of disposals, will be in the range of $385.0 million to $415.0 million including the long-term growth investment of approximately $30 million for the SDA and $15 million for the Phoenix Hub. The total anticipated spending on the SDA project is expected to be in the range of $210.0 to $220.0 million and we expect that the project will be completed in 2028.
Previous report
The Company’s board of directors approved a plan to repurchase up to $1.1 billion of the Company’s common stock. During the three and nine months ended September 30, 2025, the Company repurchased and retired 208,206 and 526,336 shares, respectively, of the Company’s common stock for total expenditures of $50.0 million and $116.8 million, respectively. 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.
Previous report
From the board’s approval of the repurchase plan through September 30, 2025, the Company has repurchased and retired a total of approximately 9.3 million shares of its common stock for $717.6 million under the board-approved plan, and, as of September 30, 2025, an additional $382.4 million remained available for the repurchase of shares.
Reworded paragraphs (39)
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,” “aims,” “will,” “should,” “estimates,” “projects,” “may,” “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, pricing and productivity initiatives, contingent liabilities, liquidity, business, economic and market conditions, trends, customer demand, impacts of tariffs and new legislation, acquisitions, capital spending, growth opportunities, expectations, challenges 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; impact of new tax legislation or changes in tax regulations and interpretations; 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 under the Massachusetts Business Corporation Act and our By-Laws; and those items discussed elsewhere in this report or identified as “Risk Factors” in our Annual Report on Form 10-K filed with the Securit…
Excerpt shortened here; the source contains the full paragraph.
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,” “aims,” “will,” “seeks,” “should,” “estimates,” “projects,” “may,” “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, pricing and productivity initiatives, contingent liabilities, liquidity, business, economic and market conditions, trends, customer demand, impacts of tariffs and new legislation, acquisitions, capital spending, growth opportunities, expectations, challenges 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 capital expenditures, 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; impact of new tax legislation or changes in tax regulations and interpretations; 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 under the Massachusetts Business Corporation Act and our By-Laws; and those items discussed elsewhere in this report or identified as “Risk Factors” in our Annual Report on Form 10-K …
Excerpt shortened here; the source contains the full paragraph.
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. 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.
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 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. 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. 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, a non-GAAP measure that is reconciled to our GAAP net income and described more fully below. 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:
Current wording
Performance of our segments is evaluated on several factors, of which the primary financial measure is adjusted earnings before interest, taxes, depreciation, and amortization, or Adjusted EBITDA, a non-GAAP measure that is reconciled to our GAAP net income and described more fully below. 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:
Previous wording
•Environmental Services -The Environmental Services segment results are driven by the 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. 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. 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.
Current wording
•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. 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. 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. 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; 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, including the increased use of artificial intelligence; 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 -The 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.
Current wording
•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. SKSS provides collection services for used oil, used oil filters and other automotive related fluids, which allows customers to manage these wastes in a responsible and compliant way while also converting these waste streams into high-quality products for re-use. 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 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. 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. 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, including the increased use of artificial intelligence; 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, 2025 were $1,549.3 million and $4,531.1 million, compared with $1,529.4 million and $4,458.8 million for the three and nine months ended September 30, 2024, respectively. For the three months ended September 30, 2025, our Environmental Services segment direct revenues increased $34.1 million or 2.6% from the comparable period in 2024, driven by strong demand for our waste disposal services within Technical Services and Safety-Kleen core services, offset by lower contributions from our Field and Emergency Response Services operations and our Industrial Services organization. For the nine months ended September 30, 2025, our Environmental Services segment direct revenues increased $113.4 million or 3.0% from the comparable period in 2024, driven by growth in Technical Services, Safety-Kleen core services and Field and Emergency Response Services, specifically incremental contributions from the acquisition of HEPACO, offset by lower contributions from our Industrial Services organization. For the three and nine months ended September 30, 2025, our SKSS segment direct revenues decreased $14.1 million and $41.0 million or 6.1% and 6.0%, respectively, from the comparable periods in 2024, driven predominantly by lower pricing of base and blended oil products. These decreases were partially offset by higher charge for oil revenue for the three and nine months ended September 30, 2025 and incremental contributions from Noble for the nine months ended September 30, 2025. Foreign currency translation of our Canadian operations negatively impacted our consolidated direct revenues by $1.6 million and $11.7 million in the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024.
