Table of Contents

UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
_______________________
FORM 10-Q
☒
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017MARCH 31, 2024
OR
OR
☐
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE TRANSITION PERIOD FROM         TO       


Commission File Number 001-34223
_______________________
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts04-2997780
Massachusetts04-2997780
(State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification No.)
42 Longwater Drive Norwell, MANorwellMA02061-9149
(Address of Principal Executive Offices)(Zip Code)
(781) 792-5000
(Registrant’s Telephone Number, Including area code)code: (781) 792-5000
_______________________Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueCLHNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x ☒ No o☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x☒  No o

☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“merging growth company"company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerx
☒
Accelerated filero☐
Non-accelerated filero
☐
Smaller reporting companyo☐
(Do not check if a smaller reporting company)
Emerging growth companyo☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o☐  No x☒

Indicate theThe number of shares outstanding of eachCommon Stock, $0.01 par value, of the issuer’s classes of common stock, as of the latest practicable date.registrant outstanding at April 26, 2024 was 53,935,124.

Common Stock, $.01 par value56,933,498
(Class)(Outstanding as of October 27, 2017)


CLEAN HARBORS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

Page No.
Page No.
PART I: FINANCIAL INFORMATION
Consolidated Balance Sheets
1
Unaudited Consolidated Statements of Operations
2
Unaudited Consolidated Statements of Comprehensive Income (Loss)
3
Unaudited Consolidated Statements of Cash Flows
4
Unaudited Consolidated Statements of Stockholders’ Equity
5
Notes to Unaudited Consolidated Financial Statements
6
2920
4230
4330
PART II: OTHER INFORMATION
4431
4431
4431
4431
4431
4432
4532
4633





Table of Contents



CLEAN HARBORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)
March 31, 2024December 31, 2023
ASSETS(unaudited)
Current assets:
Cash and cash equivalents$337,825 $444,698 
Short-term marketable securities104,811 106,101 
Accounts receivable, net of allowances aggregating $47,129 and $42,209, respectively1,039,763 983,111 
Unbilled accounts receivable165,592 107,859 
Inventories and supplies354,310 327,511 
Prepaid expenses and other current assets103,495 82,939 
Total current assets2,105,796 2,052,219 
Property, plant and equipment, net2,330,484 2,193,318 
Other assets:
Operating lease right-of-use assets206,577 187,060 
Goodwill1,487,821 1,287,736 
Permits and other intangibles, net739,975 602,797 
Other long-term assets69,170 59,739 
Total other assets2,503,543 2,137,332 
Total assets$6,939,823 $6,382,869 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$15,102 $10,000 
Accounts payable452,848 451,806 
Deferred revenue106,425 95,230 
Accrued expenses and other current liabilities349,435 397,157 
Current portion of closure, post-closure and remedial liabilities29,179 26,914 
Current portion of operating lease liabilities64,534 56,430 
Total current liabilities1,017,523 1,037,537 
Other liabilities:
Closure and post-closure liabilities, less current portion of $14,079 and $13,556, respectively105,493 105,044 
Remedial liabilities, less current portion of $15,100 and $13,358, respectively94,686 97,885 
Long-term debt, less current portion2,778,624 2,291,717 
Operating lease liabilities, less current portion145,544 131,743 
Deferred tax liabilities361,223 353,107 
Other long-term liabilities125,393 118,330 
Total other liabilities3,610,963 3,097,826 
Commitments and contingent liabilities (See Note 15)
Stockholders’ equity:
Common stock, $0.01 par value:
Authorized 80,000,000 shares; issued and outstanding 53,926,191 and 53,929,703 shares, respectively539 539 
Additional paid-in capital458,014 459,728 
Accumulated other comprehensive loss(179,626)(175,339)
Retained earnings2,032,410 1,962,578 
Total stockholders’ equity2,311,337 2,247,506 
Total liabilities and stockholders’ equity$6,939,823 $6,382,869 

 September 30, 2017 December 31, 2016
ASSETS(unaudited)  
Current assets:   
Cash and cash equivalents$361,658
 $306,997
Accounts receivable, net of allowances aggregating $28,537 and $29,249, respectively531,696
 496,226
Unbilled accounts receivable40,933
 36,190
Deferred costs20,237
 18,914
Inventories and supplies173,097
 178,428
Prepaid expenses and other current assets32,637
 56,116
Total current assets1,160,258
 1,092,871
Property, plant and equipment, net1,611,971
 1,611,827
Other assets:   
Goodwill478,728
 465,154
Permits and other intangibles, net477,639
 498,721
Other19,757
 13,347
Total other assets976,124
 977,222
Total assets$3,748,353
 $3,681,920
    
LIABILITIES AND STOCKHOLDERS' EQUITY   
Current liabilities:   
Current portion of long-term obligations$4,000
 $—
Accounts payable223,599
 229,534
Deferred revenue69,236
 64,397
Accrued expenses213,189
 190,721
Current portion of closure, post-closure and remedial liabilities19,516
 20,016
Total current liabilities529,540
 504,668
Other liabilities:   
Closure and post-closure liabilities, less current portion of $4,077 and $6,220, respectively55,762
 52,111
Remedial liabilities, less current portion of $15,439 and $13,796, respectively110,074
 114,211
Long-term obligations, less current portion1,625,971
 1,633,272
Deferred taxes, unrecognized tax benefits and other long-term liabilities298,659
 293,417
Total other liabilities2,090,466
 2,093,011
Commitments and contingent liabilities (See Note 15)

 

Stockholders’ equity:   
Common stock, $.01 par value:   
Authorized 80,000,000; shares issued and outstanding 56,926,549 and 57,297,978 shares, respectively569
 573
Shares held under employee participation plan—
 (469)
Additional paid-in capital708,358
 725,670
Accumulated other comprehensive loss(169,468) (214,326)
Accumulated earnings588,888
 572,793
Total stockholders’ equity1,128,347
 1,084,241
Total liabilities and stockholders’ equity$3,748,353
 $3,681,920

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Three Months Ended
March 31,
20242023
Revenues:
Service revenues$1,151,858 $1,053,233 
Product revenues224,837 254,154 
Total revenues1,376,695 1,307,387 
Cost of revenues: (exclusive of items shown separately below)
Service revenues816,349 751,595 
Product revenues154,721 179,919 
Total cost of revenues971,070 931,514 
Selling, general and administrative expenses181,868 166,753 
Accretion of environmental liabilities3,217 3,407 
Depreciation and amortization95,065 84,758 
Income from operations125,475 120,955 
Other (expense) income, net(1,141)116 
Loss on early extinguishment of debt— (2,362)
Interest expense, net of interest income of $3,514 and $2,955, respectively(28,539)(20,632)
Income before provision for income taxes95,795 98,077 
Provision for income taxes25,963 25,676 
Net income$69,832 $72,401 
Earnings per share:
Basic$1.29 $1.34 
Diluted$1.29 $1.33 
Shares used to compute earnings per share - Basic53,930 54,076 
Shares used to compute earnings per share - Diluted54,213 54,404 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Revenues:       
Service revenues$612,352
 $594,225
 $1,783,506
 $1,709,018
Product revenues143,494
 135,295
 414,069
 354,095
Total revenues755,846
 729,520
 2,197,575
 2,063,113
Cost of revenues (exclusive of items shown separately below)       
Service revenues412,369
 385,542
 1,215,812
 1,148,212
Product revenues107,226
 106,373
 320,171
 287,984
Total cost of revenues519,595
 491,915
 1,535,983
 1,436,196
Selling, general and administrative expenses113,252
 110,954
 337,767
 322,501
Accretion of environmental liabilities2,347
 2,476
 7,053
 7,529
Depreciation and amortization72,989
 73,360
 216,932
 215,655
Goodwill impairment charge—
 34,013
 —
 34,013
Income from operations47,663
 16,802
 99,840
 47,219
Other expense(432) (198) (2,814) (737)
Loss on early extinguishment of debt(1,846) —
 (7,891) —
(Loss) gain on sale of businesses(77) 16,431
 31,645
 16,431
Interest expense, net of interest income of $573, $196, $1,098 and $571, respectively(20,675) (21,565) (65,743) (62,192)
Income before provision for income taxes24,633
 11,470
 55,037
 721
Provision for income taxes12,575
 21,725
 38,492
 27,881
Net income (loss)$12,058
 $(10,255) $16,545
 $(27,160)
Earnings (loss) per share:       
Basic$0.21
 $(0.18) $0.29
 $(0.47)
Diluted$0.21
 $(0.18) $0.29
 $(0.47)
Shares used to compute earnings (loss) per share - Basic57,033
 57,487
 57,149
 57,575
Shares used to compute earnings (loss) per share - Diluted57,195
 57,487
 57,280
 57,575


The accompanying notes are an integral part of these unaudited consolidated financial statements.

2
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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)
 Three Months Ended
March 31,
 20242023
Net income$69,832 $72,401 
Other comprehensive loss, net of tax:
Unrealized (loss) gain on available-for-sale securities(84)174 
Unrealized gain (loss) on fair value of interest rate hedges8,661 (4,829)
Reclassification adjustment for interest rate hedge amounts realized in net income(3,733)(4,124)
Reclassification adjustment for settlement of interest rate hedges— (5,905)
Pension adjustments19 — 
Foreign currency translation adjustments(9,150)338 
Other comprehensive loss, net of tax(4,287)(14,346)
Comprehensive income$65,545 $58,055 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Net income (loss)$12,058
 $(10,255) $16,545
 $(27,160)
Other comprehensive income (loss):       
Unrealized gains (losses) on available-for-sale securities (net of tax (benefit) of $7, $(238), $129 and $(238), respectively)
11
 (164) 170
 (358)
Reclassification adjustment for losses on available-for-sale securities included in net income (loss) (net of taxes of $0, $0, $79 and $0, respectively)—
 —
 143
 —
Foreign currency translation adjustments23,698
 (1,147) 44,545
 43,706
Other comprehensive income (loss)23,709
 (1,311) 44,858
 43,348
Comprehensive income (loss)$35,767
 $(11,566) $61,403
 $16,188