Current wording
Total direct revenues for the three months ended March 31, 2026 were $1,459.5 million, compared with $1,432.0 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, our Environmental Services segment direct revenues increased $43.4 million or 3.6% from the comparable period in 2025, driven by growth in Technical Services, Safety-Kleen core services and Field and Emergency Response Services, offset by lower contributions from our Industrial Services organization. For the three months ended March 31, 2026, our SKSS segment direct revenues decreased $15.7 million or 7.1%, from the comparable period in 2025, driven predominantly by lower pricing of base and blended oil products, partially offset by higher volumes of base oil sold and higher charge for oil revenue for the three months ended March 31, 2026.
Previous wording
Income from operations for the three and nine months ended September 30, 2025 was $193.0 million and $514.9 million, compared with $192.3 million and $533.3 million in the three and nine months ended September 30, 2024, respectively. Depreciation and amortization expense for the three and nine months ended September 30, 2025 was $14.7 million and $47.4 million higher, respectively, than the comparable period in 2024, which impacted comparative operating income. Net income for the three months ended September 30, 2025 was $118.8 million, an increase of $3.6 million, or 3.1%, as compared with net income of $115.2 million in the three months ended September 30, 2024. Net income for the nine months ended September 30, 2025 was $304.4 million, a decrease of $13.9 million, or 4.4%, as compared with net income of $318.3 million in the nine months ended September 30, 2024.
Current wording
Income from operations for the three months ended March 31, 2026 was $118.9 million, compared with $111.6 million in the three months ended March 31, 2025. Depreciation and amortization expense for the three months ended March 31, 2026 was $3.8 million higher than the comparable period in 2025. Net income for the three months ended March 31, 2026 was $63.2 million, an increase of $4.5 million, or 7.7%, as compared with net income of $58.7 million in the three months ended March 31, 2025.
Previous wording
Adjusted EBITDA, which is the primary financial measure by which we evaluate the operating performance of our segments, increased $18.3 million and $31.5 million or 6.1% and 3.7%, from $301.8 million and $859.7 million in the three and nine months ended September 30, 2024 to $320.2 million and $891.3 million in the three and nine months ended September 30, 2025, respectively. 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 $13.0 million, or 5.5%, from $234.9 million in the three months ended March 31, 2025 to $247.9 million in the three months ended March 31, 2026. 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.”Growth in Adjusted EBITDA versus the comparable period in 2025 was driven by a $15.8 million increase in the Environmental Services segment’s Adjusted EBITDA as well as a $4.7 million increase in the SKSS segment’s Adjusted EBITDA. As a result of the growth discussed above, Adjusted EBITDA Margin for the Environmental Services and SKSS segments increased 50 basis points and 320 basis points respectively, which drove a 60 basis point increase in total Company Adjusted EBITDA Margin.
Previous wording
Net cash from operating activities for the nine months ended September 30, 2025 increased $37.8 million from $473.8 million in 2024 to $511.6 million primarily due to the impact of improved working capital in 2025 as compared to the prior year period, lower environmental expenditures and lower cash paid for taxes. Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $248.1 million in the nine months ended September 30, 2025 as compared to $110.4 million in the comparable period of 2024, mainly due to higher cash flow from operating activities and lower cash paid for additions to property, plant and equipment net of proceeds from the sale of fixed assets. 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, 2026 increased $4.7 million from $1.6 million in 2025 to $6.3 million in 2026 primarily due to lower cash paid for interest partially offset by higher working capital impacts in 2026 as compared to the prior year period. Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was an outflow of $75.8 million in the three months ended March 31, 2026, as compared to an outflow of $115.7 million in the comparable period of 2025, an improvement of $39.9 million, primarily driven by lower cash paid for additions to property, plant and equipment. 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
(1)Direct revenues are allocated to the segment performing the provided service or selling the product.