The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Nine Months Ended
 September 30,
 2017 2016
Cash flows from operating activities:   
Net income (loss)$16,545
 $(27,160)
Adjustments to reconcile net income (loss) to net cash from operating activities:   
Depreciation and amortization216,932
 215,655
Goodwill impairment charge—
 34,013
Allowance for doubtful accounts5,635
 6,203
Amortization of deferred financing costs and debt discount2,562
 2,685
Accretion of environmental liabilities7,053
 7,529
Changes in environmental liability estimates(312) (349)
Deferred income taxes184
 (28,826)
Stock-based compensation9,212
 7,735
Excess tax benefit of stock-based compensation—
 (21)
Net tax deficiency on stock based awards—
 (642)
Other expense2,814
 1,247
Gain on sale of business(31,645) (16,431)
Loss on early extinguishment of debt7,891
 —
Environmental expenditures(10,078) (9,374)
Changes in assets and liabilities, net of acquisitions   
Accounts receivable and unbilled accounts receivable(38,122) (32,944)
Inventories and supplies(4,975) (13,722)
Other current assets18,305
 5,619
Accounts payable(7,085) (11,951)
Other current and long-term liabilities26,553
 39,561
 Net cash from operating activities221,469
 178,827
Cash flows used in investing activities:   
Additions to property, plant and equipment(127,736) (175,348)
Proceeds from sale and disposal of fixed assets5,375
 3,982
Acquisitions, net of cash acquired(44,432) (207,089)
Proceeds on sale of businesses, net of transactional costs46,339
 47,134
Additions to intangible assets, including costs to obtain or renew permits(1,348) (1,920)
Purchases of available-for-sale securities—
 (598)
Proceeds from sale of investments376
 —
Net cash used in investing activities(121,426) (333,839)
Cash flows from financing activities:   
Change in uncashed checks(8,657) (7,084)
Proceeds from exercise of stock options46
 230
Issuance of restricted shares, net of shares remitted(2,321) (2,500)
Repurchases of common stock(24,465) (15,869)
Deferred financing costs paid(5,746) (2,614)
Excess tax benefit of stock-based compensation—
 21
Premiums paid on early extinguishment of debt(6,028) —
Principal payment on debt(401,000) —
Issuance of senior secured notes, net of discount399,000
 —
Issuance of senior unsecured notes, including premium—
 250,625
Net cash (used in) from financing activities(49,171) 222,809
Effect of exchange rate change on cash3,789
 5,352
Increase in cash and cash equivalents54,661
 73,149
Cash and cash equivalents, beginning of period306,997
 184,708
Cash and cash equivalents, end of period$361,658
 $257,857
Supplemental information:   
Cash payments for interest and income taxes:   
Interest paid$67,550
 $66,261
Income taxes paid14,321
 27,196
Non-cash investing and financing activities:   
Accrual for repurchased shares—
 479
Property, plant and equipment accrued14,509
 18,181
Transfer of inventory to property, plant and equipment12,641
 —
Receivable for estimated purchase price adjustment—
 1,910
The accompanying notes are an integral part of these unaudited consolidated financial statements.

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

 Common Stock 
Shares Held
Under
Employee
Participation
Plan
   
Accumulated
Other
Comprehensive Loss
    
 Number
of
Shares		 $ 0.01
Par
Value		  Additional
Paid-in
Capital		  Accumulated
Earnings		 Total
Stockholders’
Equity
Balance at January 1, 201757,298
 $573
 $(469) $725,670
 $(214,326) $572,793
 $1,084,241
Cumulative effect of change in accounting for stock based compensation—
 —
 —
 681
 —
 (450) 231
Net income—
 —
 —
 —
 —
 16,545
 16,545
Other comprehensive income—
 —
 —
 —
 44,858
 —
 44,858
Stock-based compensation—
 —
 —
 9,212
 —
 —
 9,212
Issuance of restricted shares, net of shares remitted100
 1
 —
 (2,322) —
 —
 (2,321)
Shares held under employee participation plan(25) —
 469
 (469) —
 —
 —
Repurchases of common stock(448) (5) —
 (24,460) —
 —
 (24,465)
Exercise of stock options2
 —
 —
 46
 —
 —
 46
Balance at September 30, 201756,927
 $569
 $—
 $708,358
 $(169,468) $588,888
 $1,128,347


Three Months Ended
March 31,
20242023
Cash flows from operating activities:
Net income$69,832 $72,401 
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization95,065 84,758 
Allowance for doubtful accounts1,728 1,398 
Amortization of deferred financing costs and debt discount1,329 1,354 
Accretion of environmental liabilities3,217 3,407 
Changes in environmental liability estimates917 683 
Deferred income taxes(88)(363)
Other expense (income), net1,141 (116)
Stock-based compensation6,338 6,018 
Loss on early extinguishment of debt— 2,362 
Environmental expenditures(4,729)(8,348)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable and unbilled accounts receivable(44,383)(5,030)
Inventories and supplies(13,572)2,758 
Other current and non-current assets(25,918)(17,328)
Accounts payable(17,358)(21,801)
Other current and long-term liabilities(54,970)(94,145)
Net cash from operating activities18,549 28,008 
Cash flows used in investing activities:
Additions to property, plant and equipment(137,913)(81,686)
Proceeds from sale and disposal of fixed assets1,008 1,855 
Acquisitions, net of cash acquired(475,306)(108,533)
Proceeds from sale of business, net of transaction costs750 — 
Additions to intangible assets including costs to obtain or renew permits(534)(333)
Purchases of available-for-sale securities(31,228)(39,037)
Proceeds from sale of available-for-sale securities33,350 29,800 
Net cash used in investing activities(609,873)(197,934)
Cash flows from (used in) financing activities:
Change in uncashed checks7,778 164 
Tax payments related to withholdings on vested restricted stock(3,052)(3,351)
Repurchases of common stock(5,000)(3,000)
Deferred financing costs paid(4,641)(6,094)
Payments on finance leases(4,665)(3,689)
Principal payments on debt(3,776)(616,475)
Proceeds from issuance of debt, net of discount499,375 500,000 
Borrowing from revolving credit facility— 114,000 
Net cash from (used in) financing activities486,019 (18,445)
Effect of exchange rate change on cash(1,568)75 
Decrease in cash and cash equivalents(106,873)(188,296)
Cash and cash equivalents, beginning of period444,698 492,603 
Cash and cash equivalents, end of period$337,825 $304,307 
Supplemental information:
Cash payments for interest and income taxes:
Interest paid$51,243 $34,878 
Income taxes paid, net of refunds8,020 37,141 
Non-cash investing activities:
Property, plant and equipment accrued28,266 27,533 
ROU assets obtained in exchange for operating lease liabilities23,101 10,203 
ROU assets obtained in exchange for finance lease liabilities14,519 5,153 
The accompanying notes are an integral part of these unaudited consolidated financial statements.





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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Common StockAccumulated
Other
Comprehensive Loss
Number
of
Shares
$0.01
Par
Value
Additional
Paid-in
Capital		Retained EarningsTotal
Stockholders’
Equity
Balance at January 1, 202453,930 $539 $459,728 $(175,339)$1,962,578 $2,247,506 
Net income— — — — 69,832 69,832 
Other comprehensive loss— — — (4,287)— (4,287)
Stock-based compensation— — 6,338 — — 6,338 
Issuance of common stock for restricted share vesting, net of employee tax withholdings23 — (3,052)— — (3,052)
Repurchases of common stock(27)— (5,000)— — (5,000)
Balance at March 31, 202453,926 $539 $458,014 $(179,626)$2,032,410 $2,311,337 


Common StockAccumulated
Other
Comprehensive Loss
Number
of
Shares
$0.01
Par
Value
Additional
Paid-in
Capital		Retained EarningsTotal
Stockholders’
Equity
Balance at January 1, 202354,065 $541 $504,240 $(167,181)$1,584,722 $1,922,322 
Net income— — — — 72,401 72,401 
Other comprehensive loss— — — (14,346)— (14,346)
Stock-based compensation— — 6,018 — — 6,018 
Issuance of common stock for restricted share vesting, net of employee tax withholdings49 — (3,351)— — (3,351)
Repurchases of common stock(22)— (3,000)— — (3,000)
Balance at March 31, 202354,092 $541 $503,907 $(181,527)$1,657,123 $1,980,044 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CLEAN HARBORS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


(1) BASIS OF PRESENTATION

The accompanying consolidated interim financial statements are unaudited and include the accounts of Clean Harbors, Inc. and its subsidiaries (collectively, “Clean Harbors,”Harbors” or the “Company” or "we") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”(“SEC”) and, in the opinion of management, include all adjustments which are of a normal recurring nature and are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Management has made estimates and assumptions affecting the amounts reported in the Company'sCompany’s consolidated interim financial statements and accompanying footnotes,footnotes; actual results could differ from those estimates and judgments. The results for interim periods are not necessarily indicative of results for the entire year or any other interim periods. The financial statements presented herein should be read in connectionconjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which includes the audited consolidated balance sheet as of December 31, 2016 from which the one presented herein was derived.2023.

(2) SIGNIFICANT ACCOUNTING POLICIES
The Company'sCompany’s significant accounting policies are described in Note 2, "Significant“Significant Accounting Policies,"” in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. There have been no material changes in these policies or their application.2023.
Reclassifications
As disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, in the fourth quarter of 2016 the Company changed the manner in which it manages its business, makes operating decisions and assesses the Company's performance. The Company's operations are now managed in six operating segments: Technical Services, Industrial Services, Field Services, Safety-Kleen, Oil and Gas Field Services and Lodging Services. For purposes of segment disclosure the Industrial Services and Field Services operating segments have been aggregated into a single reportable segment based upon their similar economic and other characteristics, and the Oil and Gas Field Services and Lodging Services operating segments have been combined as they do not meet the quantitative thresholds for separate presentation. The amounts presented for the three and nine months ended September 30, 2016 have been recast to reflect the impact of such changes. These reclassifications and adjustments had no effect on consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of cash flows or consolidated statements of stockholders' equity for any of the periods presented.
Recent Accounting Pronouncements Not Yet Adopted
Standards implemented
In July 2015,November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, InventoryNo. 2023-07, Segment Reporting (Topic 330). The amendment provides280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance regardingwill be effective for the measurement of inventory. Entities should measure inventory withinannual periods beginning the scope of this update at the lower of costyear ended December 31, 2024, and net realizable value. The adoption of ASU 2015-11 was applied prospectively and as offor interim periods beginning January 1, 2017 did not have an2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new pronouncement on the Company'sits consolidated financial statements.statements and disclosures.


In March 2016,December 2023, the FASB issued ASU 2016-09, Compensation-Stock CompensationNo. 2023-09, Income Taxes (Topic 718)740): Improvements to Employee Share-Based Payment Accounting. The amendment simplifies several aspects of the accounting for share-based payment transactions, including theIncome Tax Disclosures, which enhances income tax consequences, classification of awards as either equity or liabilitiesdisclosures related to the tax rate reconciliation and classification on the statement of cash flows. Stock-based compensation excess tax benefits or deficiencies are now reflected in the Consolidated Statements of Operations as a component of the provision for income taxes whereas they previously were recognized in equity. Additionally, the Consolidated Statements of Cash Flows now include excess tax benefits as an operating activity. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. The Company has elected to apply that change in cash flow classification on a prospective basis, leaving previously reported net cash from operating activities and net cash from financing activities in the accompanying consolidated statement of cash flowspaid. This guidance will be effective for the periodannual periods beginning the year ended September 30, 2016 unchanged. Finally, the Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures. As a result of theDecember 31, 2025. Early adoption of this update, the Company recorded a cumulative-effect adjustment that reduced beginning retained earnings by $0.5 million, net of tax.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). The amendment provides updated guidance on eight specific cash flow issues, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims and corporate-owned life insurance, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. The Company early adopted the amendments in the Update on a retrospective basis in the second quarter of fiscal year 2017. As a result ofis permitted. Upon adoption, the Company has recorded cash paid in the second and third quarters of 2017 for debt prepayment and extinguishment costs as financing activities in the accompanying consolidated statements of cash flows.
Standard to be implemented
In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance including industry-specific guidance. In August 2015, FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 for all entities by one year. In March 2016, FASB issued ASU 2016-08, which reduces the potential for diversity in practice arising from inconsistent application of the principal versus agent guidance, as well as the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. In April 2016, FASB issued ASU 2016-10, which reduces the potential for diversity in initial application, as well as the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. In May 2016, FASB issued ASU 2016-12, which provided narrow scope improvements and practical expedients on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. ASU 2014-09 is currently effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company expects that it will adopt ASU 2014‑09 beginning in the first quarter of 2018 and continues its evaluation of the impact of the new standard on its accounting policies, disclosures, processes, and system requirements. The Company has assigned internal resources to assist in this implementation project and believes that the project is progressing timely. The Company currently anticipates adopting this ASU using the modified retrospective method. While the Company’s impact assessment is not yet complete, based on the results of its work to date, it currently does not expect the application of the new standard to have a material impact to its consolidated financial statement results. As the Company completes its evaluation of this new standard, the Company's preliminary assessments could change.
In October 2016, the FASB issued ASU 2016-16, Income Tax - Intra-Entity Transfers of Assets Other than Inventory. The amendment improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The amendment shouldcan be applied using a modified retrospective basis and are effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017.prospectively or retrospectively. The Company is currently in the process of evaluating the impact of adoptionadopting this new pronouncement on its consolidated financial statements.statements and disclosures.


In February 2017,March 2024, the FASB issued ASU 2017-05, Other Income-GainsSEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Losses from the DerecognitionStandardization of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and AccountingClimate-Related Disclosures for Partial Sales of Nonfinancial AssetsInvestors. The amendment is meantrules require disclosure of, among other things: material climate-related risks; activities to clarifymitigate or adapt to such risks; governance and management of such risks; and material Scope 1 and Scope 2 greenhouse gas emissions. Additionally, the scoperules require disclosure in the notes to the financial statements of ASC Subtopic 610-20, Other Income-Gainsthe effects of severe weather events and Losses fromother natural conditions, subject to certain materiality thresholds. The rules will become effective on a phased-in timeline beginning the Derecognition of Nonfinancial Assets and to add guidance for partial sales of nonfinancial assets.year ended December 31, 2025. The amendment should be applied using a full retrospective method or a modified retrospective method and are effective at the same time as ASU 2014-09. Further, the Company is requiredcurrently evaluating the final rule to adopt ASU 2017-05 at the same time that it adopts the guidance in ASU 2014-09. Adoption is not expected to have a materialdetermine its impact on the Company'sCompany’s consolidated financial statements.statements and disclosures.


In May 2017,
(3) REVENUES
The Company generates revenues through the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accountingfollowing operating segments: Environmental Services and Safety-Kleen Sustainability Solutions (“SKSS”). The amendment is meant to provide guidance about which changesCompany’s Environmental Services operating segment generally has four sources of revenue and the SKSS operating segment has two sources of revenue. The Company disaggregates third-party revenues by geographic location and source of revenue as management believes these categories depict how revenue and cash flows are affected by economic factors. The Company’s significant sources of revenue include:
Technical Services—Technical Services contribute to the terms revenues of the Environmental Services operating segment. Revenues for these services are generated from fees charged for waste material management and disposal services including onsite environmental management services, collection and transportation, packaging, recycling, treatment and disposal of waste and remediation projects. These services handle hazardous and/or conditionsnon-hazardous waste, including per- and polyfluoroalkyl substances (“PFAS”). Revenue is primarily generated by short-term projects, most of which are governed by master service agreements that are long-term in nature. These master service agreements are typically entered into with the Company’s larger customers and outline the pricing and legal frameworks for such arrangements. Services are provided based on purchase orders or agreements with the
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customer and include prices based upon units of volume of waste, material and personnel costs as well as transportation and other fees. Collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a share-basedright to payment award require an entityfor performance completed to apply modification accountingdate. The Company uses the input method to recognize revenue over time, based on time and materials incurred as a basis for measuring the satisfaction of the performance obligation. Revenues for treatment and disposal of waste are recognized upon completion of treatment, final disposition in Topic 718.a landfill or incinerator, or when the waste is shipped to a third-party for processing and disposal. The amendment should be applied prospectivelyCompany periodically enters into bundled arrangements for the collection and transportation and disposal of waste. For such arrangements, transportation and disposal are considered distinct performance obligations and the Company allocates revenue to an award modifiedeach based on or after the adoption daterelative standalone selling price (i.e., the estimated price that a customer would pay for the services on a standalone basis). Revenues and are effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Adoptionthe related costs from waste that is not expected to have a material impactyet completely processed and disposed of are deferred. The deferred revenues and costs are recognized when the services are completed. The period between collection and transportation and the final processing and disposal ranges depending on the Company's consolidated financial statements.location of the customer, but generally is measured in days.


(3) BUSINESS COMBINATIONS
2017 Acquisitions
On September 22, 2017,Industrial Services—Industrial Services contribute to the revenues of the Environmental Services operating segment. These revenues are primarily generated from industrial and specialty services provided to refineries, chemical plants, manufacturing facilities, power generation companies and other industrial customers throughout North America. Services include in-plant cleaning and maintenance services, plant outage and turnaround services, specialty cleaning services including chemical cleaning, pigging and high and ultra-high pressure water cleaning, leak detection and repair, daylighting, production services and upstream energy services. Services are provided based on purchase orders or agreements with the customer and include prices based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company acquiredhas a privately held company which manufacturesright to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and sells partmaterials incurred.
Field and Emergency Response Services—Field and Emergency Response Services contribute to the revenues of the Environmental Services operating segment. Field Services revenues are generated from cleanup services at customer sites, including those managed by municipalities and utility providers, or other locations on a scheduled or emergency response basis. Services include confined space entry for tank cleaning, site decontamination, environmental remediation, railcar cleaning, manhole/vault clean outs, product recovery and transfer and vacuum services. Additional services include filtration, water treatment services and wetland restoration. Response services for environmental emergencies of any scale range from man-made disasters such as oil spills to natural disasters like hurricanes. Emergency response services also include spill cleanup on land and water, as well as contagion disinfection, decontamination and disposal services. Field and emergency response services are provided based on purchase orders or agreements with customers and include prices generally based upon daily, hourly or job rates for equipment, materials and personnel. The Company recognizes revenue for these services over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. The Company uses the input method to recognize revenue over time, based on time and materials incurred. The duration of such services can be over a number of hours, several days or even months for larger scale projects.
Safety-Kleen Environmental Services—Safety-Kleen Environmental Services revenues contribute both to the Environmental Services operating segment and the SKSS operating segment depending upon the nature of such revenues and operating responsibilities relative to executing the revenue contracts. Revenues from providing containerized waste handling and disposal services, parts washer machinesservices and related equipment for approximately $2.1 million. The acquired company is included invacuum services, referred to collectively as the Safety-Kleen branches’ core service offerings, contribute to the revenues of the Environmental Services operating segment. In connection with this acquisitionaddition, sales of packaged blended oil products and other complementary product sales contribute to the revenues of the Environmental Services operating segment. Revenues generated from waste oil, anti-freeze and oil filter collection services, sales of bulk blended oil products and sales of bulk automotive fluids contribute to the SKSS operating segment.
Generally, the revenue from services is recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a preliminary goodwill amountright to payment for performance completed to date. The duration of $0.7 million was recognized.such services can be over a number of hours or several days. The Company uses the input method to recognize revenue over time, based on time and materials incurred. Product revenue is recognized upon the transfer of control whereby control transfers when the products are delivered to the customer. Containerized waste services consist of profiling, collecting, transporting and recycling or disposing of a wide variety of waste. Related collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date. Parts washer services include customer use of the Company’s parts washer equipment, cleaning and maintenance of the parts washer equipment and removal and replacement of used cleaning fluids. Parts washer services are considered a single performance obligation due to the highly integrated and interdependent nature of the arrangement. Revenue from parts washer services is recognized over the service interval as the customer receives the benefit of the services.
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Safety-Kleen Oil—Safety-Kleen Oil related sales contribute to the revenues of the SKSS segment. These revenues are generated from sales of high-quality base and blended lubricating oils to third-party distributors, government agencies, fleets, railroads and industrial customers. The business also sells recycled fuel oil to asphalt plants, industrial plants and pulp and paper companies. The used oil is also processed into vacuum gas oil which can be further re-refined into lubricant base oils or sold directly into the marine diesel oil fuel market. Revenue for oil products is recognized at a point in time, upon the transfer of control. Control transfers when the products are delivered to the customer.
The following tables present the Company's third-party revenue disaggregated by source of revenue and geography (in thousands):
Three Months Ended March 31, 2024
Environmental ServicesSafety-Kleen Sustainability SolutionsCorporateTotal
Primary Geographical Markets
United States$1,053,458 $193,912 $102 $1,247,472 
Canada107,821 21,402 — 129,223 
Total third-party revenues$1,161,279 $215,314 $102 $1,376,695 
Sources of Revenue
Technical Services$407,491 $— $— $407,491 
Industrial Services and Other359,397 — 102 359,499 
Field and Emergency Response Services163,469 — — 163,469 
Safety-Kleen Environmental Services230,922 53,021 — 283,943 
Safety-Kleen Oil— 162,293 — 162,293 
Total third-party revenues$1,161,279 $215,314 $102 $1,376,695 
Three Months Ended March 31, 2023
Environmental ServicesSafety-Kleen Sustainability SolutionsCorporateTotal
Primary Geographical Markets
United States$958,584 $221,771 $107 $1,180,462 
Canada102,398 24,527 — 126,925 
Total third-party revenues$1,060,982 $246,298 $107 $1,307,387 
Sources of Revenue
Technical Services$366,509 $— $— $366,509 
Industrial Services and Other336,379 — 107 336,486 
Field and Emergency Response Services148,086 — — 148,086 
Safety-Kleen Environmental Services210,008 49,559 — 259,567 
Safety-Kleen Oil— 196,739 — 196,739 
Total third-party revenues$1,060,982 $246,298 $107 $1,307,387 
Contract Balances
(in thousands)March 31, 2024December 31, 2023
Receivables$1,039,763 $983,111 
Contract assets (unbilled receivables)165,592 107,859 
Contract liabilities (deferred revenue)106,425 95,230 

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits or deferred revenue (contract liabilities) on the consolidated balance sheet. Generally, billing occurs subsequent to revenue recognition, as a right to payment is not just subject to passage of time, resulting in contract assets, which are generally classified as current. The Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance
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sheet on a contract-by-contract basis at the end of each reporting period. The contract liability balances at the beginning of each period presented are generally fully recognized in the subsequent three-month period.

(4) BUSINESS COMBINATIONS
2024 Acquisitions
On July 14, 2017,March 22, 2024, the Company acquired Lonestar Westcompleted its acquisition of Hepaco Blocker, Inc. ("Lonestar"and its subsidiaries (collectively, “HEPACO”), a public company headquartered in Alberta, Canada, for approximately CAD $41.8 million, ($33.1 million USD), net of cash acquired, which included an equity payout of CAD $0.72 per share to Lonestar shareholders and the assumption of approximately CAD $21.3 million ($16.8 million USD) in outstanding debt, which Clean Harbors subsequently repaid. The acquisition is expected to support the Company's growth in the daylight and hydro excavation services markets. In addition to increasing the size of the Company's hydro vac fleet, Lonestar's network of locations will provide the Company with direct access to key geographic markets in both the United States and Canada. The acquired company will be included in the Industrial and Field Services segment. In connection with this acquisition a preliminary goodwill amount of $3.0 million was recognized.