Current wording
(1)Direct revenue is revenue allocated to the segment performing the provided service or selling the product.
Previous wording
(2)Cost of revenues are shown exclusive of (i) accretion of environmental liabilities and (ii) depreciation and amortization which are presented separately on the Consolidated Statements of Operations.
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)Selling, general and administrative expenses in this table are 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.
Current wording
(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. See Adjusted EBITDA section below for a reconciliation of net income to Adjusted EBITDA.
Previous wording
(5)Calculated as a percentage of total Company direct revenue.
Current wording
(5)Calculated as a percentage of our total direct revenue.
Previous wording
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 (“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. In addition, customer efforts to minimize hazardous waste and changes in regulation can impact our revenues.
Current wording
There are many factors that can impact our revenues including, but not limited to, macroeconomic conditions, overall levels of industrial activity and economic growth in North America, competitive industry pricing, commodity 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. In addition, customer efforts to minimize hazardous waste and changes in regulation can impact our revenues.
Previous wording
Environmental Services direct revenues for the nine months ended September 30, 2025 increased $113.4 million from the comparable period in 2024 driven by incremental revenues from our legacy operations and acquisitive growth. Technical Services revenue increased $92.1 million from the comparable prior year period driven primarily by higher incineration and landfill volumes. On a comparative basis and excluding the impacts of the new incinerator in Kimball, Nebraska, utilization at our incinerators was 90% in the first nine months of 2025 as compared to 85% in the same period in 2024. Including the new Kimball incinerator, utilization at our incinerators was 85% during the nine months ended September 30, 2025. Revenues from Safety-Kleen core service offerings for the nine months ended September 30, 2025 grew by $51.6 million from the comparable period in 2024 due to improved pricing for our containerized waste, vacuum and parts washer services. Field and Emergency Response Services revenues for the nine months ended September 30, 2025 increased $14.2 million from the comparable period in 2024 driven by incremental revenue from the acquisition of HEPACO in late March 2024, partially offset by lower revenues from emergency response events in the second and third quarters. Revenue from our Industrial Services operations decreased $48.4 million due to lower turnaround activity and related high-value services as compared to 2024. Direct revenues for Canadian operations of the Environmental Services segment decreased by $9.4 million due to foreign currency translation.
Current wording
Environmental Services direct revenues for the three months ended March 31, 2026 increased $43.4 million from the comparable period in 2025. Technical Services revenues increased $22.1 million from the comparable prior year period driven primarily by stronger volumes at our landfill facilities and higher revenues from remediation projects. Revenues from Safety-Kleen core service offerings for the three months ended March 31, 2026 grew by $17.4 million from the comparable period in 2025 due to improved pricing and volumes for our containerized waste, vacuum and parts washer services. Utilization at our incinerators was 80% in the first three months of 2026 as compared to 81% in the same period in 2025. Utilization rates at our incinerator facilities in each period include the impact of our Kimball incinerator, which was placed in service in late 2024. Field and Emergency Response Services revenues increased $15.7 million for the three months ended March 31, 2026 from the comparable period in 2025 driven by incremental revenues from emergency response projects during the current period, including a large scale emergency response event. Partially offsetting this growth from prior year is a $19.8 million reduction in revenues from our Industrial Services operations due to lower demand for industrial maintenance and turnaround services as compared to 2025.
Previous wording
In the three months ended September 30, 2025, SKSS direct revenues decreased $14.1 million compared to the same period in 2024. Revenues from the sale of base oil products decreased $18.1 million, resulting from lower pricing despite higher volumes sold. Revenues from the sale of blended oil products decreased $8.5 million, due to lower volumes sold and, to a lesser extent, lower pricing. These decreases were partially offset by a $12.2 million increase in revenue from the collection of used oil as we increased the pricing for these collection services starting in late 2024 and throughout 2025.