On January 31, 2017, the Company acquired a privately held company for aall-cash purchase price of approximately $11.9$395.4 million, in cash, net of cash acquired and subject to customary post-closing adjustments.final settlement of working capital balances. The acquired business produces and distributes oil products and therefore complementsoperations of HEPACO expand the Company's closed loop model as it relates to the sale of its oil products. The acquired company is included in the Safety-Kleen operating segment. In connection with this acquisition a preliminary goodwill amount of $4.9 million was recognized.

2016 Acquisitions
During 2016, the Company acquired seven businesses that complement the strategy to create a closed loop model as it relates to the sale of the Company's oil products. These acquisitions provided the Company with three additional oil re-refineries while also expanding its used motor oil collection network and providing greater blending and packaging capabilities. These acquisitions also provided the Company with greater access to customers in the West Coast region of the United States and additional locations with Part B permits. Operations of these acquisitions are primarily being integrated into the Safety-Kleen operating segment with certain operations also being integrated into the TechnicalEnvironmental Services and Industrial Services operating segments. The combined purchase price for the seven acquisitions was $204.8 million in cash, net of cash acquired. Upon acquisition, the acquired entities were immediately integrated into the Company's operating segments. Therefore it is impracticable to measure earnings attributable to the acquired businesses.

segment’s field services business.
The preliminary allocation of the purchase price is provisional and was based on estimates of the fair value of assets acquired and liabilities assumed as of March 22, 2024. The Company continues to obtain information to complete the valuation of these balances and the associated income tax accounting. Measurement period adjustments will reflect new information obtained about facts and circumstances that existed as of the acquisition dates.date. The Company believes that such information provides a reasonable basis for estimatingfollowing table summarizes the fair valuespreliminary determination and recognition of
assets acquired and liabilities assumed. The Company finalized the purchase accounting for the seven acquisitions in the second quarter of 2017.


The components and allocation of the purchase price consist of the following amountsassumed (in thousands):
At March 22, 2024
Accounts receivable, including unbilled receivables$68,496 
Inventories and supplies1,574 
Prepaid expenses and other current assets5,221 
Property, plant and equipment45,453 
Permits and other intangibles130,000 
Operating lease right-of-use assets9,385 
Other long-term assets2,660 
Accrued expenses and other current liabilities(43,966)
Current portion of operating lease liabilities(2,758)
Operating lease liabilities, less current portion(6,627)
Deferred tax liabilities(8,916)
Other long-term liabilities(374)
Total identifiable net assets200,148 
Goodwill195,265 
Total purchase price$395,413 
 At Acquisition Dates As Reported
December 31, 2016		 Measurement Period Adjustments Final Allocations
Accounts receivable$15,767
 $475
 $16,242
Inventories and supplies12,515
 173
 12,688
Prepaid expenses and other current assets777
 (25) 752
Property, plant and equipment143,025
 891
 143,916
Permits and other intangibles28,856
 —
 28,856
Current liabilities(20,258) 353
 (19,905)
Closure and post-closure liabilities(2,408) (596) (3,004)
Remedial liabilities, less current portion(2,041) (504) (2,545)
Deferred taxes, unrecognized tax benefits and other long-term liabilities(17,019) (3,200) (20,219)
Total identifiable net assets159,214
 (2,433) 156,781
Goodwill45,791
 2,186
 47,977
Total purchase price, net of cash acquired$205,005
 $(247) $204,758
Other intangible assets acquired include customer relationships and trademarks/tradenames and are anticipated to have estimated useful lives of between 10 and 20 years with a weighted average useful life of approximately 19 years. The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired and liabilities assumed, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition. Goodwill generated from the acquisition is not deductible for tax purposes.

ProThe operations included in the Company’s financial statements for the period ended March 31, 2024, and pro forma revenue and earnings amounts on a combined basis as if these acquisitionsthis acquisition had been completed on January 1, 20162023 are immaterial to the consolidated financial statements of the Company since that date.Company.

(4) DISPOSITION OF BUSINESSES
2017 Disposition

On June 30, 2017,March 1, 2024, the Company completed the saleacquired a privately-owned business for an all-cash purchase price of its Transformer Services business, as part of its continuous focus on improving or divesting certain non-core operations. The Transformer Services business was a non-core business previously included within the Technical Services operating segment and was sold for approximately $46.5 million ($44.4$68.9 million, net of $2.1 million in transactional related costs)cash acquired and subject to potential adjustments from customary post-closing conditions. As a resultthe final settlement of working capital balances. The acquired company expands the SKSS segment’s oil collection operations in the southeastern region of the sale,United States while also adding incremental production from the re-refinery owned and operated by the acquired company.
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The preliminary allocation of the purchase price is provisional and was based on estimates of the fair value of assets acquired and liabilities assumed as of March 1, 2024. The Company continues to obtain information to complete the valuation of these balances and the associated income tax accounting. Measurement period adjustments will reflect new information obtained about facts and circumstances that existed as of the acquisition date. The following table summarizes the preliminary determination and recognition of assets acquired and liabilities assumed (in thousands):
At March 1, 2024
Accounts receivable, including unbilled receivables$5,693 
Inventories and supplies6,817 
Prepaid expenses and other current assets423 
Property, plant and equipment38,914 
Permits and other intangibles20,200 
Operating lease right-of-use assets3,615 
Other long-term assets92 
Accrued expenses and other current liabilities(8,990)
Current portion of operating lease liabilities(1,823)
Operating lease liabilities, less current portion(1,792)
Total identifiable net assets63,149 
Goodwill5,744 
Total purchase price$68,893 
Other intangible assets acquired include customer relationships and trademarks/tradenames and are anticipated to have estimated useful lives of between 7 and 15 years with a weighted average useful life of approximately 13 years. The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired and liabilities assumed, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and assembled workforce that the Company has recognized inexpects to realize from the nine months ended September 30, 2017, a pre-tax gain $31.6 million whichacquisition. Goodwill generated from the acquisition is deductible for tax purposes.
The operations included in (loss) gain on sale of business in the Company’s financial statements for the period ended March 31, 2024, and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2023 are immaterial to the consolidated statementfinancial statements of operations.the Company.

2023 Acquisition
On March 31, 2023, the Company acquired Thompson Industrial Services, LLC (“Thompson Industrial”) for an all-cash purchase price of $110.9 million, net of cash acquired. The operations of Thompson Industrial expand the Environmental Services segment’s industrial service operations in the southeastern region of the United States.
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The Company finalized the purchase accounting for this acquisition. The allocation of the purchase price was based on estimates of the fair value and assets acquired and liabilities assumed as of March 31, 2023. The following table presentssummarizes the carrying amountsfinal determination and recognition of the Company's Transformer Services business that was disposed of on June 30, 2017assets acquired and liabilities assumed (in thousands):
At Acquisition Date As Reported December 31, 2023Measurement Period AdjustmentsFinal Allocation At Acquisition Date As Reported March 31, 2024
Accounts receivable, including unbilled receivables$25,233 $(73)$25,160 
Inventories and supplies228 — 228 
Prepaid expenses and other current assets1,302 — 1,302 
Property, plant and equipment26,719 — 26,719 
Permits and other intangibles28,900 — 28,900 
Operating lease right-of-use assets4,716 — 4,716 
Other long-term assets72 — 72 
Accrued expenses and other current liabilities(10,385)(145)(10,530)
Current portion of operating lease liabilities(1,653)— (1,653)
Operating lease liabilities, less current portion(3,063)— (3,063)
Other long-term liabilities(560)— (560)
Total identifiable net assets71,509 (218)71,291 
Goodwill39,346 218 39,564 
Total purchase price$110,855 $— $110,855 
 June 30, 2017
Total current assets$7,241
Property, plant and equipment, net8,773
Total other assets1,681
Total assets divested$17,695
Total current liabilities3,849
Total other liabilities1,170
Total liabilities divested$5,019
Net carrying value divested$12,676

Permits and other intangible assets acquired include customer relationships, trademarks/tradenames and non-compete agreements and are anticipated to have estimated useful lives of between five and 15 years with a weighted average useful life of approximately 13 years. The Company evaluated the disposition and determined it did not meet the “major effect” criteria for classification as a discontinued operation largely due to the nature and sizeexcess of the operationstotal purchase price, which includes the aggregate cash consideration paid in excess of the disposed entity. However, the Company determined that the disposition represented an individually significant componentfair value of the Company’s business.tangible and intangible assets acquired and liabilities assumed, was recorded as goodwill. The following table presents incomegoodwill recognized is attributable to the Transformer Services business included in the Company's consolidated results of operations for each of the periods shownexpected operating synergies, assembled workforce and through its disposition on June 30, 2017 (in thousands):
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Income before provision for income taxes$—
 $318
 $2,771
 $2,111

2016 Disposition
On September 1, 2016,growth potential that the Company completedexpects to realize from the sale of its Catalyst Services business, which was a non-core business previously included withinacquisition. Goodwill generated from the Industrial and Field Services segment. During the first quarter of 2017, the Company and the buyer of the Catalyst Services business agreed to final working capital amounts and as a result the Company received $2.0 million of additional final sale proceeds.acquisition is deductible for tax purposes.


The following table presents the income before provision for (loss) income taxes attributable to the Catalyst Services business included in the Company's consolidated results of operations for three and nine months ended September 30, 2016 (in thousands):
 Three Months Ended Nine Months Ended
 September 30, 2016 September 30, 2016
(Loss) income before provision for income taxes$(1,218) $290

(5) INVENTORIES AND SUPPLIES
Inventories and supplies consisted of the following (in thousands):
September 30, 2017 December 31, 2016
Oil and oil products$57,602
 $52,158
Supplies and drums93,654
 90,610
March 31, 2024March 31, 2024December 31, 2023
Supplies
Oil and oil related products
Solvent and solutions8,680
 8,566
Modular camp accommodations1,945
 15,255
Other11,216
 11,839
Total inventories and supplies$173,097
 $178,428
As of September 30, 2017 and December 31, 2016, otherSupplies inventories consistedconsist primarily of critical spare parts to support the Company’s incinerator and re-refinery operations and other general supplies used in our normal day-to-day operations. Other inventories consist primarily of parts washer components, cleaning fluids, such as absorbents and wipers, and automotive fluids, such as windshield washer fluid and antifreeze. Supplies and drums consist primarily

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Table of drums and containers as well as critical spare parts to support its incinerator and re-refinery operations. During the second quarter of 2017, $12.6 million of modular camp accommodations inventory was transferred to and included as camp equipment within the Company's property, plant and equipment amount as such assets will be utilized in the Company's ongoing camp and lodging operations.Contents

(6) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
September 30, 2017 December 31, 2016
March 31, 2024March 31, 2024December 31, 2023
Land$121,806
 $120,575
Asset retirement costs (non-landfill)14,905
 14,567
Landfill assets143,503
 139,708
Buildings and improvements411,006
 373,160
Camp equipment171,163
 152,740
Vehicles613,767
 541,022
Equipment1,628,256
 1,483,736
Furniture and fixtures5,586
 5,492
Buildings and improvements (1)
Vehicles (2)
Vehicles (2)
Vehicles (2)
Equipment (3)
Construction in progress52,523
 146,904
3,162,515
 2,977,904
Construction in progress
Construction in progress
5,104,675
Less - accumulated depreciation and amortization1,550,544
 1,366,077
Total property, plant and equipment, net$1,611,971
 $1,611,827
Interest________________
(1) Balances inclusive of gross right-of-use (“ROU”) assets classified as finance leases of $8.0 million in the amountboth periods.
(2) Balances inclusive of $0.2gross ROU assets classified as finance leases of $175.0 million and $0.4$151.7 million, was capitalized to fixedrespectively.
(3) Balances inclusive of gross ROU assets during the three and nine months ended September 30, 2017, respectively. Interestclassified as finance leases of $9.2 million in the amount of $1.5 million and $4.0 million was capitalized to fixed assets during the three and nine months ended September 30, 2016, respectively. both periods.
Depreciation expense, inclusive of landfill and finance lease amortization, was $64.0$82.2 million and $189.2$72.0 million for the three and nine months ended September 30, 2017,March 31, 2024 and March 31, 2023, respectively. Depreciation expense,

inclusiveThe Company recorded $2.5 million and $1.2 million of landfill amortization, was $62.6 million and $185.4 million forcapitalized interest during the three and nine months ended September 30, 2016, respectively.March 31, 2024 and March 31, 2023, respectively, mainly attributable to the construction of a new incinerator in Kimball, Nebraska.