Current wording
In the three months ended March 31, 2026, SKSS direct revenues decreased $15.7 million compared to the same period in 2025. Revenues from the sale of blended oil products decreased $12.3 million due to lower volumes sold. Revenues from the sale of base oil products decreased $9.3 million as lower pricing was partially offset by higher volumes sold. Additionally, revenues from the sale of vacuum gas oil and specialty refinery products decreased $6.1 million from the same period in 2025. These decreases were partially offset by a $13.9 million increase in revenues from the collection of used oil attributed to the higher pricing for these waste oil collection services.
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, healthcare, 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.
Current wording
We believe disciplined management of operating costs is vital to our ability to remain price competitive. We experience cost pressures across several categories, most notably internal and external labor and benefits, insurance, transportation, maintenance, fuel and other energy related costs. In addition, we are subject to uncertainty and potential cost increases arising from evolving regulatory and macroeconomic conditions. 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
We continue to upgrade the quality and efficiency of our services through the development of new technology and continued modifications and expansion at our facilities while also leveraging certain fixed costs of our operating infrastructure. 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.
Current wording
We continue to upgrade the quality and efficiency of our services through the development of new technology, including through the increased use of artificial intelligence, and continued modifications and expansion at our facilities while also leveraging certain fixed costs of our operating infrastructure. 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.
Previous wording
Environmental Services cost of revenues for the nine months ended September 30, 2025 increased $51.3 million from the comparable period in 2024, but slightly declined as a percentage of revenues. Commensurate with the revenue growth in the business and the acquisition of HEPACO discussed above, labor and benefits related costs increased $31.4 million, transportation, vehicle and fuel costs increased $12.7 million and equipment and supply costs increased $9.0 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The remaining cost increase was spread across various cost categories and was driven by the incremental operations of the HEPACO acquisition. Partially offsetting these cost increases was a decrease of $22.6 million in third-party labor costs due to labor internalization efforts.
Current wording
Environmental Services cost of revenues for the three months ended March 31, 2026 increased $12.4 million from the comparable period in 2025, but improved as a percentage of revenues as we attained greater leverage of our fixed costs while growing total revenue. Commensurate with the revenue growth in the business discussed above, labor and benefit related costs increased $6.9 million and equipment and supply costs increased $4.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Previous wording
SKSS cost of revenues for the three months ended September 30, 2025 decreased $12.6 million from the comparable period in 2024, and as a percentage of revenues, these costs improved 1.0%. The overall cost decreases were driven by lower acquisition costs of used oil feedstock and a $2.5 million decrease in labor costs due to strategic headcount management actions implemented in the second quarter of 2025. Additional savings were realized through the targeted plant idling initiatives carried out in late 2024 and early 2025 which further reduced production costs. Collectively, these cost management efforts along with the lower revenue noted above, contributed to the overall improvement as a percentage of revenue.
Current wording
SKSS cost of revenues for the three months ended March 31, 2026 decreased $22.8 million from the comparable period in 2025, and improved 5.0% as a percentage of revenues. The decrease both in dollars and as a percentage of revenue was primarily driven by lower acquisition costs of used oil feedstock and lower labor and benefit related costs of $2.5 million due to strategic headcount management actions executed in the second quarter of 2025.
Previous 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.
Current wording
We aim to manage our SG&A expenses in line with the overall performance of our segments and corresponding revenue levels. Our goal is to achieve this through efficient use of labor resources, enhanced technology, including the increased use of artificial intelligence, 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
The SG&A expenses set forth below 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.
Current wording
The SG&A expenses set forth 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.