(7) GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in goodwill by segment for the ninethree months ended September 30, 2017March 31, 2024 were as follows (in thousands):
 Technical Services Industrial & Field Services Safety-Kleen Oil, Gas and Lodging Services Totals
Balance at January 1, 2017$61,116
 $107,968
 $296,070
 $—
 $465,154
Increase from current period acquisitions—
 2,999
 5,613
 —
 8,612
Measurement period adjustments from prior period acquisitions—
 —
 2,186
 —
 2,186
Decrease from disposition of business(1,300) —
 —
 —
 (1,300)
Foreign currency translation and other338
 1,398
 2,340
 —
 4,076
Balance at September 30, 2017$60,154
 $112,365
 $306,209
 $—
 $478,728
Environmental ServicesSafety-Kleen Sustainability SolutionsTotals
Balance at January 1, 2024$1,112,013 $175,723 $1,287,736 
Increase from current period acquisitions195,265 5,744 201,009 
Measurement period adjustments from prior period acquisitions218 — 218 
Foreign currency translation(815)(327)(1,142)
Balance at March 31, 2024$1,306,681 $181,140 $1,487,821 
The Company assesses goodwill for impairment on an annual basis as of December 31 or at an interim date when events or changes in the business environment (“triggering events”) would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company conductedDuring the annual impairment test of goodwill for all reporting units as of Decemberperiod ended March 31, 2016 and determined that2024, no adjustment to the carrying value of goodwill for any reporting units was necessary because the fair value of each of the reporting units exceeded that reporting unit's respective carrying value.such triggering events were identified.
As a result of the sale of the Transformer Services business discussed in Note 4, "Disposition of Businesses", to the accompanying financial statements, the Company assessed qualitative factors to determine whether it was more likely than not that the fair value of the remaining Technical Services reporting unit was less than its carrying value. As a result of its qualitative assessment, the Company noted no indicators of impairment for the remaining Technical Services reporting unit existed as of the date of sale.
As of September 30, 2017March 31, 2024 and December 31, 2016,2023, the Company's total finite-lived and indefinite-livedCompany’s intangible assets consisted of the following (in thousands):
September 30, 2017 December 31, 2016
Cost Accumulated
Amortization		 Net Weighted
Average
Remaining Amortization
Period
(in years)		 Cost Accumulated
Amortization		 Net Weighted
Average
Remaining Amortization
Period
(in years)
March 31, 2024March 31, 2024December 31, 2023
CostCostAccumulated
Amortization		NetCostAccumulated
Amortization		Net
Permits$174,571
 $72,788
 $101,783
 21.2 $171,637
 $67,301
 $104,336
 18.9
Customer and supplier relationships398,778
 151,744
 247,034
 11.5 393,426
 127,462
 265,964
 12.2
Other intangible assets36,077
 31,414
 4,663
 7.3 34,254
 28,456
 5,798
 7.1
Total amortizable permits and other intangible assets609,426
 255,946
 353,480
 14.2 599,317
 223,219
 376,098
 13.9
Trademarks and trade names124,159
 —
 124,159
 Indefinite 122,623
 —
 122,623
 Indefinite
Total permits and other intangible assets$733,585
 $255,946
 $477,639
 
 $721,940
 $223,219
 $498,721
 
Amortization expense of permits, customer and supplier relationships and other intangible assets was $8.9$12.9 million and $27.7$12.7 million forin the three and nine months ended September 30, 2017, respectively. Amortization expense of permitsMarch 31, 2024 and other intangible assets was $10.8 million and $30.3 million for the three and nine months ended September 30, 2016,March 31, 2023, respectively.

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The expected amortization of the net carrying amount of finite-lived intangible assets at September 30, 2017March 31, 2024 was as follows (in thousands):
Years Ending December 31,Expected Amortization
2017 (three months)$9,039
201834,463
201931,521
202029,206
202126,747
Thereafter222,504
 $353,480
Years Ending December 31,Expected Amortization
2024 (nine months)$37,463 
202547,957 
202645,383 
202743,304 
202842,044 
Thereafter403,754 
$619,905 


(8) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following at September 30, 2017 and December 31, 2016 (in thousands):
 September 30, 2017 December 31, 2016
Insurance$59,552
 $63,061
Interest18,321
 21,536
Accrued compensation and benefits52,408
 34,641
Income, real estate, sales and other taxes49,892
 35,083
Other33,016
 36,400
 $213,189
 $190,721
March 31, 2024December 31, 2023
Accrued insurance$104,566 $107,658 
Accrued compensation and benefits72,253 113,236 
Accrued income, real estate, sales and other taxes63,276 44,752 
Accrued interest15,494 33,857 
Accrued other93,846 97,654 
$349,435 $397,157 
As of September 30, 2017 and December 31, 2016, other accrued expenses included accrued legal matters of $1.0 million and $3.8 million, respectively, and accrued severance charges of $1.3 million and $2.9 million, respectively.

(9) CLOSURE AND POST-CLOSURE LIABILITIES
The changes to closure and post-closure liabilities (also referred to as “asset retirement obligations”) from January 1, 20172024 through September 30, 2017March 31, 2024 were as follows (in thousands):
 Landfill
Retirement
Liability		 Non-Landfill
Retirement
Liability		 Total
Balance at January 1, 2017$30,630
 $27,701
 $58,331
Liabilities assumed in acquisitions—
 27
 27
Measurement period adjustments from prior period acquisitions—
 596
 596
New asset retirement obligations1,376
 —
 1,376
Adjustment related to disposition of business—
 (1,170) (1,170)
Accretion1,658
 1,882
 3,540
Changes in estimates recorded to statement of operations(131) (126) (257)
Changes in estimates recorded to balance sheet—
 (284) (284)
Expenditures(2,269) (352) (2,621)
Currency translation and other182
 119
 301
Balance at September 30, 2017$31,446
 $28,393
 $59,839
Landfill
Retirement
Liability		Non-Landfill
Retirement
Liability		Total
Balance at January 1, 2024$59,443 $59,157 $118,600 
New asset retirement obligations556 — 556 
Accretion1,221 1,071 2,292 
Changes in estimates recorded to consolidated statement of operations— 58 58 
Changes in estimates recorded to consolidated balance sheet— 51 51 
Expenditures(608)(1,183)(1,791)
Currency translation and other(109)(85)(194)
Balance at March 31, 2024$60,503 $59,069 $119,572 
All ofIn the landfill facilities included in the above were active as of September 30, 2017. Therethree months ended March 31, 2024, there were no significant benefits or charges (benefits) in 2017 resulting from changes in estimates for closure and post-closure liabilities.
New asset retirement obligations incurred during the first nine months
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Table of 2017 were discounted at the credit-adjusted risk-free rate of 6.32%.Contents


(10) REMEDIAL LIABILITIES
The changes to remedial liabilities for the nine months ended September 30, 2017from January 1, 2024 through March 31, 2024 were as follows (in thousands):
 
Remedial
Liabilities for
Landfill Sites
 
Remedial
Liabilities for
Inactive Sites
 
Remedial
Liabilities
(Including
Superfund) for
Non-Landfill
Operations
 Total
Balance at January 1, 2017$1,777
 $64,151
 $62,079
 $128,007
Measurement period adjustments from prior period acquisitions—
 —
 504
 504
Accretion64
 1,976
 1,473
 3,513
Changes in estimates recorded to statement of operations(34) (277) 256
 (55)
Expenditures(30) (3,099) (4,328) (7,457)
Currency translation and other(1) 2,742
 (1,740) 1,001
Balance at September 30, 2017$1,776
 $65,493
 $58,244
 $125,513
Remedial
Liabilities for
Landfill Sites		Remedial
Liabilities for
Inactive Sites		Remedial
Liabilities
(Including
Superfund) for
Non-Landfill
Operations		Total
Balance at January 1, 2024$1,880 $60,277 $49,086 $111,243 
Accretion22 521 382 925 
Changes in estimates recorded to consolidated statement of operations5 75 779 859 
Expenditures(13)(831)(2,094)(2,938)
Currency translation and other— (13)(290)(303)
Balance at March 31, 2024$1,894 $60,029 $47,863 $109,786 
In the ninethree months ended September 30, 2017,March 31, 2024, there were no significant benefits or charges (benefits) resulting from changes in estimates for remedial liabilities.


(11) FINANCING ARRANGEMENTS
Long-Term Debt
The following table is a summary of the Company’s long-term debt (in thousands):
Current Portion of Long-Term Debt:March 31, 2024December 31, 2023
Secured senior term loans$15,102 $10,000 
Long-Term Debt:
Secured senior term loans due October 8, 20281,461,122 970,000 
Unsecured senior notes, at 4.875%, due July 15, 2027 (“2027 Notes”)545,000 545,000 
Unsecured senior notes, at 5.125%, due July 15, 2029 (“2029 Notes”)300,000 300,000 
Unsecured senior notes, at 6.375%, due February 1, 2031 (“2031 Notes”)500,000 500,000 
Long-term debt, at par$2,806,122 $2,315,000 
Unamortized debt issuance costs and discount(27,498)(23,283)
Long-term debt, at carrying value$2,778,624 $2,291,717 
Financing Activities
The Company’s significant financing arrangements (in thousands):
 September 30, 2017 December 31, 2016
Senior secured notes due June 30, 2024 ("Term Loan"), current$4,000
 $—
Current portion of long-term obligations, at carrying value$4,000
 $—
    
Senior secured notes due June 30, 2024$395,000
 $—
Senior unsecured notes, at 5.25%, due August 1, 2020 ("2020 Notes")400,000
 800,000
Senior unsecured notes, at 5.125%, due June 1, 2021 ("2021 Notes")845,000
 845,000
Long-term obligations$1,640,000
 $1,645,000
Unamortized debt issuance costs and debt discount/premium, net(14,029) (11,728)
Long-term obligations, at carrying value$1,625,971
 $1,633,272
    
Total current and long-term obligations, at carrying value$1,629,971
 $1,633,272
are described in Note 12, “Financing Arrangements,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and, other than as noted below, there have been no material changes to the arrangements described therein.
On June 30, 2017,March 22, 2024, the Company and substantially all of the Company’s domestic subsidiaries as guarantors, entered into a $400.0 million senior securedIncremental Facility Amendment No. 5 to the Company’s existing Credit Agreement, (the "Termdated as of June 30, 2017 (“Term Loan Agreement"Agreement”). LoansIncremental Facility Amendment No. 5 provided for the incurrence of additional term loans (the “2024 Incremental Term Loans”) under the Term Loan Agreement in the aggregate principal amount of $500.0 million. Proceeds from the issuance of the 2024 Incremental Term Loans were $494.7 million after debt discount and debt issuance costs, and were used to fund the acquisition of HEPACO, with the excess increasing the Company’s cash balances. The 2024 Incremental Term Loans are in addition to the aggregate of $980.0 million of term loans (the “Existing Term Loans”) which were outstanding prior to the issuance of the 2024 Incremental Term Loans. Both the 2024 Incremental Term Loans and the Existing Term Loans (collectively referred to as the “2028 Term Loans”) will mature on June 30, 2024October 8, 2028, and may be prepaid at any time without premium or penalty other than customary breakage costs with respect to Eurodollar based loans or if the Company engages in certain repricing transactions before December 31, 2017,September 22, 2024, in which event a 1.0% prepayment premium would be due. The Company’s obligations under the 2028 Term Loan AgreementLoans are guaranteed by substantially all of the Company’s domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors.

Borrowings under theThe 2028 Term Loan Agreement willLoans bear interest, at the Company’s election, at either of the following rates:rates per annum: (a) the sum of the Eurodollar RateTerm SOFR (as defined in the Term Loan Agreement) plus 2.00%a SOFR Adjustment (as defined in the Term Loan Agreement) ranging
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from 0.11448% to 0.42826% (depending on the duration of the loan) plus 1.75%, or (b) the sum of the Base Rate (as defined in the Term Loan Agreement) plus 1.00%0.75%, with Term SOFR being subject to a floor of 0.00% and the EurodollarBase Rate being subject to a floor of 0.00%1.00%. The effectiveInterest on the 2028 Term Loans is paid monthly with interest rate ofpayments on the 2024 Incremental Term Loan on September 30, 2017 was 3.24%. The Term Loan Agreement contains representations and warranties, affirmative and negative covenants, and events of default, which the Company believes are usual and customary for an agreement of this type. Such covenants restrict the Company’s ability, among other matters, to incur debt, create liens on the Company’s assets, make restricted payments or investments or enter into transactions with affiliates. In accordance with the Term Loan Agreement required payments equal to .25% of the initial $400.0 million are due upon the last day of each calendar quarter.

Upon entering into the Term Loan Agreement on June 30, 2017, the Company used approximately $312.6 million of the proceeds to purchase approximately $296.2 million aggregate principal amount (the “Repurchased Notes”) of the Company’s previously outstanding 2020 Notes, pay accrued interest of approximately $6.4 million on the Repurchased Notes, premiums to repay

the debt early of $4.7 million and expenses incurred of approximately $5.3 millionportion commencing in connection with the Term Loan financing and the tender offer for the 2020 Notes.

On June 30, 2017, the Company also delivered a notice of redemption to the holders of the approximately $503.8 million aggregate principal amount of 2020 Notes which remained outstanding after the purchase of the Repurchased Notes. Pursuant to that notice, the Company redeemed on August 1, 2017, approximately $103.8 million aggregate principal amount of 2020 Notes at a redemption price of 101.313%, plus accrued but unpaid interest. In conjunction with the redemption, the Company paid premiums to repay the debt early of $1.3 million and expenses incurred of approximately $0.8 million. The Company financed the redemption through the remaining net proceeds of the Term Loan financing described above, plus available cash.
At September 30, 2017, the fair value of the Term Loan debt was $399.8 million. At September 30, 2017 and December 31, 2016, the fair value of the Company's 2020 Notes was $405.6 million and $820.0 million, respectively, based on quoted market prices for the instrument. At September 30, 2017 and December 31, 2016, the fair value of the Company's 2021 Notes was $857.8 million and $861.9 million, respectively, based on quoted market prices for the instrument. The fair value of the Term Loan debt, 2020 Notes and 2021 Notes are considered a Level 2 measure according to the fair value hierarchy.

April 2024.
The Company also maintains a $400.0 million revolving credit facility under which as of September 30, 2017 and December 31, 2016, the Company had no outstanding loan balances. At September 30, 2017, approximately $238.3balance as of March 31, 2024 and December 31, 2023. As of March 31, 2024, the Company had $268.0 million was available to borrow under the revolving credit facility and outstanding letters of credit were $124.9$132.0 million. AtSubject to certain conditions, this credit facility will expire in October 2025.
As of March 31, 2024 and December 31, 2016, $195.22023, the estimated fair value of the Company’s outstanding long-term debt, including the current portion, was $2.8 billion and $2.3 billion, respectively. The Company’s estimates of fair value of its long-term debt, including the current portion, are based on quoted market prices or other available market data which are considered Level 2 measures according to the fair value hierarchy. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotation or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities.
As of March 31, 2024, after taking into account the interest rate swaps discussed under the “Cash Flow Hedges” header below, the Company’s variable rate debt consisted of $876.2 million of the 2028 Term Loans. The Company’s interest rate on this variable rate debt as of March 31, 2024 was 7.19%.
Cash Flow Hedges
The Company’s strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements.
The Company has entered into interest rate swap agreements with a notional amount of $600.0 million (“2022 Swaps”) to effectively fix the interest rate on $600.0 million principal of the outstanding Existing Term Loans. The fixed rate on these instruments is 1.9645% and the variable rate is linked to the Term SOFR to mirror the variable interest payments for the Existing Term Loans. Including the 1.75% interest rate margin and the 0.11448% SOFR adjustment for the Existing Term Loans, the effective annual interest rate of this $600.0 million is approximately 3.83%. Prior to the phase-out of LIBOR as a referenced rate on June 30, 2023, the fixed rate was 0.931% and the variable rate was linked to LIBOR, again to mirror the LIBOR linked variable interest payments for the Existing Term Loans. With the then 2.00% interest rate margin for the Existing Term Loans, the effective annual interest rate of the $600.0 million was available2.931% through June 30, 2023. The 2022 Swaps will expire on September 30, 2027.
At the inception of these instruments, the Company designated the 2022 Swaps as cash flow hedges. As of March 31, 2024, the Company recorded a derivative asset with a fair value of $42.2 million related to borrowthe 2022 Swaps. The balance of the derivative asset as of December 31, 2023 was $35.5 million.
No ineffectiveness has been identified on the 2022 Swaps and, outstanding letterstherefore the change in fair value is recorded in stockholders’ equity as a component of credit were $132.6 million.    accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the consolidated statement of operations in the same period or periods during which the hedged transactions affect earnings.


(12) EARNINGS (LOSS) PER SHARE
The following are computations of basic and diluted earnings (loss) per share (in thousands, except for per share amounts):
Three Months Ended
 March 31,
 20242023
Numerator for basic and diluted earnings per share:
Net income$69,832 $72,401 
Denominator:
Weighted-average basic shares outstanding53,930 54,076 
Dilutive effect of outstanding stock awards283 328 
Dilutive shares outstanding54,213 54,404 
Basic earnings per share:$1.29 $1.34 
Diluted earnings per share:$1.29 $1.33 
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 Three Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Numerator for basic and diluted earnings (loss) per share: 
  
    
Net income (loss)$12,058
 $(10,255) $16,545
 $(27,160)
        
Denominator: 
  
    
Basic shares outstanding57,033
 57,487
 57,149
 57,575
Dilutive effect of equity-based compensation awards162
 —
 131
 —
Dilutive shares outstanding57,195
 57,487
 57,280
 57,575
        
Basic earnings (loss) per share:$0.21
 $(0.18) $0.29
 $(0.47)
  
  
  
  
Diluted earnings (loss) per share:$0.21
 $(0.18) $0.29
 $(0.47)
For the three and nine months ended September 30, 2017, the dilutive effect ofThe Company included all then outstanding restricted stock and performance awards is included in the EPS calculations above except for 301,300 of outstanding performance stock awards for which the performance criteria were not attained at that time and 3,724 and 19,485, respectively, of restricted stock awards which were antidilutive at that time.

As a result of the net loss reported for the three and nine months ended September 30, 2016, all then outstanding stock options, restricted stock awards and performance awards totaling 835,482 were excluded fromin the calculation of diluted earnings (loss) per share except for as their inclusion would have an antidilutive effect. shown in the table below (in thousands):
 Three Months Ended March 31,
20242023
Antidilutive restricted stock awards3 2 
Performance stock awards for which performance criteria was not attained at reporting date160 116 


(13) ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component and related tax effectsimpacts for the ninethree months ended September 30, 2017March 31, 2024 were as follows (in thousands):

Foreign Currency Translation
Adjustments		Unrealized Loss on Available-For-Sale SecuritiesUnrealized Gain on Fair Value of Interest Rate HedgesUnrealized Loss on PensionTotal
Balance at January 1, 2024$(200,339)$(4)$25,891 $(887)$(175,339)
Other comprehensive (loss) income before reclassifications(9,150)(106)11,864 19 2,627 
Amounts reclassified out of accumulated other comprehensive loss— — (5,114)— (5,114)
Tax benefit (provision)— 22 (1,822)— (1,800)
Other comprehensive (loss) income(9,150)(84)4,928 19 (4,287)
Balance at March 31, 2024$(209,489)$(88)$30,819 $(868)$(179,626)
 Foreign Currency Translation Unrealized (Losses) Gains on Available-For-Sale Securities Unfunded Pension Liability Total
Balance at January 1, 2017$(212,211) $(321) $(1,794) $(214,326)
Other comprehensive income before reclassifications44,545
 299
 —
 44,844
Amounts reclassified out of accumulated other comprehensive loss—
 222
 —
 222
Tax effects—
 (208) —
 (208)
Other comprehensive income$44,545
 $313
 $—
 $44,858
Balance at September 30, 2017$(167,666) $(8) $(1,794) $(169,468)
The amounts reclassified out of accumulated other comprehensive loss intoamount realized in the consolidated statements of operations, with presentation location during the three and nine months ended September 30, 2017 were as follows (in thousands):
  For the Three Months Ended For the Nine Months Ended  
Comprehensive (Loss) Income Components September 30, 2017 September 30, 2017 Location
Unrealized holding gains on available-for-sale investments $—
 $222
 Other expense
There were no reclassifications out of accumulated other comprehensive loss into the consolidated statementsconsolidated statement of operations during the three and nine months ended September 30, 2016.March 31, 2024 which was reclassified out of accumulated other comprehensive loss was as follows (in thousands):