Previous wording
Environmental Services SG&A expenses for the nine months ended September 30, 2025 increased $11.0 million from the comparable period in 2024, remaining relatively consistent as a percentage of revenue. Overall, labor and benefits related costs increased $21.3 million compared to the same period in 2024, including higher employee healthcare costs and incremental costs related to the acquired HEPACO operations. The results for the nine months ended September 30, 2025 include the impact of reducing the estimated costs to remediate a site by approximately $10 million in the first quarter of 2025 to reflect our conclusion that loss was no longer probable based on the evaluation of available evidence.
Current wording
Environmental Services SG&A expenses for the three months ended March 31, 2026 increased $15.2 million from the comparable period in 2025 and remained relatively consistent as a percentage of revenue. The results for the three months ended March 31, 2025 include the impact of reducing the estimated costs to remediate a site by approximately $10 million in the first quarter of 2025. Absent this benefit in 2025, which accounted for 80 basis points as a percentage of revenues, the remaining $5.1 million increase was spread across various cost categories and the costs as a percentage of revenues were flat.
Previous wording
We manage our Corporate SG&A expenses commensurate with the overall total Company performance and direct revenue levels. Corporate SG&A expenses for the three months ended September 30, 2025 decreased $2.4 million when compared to the same period in 2024 and decreased slightly as a percentage of total Company revenues. The decrease in Corporate SG&A expenses was driven by reductions across several cost categories including professional and legal fees and severance and integration costs. These reductions were partially offset by a $2.1 million increase in expenditures related to system investments.
Current wording
We manage our Corporate SG&A expenses commensurate with our overall total performance and direct revenue levels. Corporate SG&A expenses for the three months ended March 31, 2026 increased $4.8 million as compared to the same period in the prior year and remained relatively consistent as a percentage of our total revenues. The increase in Corporate SG&A expenses was primarily attributable to a $5.9 million increase in labor and benefits related costs driven by higher incentive compensation partially offset by lower salary costs. For the year, we anticipate that the Corporate SG&A expenses will trend slightly higher than the prior year but will remain flat as a percentage of revenue.
Previous wording
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 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.
Current wording
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 generally accepted accounting principles, or 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 also excludes impacts from certain transactions that are not deemed representative of fundamental segment results. 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 information about our operating performance provided by Adjusted EBITDA is used by our management for a variety of purposes. We regularly communicate Adjusted EBITDA results to our lenders since our loan covenants are based upon levels of Adjusted EBITDA achieved and to our board of directors and we discuss with the board our interpretation of such results. We also compare our Adjusted EBITDA performance against internal targets as a key factor in determining cash and equity bonus compensation for executives and other employees, largely because we believe that this measure is indicative of how the fundamental business is performing and being managed.
Current wording
The information about our operating performance provided by Adjusted EBITDA is used by our management for a variety of purposes. We regularly communicate Adjusted EBITDA results to our lenders since our loan covenants are based upon levels of Adjusted EBITDA achieved and to our Board of Directors, and we discuss with our Board our interpretation of such results. We also compare our Adjusted EBITDA performance against internal targets as a key factor in determining cash and equity bonus compensation for executives and other employees, largely because we believe that this measure is indicative of how the fundamental business is performing and being managed.
Previous wording
Depreciation and amortization for the three months ended September 30, 2025 increased by $14.7 million from the comparable period in 2024 due to higher amortization of landfill assets due to increased volumes, depreciation for the new Kimball incinerator, which was placed in service in December 2024, incremental depreciation for assets placed in service to support the growth of the business and higher finance lease amortization.
Current wording
Depreciation and amortization for the three months ended March 31, 2026 increased by $3.8 million from the comparable period in 2025 due to incremental depreciation for assets placed in service to support the growth of the business and higher finance lease amortization.
Previous wording
As of September 30, 2025, the effective interest rate on our debt was 5.3%. For the remainder of 2025, and including the impact of the refinancing transactions that occurred in October 2025, we expect interest expense, net of interest income 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.