Component of Accumulated Other Comprehensive LossThree Months Ended March 31, 2024Location
Unrealized Gain on Fair Value of Interest Rate Hedges$5,114 Interest expense, net of interest income

(14) STOCK-BASED COMPENSATION
Total stock-based compensation cost charged to selling, general and administrative expensesrecognized for the three and nine months ended September 30, 2017March 31, 2024 and March 31, 2023 was $4.0$6.3 million and $9.2 million, respectively. Total stock-based compensation cost charged to selling, general and administrative expenses for the three and nine months ended September 30, 2016 was $3.0 million and $7.7$6.0 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense for the three months ended March 31, 2024 and March 31, 2023 was $1.2 million and $2.7$1.0 million, for the three and nine months ended September 30, 2017, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation was $0.9 million and $2.3 million for the three and nine months ended September 30, 2016, respectively.
Restricted Stock Awards
The following information relates to restricted stock awards that have been granted to employees and directors under the Company's equity incentive plans (the "Plans"). The restricted stock awards are not transferable until vested and the restrictions generally lapse upon the achievement of continued employment over a three-to-five-year period or service as a director until the following annual meeting of shareholders. The fair value of each restricted stock grant is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over its vesting period.
The following table summarizes information about restricted stock awards for the ninethree months ended September 30, 2017:
March 31, 2024:
Restricted StockNumber of Shares 
Weighted Average
Grant-Date
Fair Value
Restricted StockNumber of SharesWeighted Average
Grant-Date
Fair Value
Balance at January 1, 2017510,041
 $52.65
Balance at January 1, 2024
Granted295,568
 $56.00
Vested(115,365) $53.89
Forfeited(47,784) $51.35
Balance at September 30, 2017642,460
 $54.07
Balance at March 31, 2024
As of September 30, 2017,March 31, 2024, there was $27.8$43.9 million of total unrecognized compensation cost arising from restricted stock awards under the Company's Plans.awards. This cost is expected to be recognized over a weighted average period of 2.93.3 years. The total fair value of restricted stock vested during the three and nine months ended September 30, 2017March 31, 2024 and March 31, 2023 was $0.5$3.7 million and $6.2 million, respectively. The total fair value of restricted stock vested during the three and nine months ended September 30, 2016 was $1.8 million and $7.9$2.1 million, respectively.
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Performance Stock Awards

The following information relates to performance stock awards that have been granted to employees under the Company's Plans. Performance stock awards are subject to performance criteria established by the compensation committeeCompensation and Human Capital Committee of the Company's boardCompany’s Board of directorsDirectors prior to or at the date of grant. The vesting of the performance stock awards isare earned based on achieving such targets typically based oncertain revenue, Adjusted EBITDA margin, Free Cash FlowMargin, Return on Invested Capital and Total Recordable Incident Rate. In addition, performanceRate targets. Performance stock awards include continued service conditions. The fair value of each performance stock award is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over the service period if achievement of performance measures is considered probable.

conditions through vesting.
The following table summarizes information about performance stock awards for the ninethree months ended September 30, 2017:March 31, 2024:
Performance StockNumber of SharesWeighted Average
Grant-Date
Fair Value
Balance at January 1, 2024181,284 $114.10 
Granted77,476 172.76 
Vested(19,589)104.31 
Forfeited(1,275)127.75 
Balance at March 31, 2024237,896 $133.94 
Performance StockNumber of Shares 
Weighted Average
Grant-Date
Fair Value
Balance at January 1, 2017220,882
 $54.69
Granted167,964
 $55.84
Vested(25,168) $54.84
Forfeited(25,544) $56.19
Balance at September 30, 2017338,134
 $55.25

As of September 30, 2017,March 31, 2024, there was $1.5$7.4 million of total unrecognized compensation cost arising from unvested performance stock awards deemed probable of vesting under the Company's Plans. No performance awards vested during the three months ended September 30, 2017.vesting. The total fair value of performance awards vested during the nine months ended September 30, 2017 was $1.4 million. No performance awards vested during the three months ended September 30, 2016. The total fair value of performance awards vested during the nine months ended September 30, 2016March 31, 2024 and March 31, 2023 was $0.4 million.

Common Stock Repurchases
On October 31, 2017, the Company's board of directors authorized the repurchase of up to an additional $300 million of the Company's common stock, resulting in a total of $375.7 million currently being available for stock repurchase. During the three and nine months ended September 30, 2017, the Company repurchased and retired a total of 0.2 million shares and 0.5 million respectively, of the Company's common stock for a total cost of $12.2$3.7 million and $24.5$7.8 million, respectively. During the three and nine months ended September 30, 2016, the Company repurchased and retired a total of 0.1 million shares and 0.3 million shares, respectively, of the Company's common stock for a total cost of $6.2 million and $16.3 million, respectively. Through September 30, 2017, the Company had repurchased and retired a total of 4.3 million shares of the Company's common stock for a total cost of $224.3 million under this program. As of September 30, 2017, an additional $75.7 million remained available for repurchase of shares under the previously authorized program.


(15) COMMITMENTS AND CONTINGENCIES
Legal and Administrative Proceedings
The Company and its subsidiaries are subject to legal proceedings and claims arising in the ordinary course of business. Actions filed against the Company arise from commercial and employment-related claims including alleged class actions related to sales practices and wage and hour claims. The plaintiffs in these actions may be seeking damages or injunctive relief or both. These actions are in various jurisdictions and stages of proceedings, and some are covered in part by insurance. In addition, the Company’s waste management services operations are regulated by federal, state, provincial and local laws enacted to regulate discharge of materials into the environment, remediation of contaminated soil and groundwater or otherwise protect the environment. This ongoing regulation results in the Company frequently becoming a party to legal or administrative proceedings involving all levels of governmentalgovernment authorities and other interested parties. The issues involved in such proceedings generally relate to alleged violations of existing permits and licenses or alleged responsibility under federal or state Superfund laws to remediate contamination at properties owned either by the Company or by other parties (“third partythird-party sites”) to which either the Company or the prior owners of certain of the Company’s facilities shipped wastes.waste.
At September 30, 2017March 31, 2024 and December 31, 2016,2023, the Company had recorded reserves of $19.1$28.5 million and $22.0$32.4 million, respectively, in the Company's financial statements for actual or probable liabilities related to the legal and administrative proceedings in which the Company was then involved, the principal of which are described below. At September 30, 2017As of March 31, 2024 and

December 31, 2016,2023, the Company also believed that$28.5 million and $32.4 million, respectively, of reserves consisted of (i) $23.6 million and $25.0 million, respectively, related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $4.9 million and $7.4 million, respectively, primarily related to federal, state and provincial enforcement actions, which were included in accrued expenses on the consolidated balance sheets.
In management’s opinion, it wasis not reasonably possible that the amountpotential liability beyond what has been recorded, if any, that may result from these actions, either individually or collectively, will have a material effect on the Company’s financial position, results of these potential liabilities could be as much as $1.8 million and $1.9 million more, respectively.operations or cash flows. The Company periodically adjusts the aggregate amount of these reserves when actual or probable liabilities are paid or otherwise discharged, new claims arise, or additional relevant information about existing or probable claims becomes available. As of September 30, 2017 and December 31, 2016, the $19.1 million and $22.0 million, respectively, of reserves consisted of (i) $18.1 million and $18.2 million, respectively, related to pending legal
Legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $1.0 million and $3.8 million, respectively, primarily related to federal, state and provincial enforcement actions, which were included in accrued expenses on the consolidated balance sheets.Administrative Proceedings
As of September 30, 2017,March 31, 2024, the principal legal and administrative proceedings in which the Company was involved, or which had been terminated during 2017, were as follows:2024, relate to Safety-Kleen product liability cases and Superfund proceedings.
Ville Mercier.    In September 2002,Safety-Kleen Product Liability Cases: Safety-Kleen, Inc. (“Safety-Kleen”), which is a legal entity acquired by the Company acquired the stock of a subsidiary (the "Mercier Subsidiary") which owns a hazardous waste incinerator in Ville Mercier, Quebec (the "Mercier Facility"). The property adjacent to the Mercier Facility, which is also owned by the Mercier Subsidiary, is now contaminated as a result of actions dating back to 1968, when the Government of Quebec issued to a company unrelated to the Mercier Subsidiary two permits to dump organic liquids into lagoons on the property. In 1999, Ville Mercier and three neighboring municipalities filed separate legal proceedings against the Mercier Subsidiary and the Government of Quebec. In 2012, the municipalities amended their existing statement of claim to seek $2.9 million (Cdn) in general damages and $10.0 million (Cdn) in punitive damages, plus interest and costs, as well as injunctive relief. Both the Government of Quebec and the Company have filed summary judgment motions against the municipalities. The parties are currently attempting to negotiate a resolution and hearings on the motions have been delayed. In September 2007, the Quebec Minister of Sustainable Development, Environment and Parks issued a Notice pursuant to Section 115.1 of the Environment Quality Act, superseding Notices issued in 1992, which are the subject of the pending litigation. The more recent Notice notifies the Mercier Subsidiary that, if the Mercier Subsidiary does not take certain remedial measures at the site, the Minister intends to undertake those measures at the site and claim direct and indirect costs related to such measures. The Company has accrued for costs expected to be incurred relative to the resolution of this matter and believes this matter will not have future material effect on its financial position or results of operations.
Safety-Kleen Legal Proceedings. On December 28, 2012, the Company acquired Safety-Kleen, Inc. ("Safety-Kleen") and thereby became subject to the legal proceedings in which Safety-Kleen was a party on that date. In addition to certain Superfund proceedings in which Safety-Kleen has been named as a potentially responsible party as described below under “Superfund Proceedings,” the principal such legal proceedings involving Safety-Kleen which were outstanding as of September 30, 2017 were as follows:
Product Liability Cases. Safety-Kleen has been named as a defendant in various lawsuitscertain product liability cases that are currently pending in various courts and jurisdictions throughout the United States, includingStates. As of March 31, 2024, there were approximately 5970 proceedings (excluding cases which have been settled but not formally dismissed) as of September 30, 2017, wherein persons claim personal injury resulting from the use of Safety-Kleen'sSafety-Kleen’s parts cleaning
17
Table of Contents
equipment or cleaning products. These proceedings typically involve allegations that the solvent used in Safety-Kleen'sSafety-Kleen’s parts cleaning equipment contains contaminants and/or that Safety-Kleen'sSafety-Kleen’s recycling process does not effectively remove the contaminants that become entrained in the solvent during their use. In addition, certain claimants assert that Safety-Kleen failed to warn adequately the product user of potential risks, including ana historic failure to warn that solvent contains trace amounts of toxic or hazardous substances such as benzene.
Safety-KleenThe Company maintains insurance that it believes will provide coverage for these product liability claims (over amounts accrued for self-insured retentions and deductibles in certain limited cases), except for punitive damages to the extent not insurable under state law or excluded from insurance coverage. Safety-Kleen also believes that these claims lack merit andThe Company historically has historically vigorously defended, and intends to continue to vigorously defend, itself and the safety of its products against all of these claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Consequently, Safety-Kleenthe Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of September 30, 2017.March 31, 2024. From January 1, 20172024 to September 30, 2017, 25March 31, 2024, four product liability claims were settled or dismissed. Due to the nature of these claims and the related insurance, the Company did not incur any expense as Safety-Kleen's insurance provided coverage in full for all such claims. Safety-Kleen may be named in similar, additional lawsuits in the future, including claims for which insurance coverage may not be available.