Current wording
As of March 31, 2026, the effective interest rate on our debt was 5.2%. For the remainder of 2026, we expect interest expense, net of interest income to continue to be lower than the prior year assuming current rates and our current debt portfolio. 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
For the nine months ended September 30, 2025, the provision for income taxes decreased $8.1 million compared to the same period in 2024. This decrease was driven by both lower pre-tax income as well as a slightly lower effective tax rate in 2025. The decrease in our effective tax rate for the nine months ended September 30, 2025 was driven by the write-off of a deferred tax asset with a full valuation allowance associated with the remedial liability change in estimate discussed above, which occurred in the first quarter of 2025.
Current wording
For the three months ended March 31, 2026, the provision for income taxes increased $5.2 million compared to the same period in 2025. This increase was driven by both higher pre-tax income as well as a higher effective tax rate in 2026. In the first quarter of 2025, our effective tax rate was favorably impacted by a one-time tax benefit related to a change in estimate for a remedial liability.
Previous wording
Net cash from operating activities for the nine months ended September 30, 2025 was $511.6 million as compared to $473.8 million in the same period of 2024. This $37.8 million increase in operating cash flows was primarily due to improvement in working capital balances as compared to the prior year period, lower environmental expenditures and lower cash paid for taxes for the nine months ended September 30, 2025 compared to the same period in 2024.
Current wording
Net cash from operating activities for the three months ended March 31, 2026 was $6.3 million as compared to $1.6 million in the same period of 2025. This $4.7 million increase in operating cash flows was primarily driven by lower cash paid for interest partially offset by higher working capital balances for the three months ended March 31, 2026 compared to the same period in 2025.
Previous wording
Net cash used in financing activities for the nine months ended September 30, 2025 was $166.5 million, as compared to net cash from financing activities of $408.6 million for the nine months ended September 30, 2024. The primary difference in financing activities was the incurrence of term loans net of discount and deferred financing costs of $491.1 million in 2024 to fund the acquisitions executed during the period. Additionally, in 2025, the Company paid $86.8 million more for repurchases of common stock while also receiving an additional $3.4 million in proceeds from the ESPP.
Current wording
Net cash used in financing activities
Previous wording
Management considers adjusted free cash flow, a non-GAAP measure, to be a measure of liquidity that 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. Additionally, adjusted free cash flow excludes significant one-time growth investments, as they are not indicative of free cash flow generation for the current period. For 2025, these significant one-time growth investments include the early stages of construction of a solvent de-asphalting unit (“SDA”) and the build out of a hub facility in Phoenix, Arizona (“Phoenix Hub”). We expect to spend approximately $30 million and $15 million, respectively, in 2025 for these projects from which we expect to realize future long-term benefits. 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 that 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. Additionally, adjusted free cash flow excludes significant one-time growth investments, as they are not indicative of free cash flow generation for the current period. For 2026, these significant strategic growth investments include current year spend on the multi-year construction of a Solvent De-Asphalting unit, or SDA, adjacent to our East Chicago, Indiana re-refinery and current year spend on our multi-year vacuum truck fleet expansion project. We expect to spend approximately $85 million and $25 million, respectively, in 2026 for these projects from which we expect to realize future long-term benefits. In 2025, significant strategic growth investments included spend on the SDA project and the acquisition and build out of a hub facility in Phoenix, Arizona, which we refer to as our Phoenix Hub. No amounts were spent on these projects in the first quarter of 2025, but spending did occur later in 2025. 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
At September 30, 2025, cash and cash equivalents and marketable securities totaled $850.4 million, compared to $789.8 million at December 31, 2024. At September 30, 2025, cash and cash equivalents held by our Canadian subsidiaries totaled $94.9 million. The cash and cash equivalents and marketable securities balance for our U.S. operations was $755.5 million at September 30, 2025. Our U.S. operations had net operating cash inflows of $511.5 million for the nine months ended September 30, 2025.
Current wording
At March 31, 2026, cash and cash equivalents and marketable securities totaled $669.0 million, compared to $953.7 million at December 31, 2025. At March 31, 2026, cash and cash equivalents held by our Canadian subsidiaries totaled $207.7 million. The cash and cash equivalents and marketable securities balance for our U.S. operations was $461.3 million at March 31, 2026. Our U.S. operations had net operating cash inflows of $14.3 million for the three months ended March 31, 2026.
Previous wording
We maintain a $600.0 million revolving credit facility of which, as of September 30, 2025, approximately $473.3 million was available to borrow under the facility, with letters of credit of $126.7 million outstanding.
Current wording
We maintain a $600.0 million revolving credit facility, of which, as of March 31, 2026, approximately $454.7 million was available to borrow under the facility, with letters of credit of $145.3 million outstanding.
Previous wording
We anticipate that the remaining 2025 capital spending and future spending on the SDA will be funded by cash from our operations. Unanticipated changes in environmental regulations could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow.
Current wording
We anticipate that the remaining 2026 capital spending and future spending for key strategic growth investments will be funded by cash from our operations. Unanticipated changes in environmental regulations could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow.
Previous wording
Financing arrangements are discussed in Note 11, “Financing Arrangements,” to our unaudited consolidated financial statements included in this report. As discussed therein, we refinanced a portion of our debt portfolio in October 2025 whereby we issued $745.0 million aggregate principal amount of 5.750% unsecured senior notes due 2033 and we entered into secured senior term loans with an aggregate principal amount equal to $1,260.0 million, due in 2032. The proceeds of these transactions, together with cash on hand, were used to refinance all existing $1.5 billion secured senior term loans due in 2028 on October 9, 2025, and will be used to redeem all of the $545.0 million aggregate principal amount of outstanding 2027 Notes on October 31, 2025. On October 1, 2025, we issued a redemption notice with a 30 day notice period, as required pursuant to the indenture governing the 2027 Notes, indicating our intent to redeem these notes in full on October 31, 2025. The only amounts due under these new financing arrangements prior to maturity will be interest payments, due monthly for the secured senior term loans and bi-annually for the unsecured senior notes, and annual principal payments of approximately $12.6 million for the secured senior term loans. We expect to fund these interest and principal payments with cash from operations. Subsequent to the October 2025 financing transactions, the earliest maturity of our debt portfolio is 2029. As noted above, we also maintain our $600.0 million revolving credit facility with no amounts owed as of September 30, 2025. We continue to monitor our debt instruments and evaluate opportunities where it may be beneficial to refinance or reallocate the portfolio.
Current wording
As of March 31, 2026, our financing arrangements included (i) $1.3 billion 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. As noted above, we also maintain our $600.0 million revolving credit facility with no amounts owed as of March 31, 2026.
Previous wording
Total environmental liabilities as of September 30, 2025 were $236.7 million, a decrease of $4.9 million compared to December 31, 2024. During the nine months ended September 30, 2025, the environmental liability balance decreased due to expenditures of $11.0 million and reductions in environmental liability estimates of $8.0 million. The reductions in environmental liability estimates were primarily driven by a decrease of approximately $10 million in the remedial liability for a site based on our conclusion that loss was no longer probable based on evaluation of available evidence. This change was recorded in the first quarter of 2025. These decreases were partially offset by accretion of $10.7 million and new environmental liabilities, including those recognized as a result of recent acquisitions, of $3.2 million.
Current wording
Total environmental liabilities as of March 31, 2026 were $229.5 million, a decrease of $1.2 million compared to December 31, 2025. During the three months ended March 31, 2026, the environmental liability balance decreased due to expenditures of $4.1 million and reductions in environmental liability estimates of $1.4 million. These decreases were partially offset by accretion of $3.5 million and new environmental liabilities of $0.9 million.
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, 2025, there were $126.7 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, 2026, there were $145.3 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 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.
Current wording
In the first three months of 2026, 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, 2025. For more information regarding our accounting policies, please refer to Note 2, “Significant Accounting Policies” to the accompanying unaudited consolidated financial statements.