Superfund Proceedings
Proceedings:The Company has been notified that either the Company (which, since December 28, 2012, includeshas included Safety-Kleen) or the prior owners of certain of the Company'sCompany’s facilities for which the Company may have certain indemnification obligations have been identified as potentially responsible parties ("PRPs"(“PRPs”) or potential PRPs in connection with 129131 sites which are subject to or are proposed to become subject to proceedings under federal or state Superfund laws. Of the 129131 Superfund related sites, three (including the BR Facility described below)six involve facilities that are now owned or leased by the Company and 126125 involve third partythird-party sites to which either the Company or the prior owners of certain of the Company’s facilities shipped wastes.waste. Of the 126 third party125 third-party sites, 3330 are now settled, 1613 are currently requiring expenditures on remediation and 7782 are not currently requiring expenditures on remediation.
In connection with each site, the Company has estimated the extent, if any, to which it may be subject, either directly or as a result of any indemnification obligations, for cleanup and remediation costs, related legal and consulting costs associated with PRP investigations, settlements and related legal and administrative proceedings. The amount of such actual and potential liability is inherently difficult to estimate because of, among other relevant factors, uncertainties as to the legal liability (if any) of the Company or the prior owners of certain of the Company'sCompany’s facilities to contribute a portion of the cleanup costs, the assumptions that must be made in calculating the estimated cost and timing of remediation, the identification of other PRPs and their respective capability and obligation to contribute to remediation efforts and the existence and legal standing of indemnification agreements (if any) with prior owners, which may either benefit the Company or subject the Company to potential indemnification obligations. The Company believes its potential monetary liability could exceed $100,000$1.0 million at 11three of the 126 third party131 Superfund related sites.
BR Facility.    The Company acquired in 2002 a former hazardous waste incinerator and landfill in Baton Rouge (the "BR Facility"), for which operations had been previously discontinued by the prior owner. In September 2007, the Environmental Protection Agency (the "EPA") issued a special notice letter to the Company related to the Devil's Swamp Lake Site ("Devil's Swamp") in East Baton Rouge Parish, Louisiana. Devil's Swamp includes a lake located downstream of an outfall ditch where wastewater and storm water have been discharged, and Devil's Swamp is proposed to be included on the National Priorities List due to the presence of Contaminants of Concern ("COC") cited by the EPA. These COCs include substances of the kind found in wastewater and storm water discharged from the BR Facility in past operations. The EPA originally requested COC generators to submit a good faith offer to conduct a remedial investigation feasibility study directed towards the eventual remediation of the site. The Company is currently performing corrective actions at the BR Facility under an order issued by the Louisiana Department of Environmental Quality, and has begun conducting the remedial investigation and feasibility study under an order issued by the EPA. The Company cannot presently estimate the potential additional liability for the Devil's Swamp cleanup until a final remedy is selected by the EPA.
Third Party Sites.Of the 126 third party125 third-party sites at which the Company has been notified it is a PRP or potential PRP or may have indemnification obligations, Clean Harborsthe Company has an indemnification agreementagreements at 11a total of these sites with ChemWaste, a former subsidiary of Waste Management, Inc., and at six additional of these third party sites, Safety-Kleen has a similar indemnification agreement with McKesson Corporation.17 sites. These agreements indemnify the Company (which now includes Safety-Kleen) with respect to any liability at the 17 sites for waste disposed prior to the Company'sCompany’s (or Safety-Kleen's)Safety-Kleen’s) acquisition of the former subsidiaries of Waste Management, Inc. and McKesson Corporation which had shipped wasteswaste to those sites. Accordingly, Waste Management or McKessonthe indemnifying parties are paying all costs of defending those subsidiaries in those 17 cases, including legal fees and settlement costs. However, there can be no guarantee that the Company'sCompany’s ultimate liabilities for those sites will not exceed the amount recorded or that indemnities applicable to any of these sites will be available to pay all or a portion of related costs. Except for thethose indemnification agreements which the Company holds from ChemWaste, McKesson and one other entity,discussed, the Company does not have an indemnity agreement with respect to any of the 126 third party125 third-party sites discussed above.
Federal, State and Provincial Enforcement Actions
From time to time, the Company pays fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. As of September 30, 2017March 31, 2024 and December 31, 2016,2023 there were fiveno proceedings for which the Company reasonably believes it is possible that the sanctions could equal or exceed $100,000.$1.0 million. The Company believes that the fines or other penalties in thesethis or any of the other regulatory proceedings will, individually or in the aggregate, not have a material effect on its financial condition, results of operations or cash flows.


(16) INCOME TAXES
The Company records a tax provision or benefit on an interim basis using an estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. Losses from jurisdictions for which no benefit can be recognized and the income tax effects of unusual or infrequent items are excluded from the estimated annual effective tax rate and are recognized in the impacted interim period. The estimated annual

effective tax rate may be significantly impacted by projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.
The Company’s effective tax rate for the three and nine months ended September 30, 2017 was 51.0% and 69.9% compared to 47.8% and 80.3% for the same periods in 2016. The variations in the effective income tax rates for the three and nine months ended September 30, 2017 as compared to more customary relationships between pre-tax income and the provision for income taxes were primarily due to the Company not recognizing income tax benefits from current operating losses related to certain Canadian entities and in the second quarter of 2017 the tax expense associated with the gain on the sale of the Transformer Services business.
As of September 30, 2017 and December 31, 2016, the Company had recorded $1.8 million and $1.7 million, respectively, of liabilities for unrecognized tax benefits and $0.4 million and $0.3 million of interest, respectively.
Due to expiring statute of limitation periods, the Company believes that total unrecognized tax benefits will decrease by $0.4 million within the next 12 months.

(17) SEGMENT REPORTING
Segment reporting is prepared on the same basis that the Company's chief executive officer, who is the Company'sCompany’s chief operating decision maker, which is a committee comprised of the Company’s Co-Chief Executive Officers, manages itsthe business, makes operating decisions and assesses performance. The Company's operations areCompany is managed in sixand reports as two operating segments: Technicalsegments; (i) the Environmental Services Industrial Services, Field Services,segment and (ii) the Safety-Kleen Oil and Gas Field Services and Lodging Services. For purposesSustainability Solutions segment.
18
Table of segment disclosure the Industrial Services and Field Services operating segments have been aggregated into a single reportable segment based upon their similar economic and other characteristics, and the Oil and Gas Field Services and Lodging Services operating segments have been combined as they do not meet the quantitative thresholds for separate presentation.Contents

Third-party revenue is revenue billed to outside customers by a particular segment. Direct revenue is revenue allocated to the segment providing the product or service. Intersegment revenues represent the sharing of third-party revenues among the segments based on products and services provided by each segment as if the products and services were sold directly to the third-party. The intersegment revenues are shown net. The negative intersegment revenues are due to more transfers out of customer revenues to other segments than transfers in of customer revenues from other segments. The operations not managed through the Company’s operating segments described above are recorded as “Corporate Items.” Corporate Items revenues consist of two different operations for which the revenues are insignificant. Corporate Items cost of revenues represents certain central services that are not allocated to the Company's operating segments for internal reporting purposes. Corporate Items selling, general and administrative expenses include typical corporate items such as legal, accounting and other items of a general corporate nature that are not allocated to the Company’s operating segments.  
The following table reconciles third partytables reconcile third-party revenues to direct revenues for the three and nine months ended September 30, 2017March 31, 2024 and 20162023 (in thousands):
 For the Three Months Ended September 30, 2017 For the Three Months Ended September 30, 2016
 Third party revenues Intersegment revenues, net Corporate Items, net Direct revenues Third party revenues Intersegment revenues, net Corporate Items, net Direct revenues
Technical Services$246,329
 $41,366
 $637
 $288,332
 $232,482
 $38,795
 $492
 $271,769
Industrial and Field Services163,808
 (10,262) 45
 153,591
 172,191
 (10,867) (32) 161,292
Safety-Kleen315,028
 (31,757) 3
 283,274
 297,082
 (28,716) 1
 268,367
Oil, Gas and Lodging Services30,026
 653
 79
 30,758
 27,644
 788
 105
 28,537
Corporate Items655
 —
 (764) (109) 121
 —
 (566) (445)
Total$755,846
 $—
 $—
 $755,846
 $729,520
 $—
 $—
 $729,520

 For the Nine Months Ended September 30, 2017 For the Nine Months Ended September 30, 2016
 Third party revenues Intersegment revenues, net Corporate Items, net Direct revenues Third party revenues Intersegment revenues, net Corporate Items, net Direct revenues
Technical Services$731,034
 $121,411
 $1,767
 $854,212
 $680,717
 $109,217
 $1,547
 $791,481
Industrial and Field Services465,264
 (27,688) 16
 437,592
 467,019
 (25,464) (348) 441,207
Safety-Kleen910,885
 (95,465) 4
 815,424
 821,758
 (86,329) 368
 735,797
Oil, Gas and Lodging Services89,403
 1,742
 218
 91,363
 91,555
 2,576
 288
 94,419
Corporate Items989
 —
 (2,005) (1,016) 2,064
 —
 (1,855) 209
Total$2,197,575
 $—
 $—
 $2,197,575
 $2,063,113
 $—
 $—
 $2,063,113
Three Months EndedThree Months Ended
March 31, 2024March 31, 2023
Third-Party RevenuesIntersegment Revenues (Expenses), netDirect RevenuesThird-Party RevenuesIntersegment Revenues (Expenses), netDirect Revenues
Environmental Services$1,161,279 $11,231 $1,172,510 $1,060,982 $9,759 $1,070,741 
Safety-Kleen Sustainability Solutions215,314 (11,231)204,083 246,298 (9,759)236,539 
Corporate Items102 — 102 107 — 107 
Total$1,376,695 $— $1,376,695 $1,307,387 $— $1,307,387 
The primary financial measure by which the Company evaluates the performance of its segments is "Adjusted EBITDA"Adjusted EBITDA, which consists of net income (loss) plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, other expense,net interest expense, net, loss on early extinguishment of debt goodwill impairment charge,and provision for income taxes and excludes (loss) gain on saleother gains, losses and non-cash charges not deemed representative of business.fundamental segment results and other (expense) income, net. Transactions between the segments are accounted for at the Company’s best estimate based on similar transactions with outside customers.
The following table presents Adjusted EBITDA information used by management by reported segment (in thousands):
 Three Months Ended
March 31,
 20242023
Adjusted EBITDA:
Environmental Services$264,475 $228,345 
Safety-Kleen Sustainability Solutions29,700 41,463 
Corporate Items(64,080)(54,670)
Total230,095 215,138 
Reconciliation to Consolidated Statements of Operations:
Accretion of environmental liabilities3,217 3,407 
Stock-based compensation6,338 6,018 
Depreciation and amortization95,065 84,758 
Income from operations125,475 120,955 
Other expense (income), net1,141 (116)
Loss on early extinguishment of debt— 2,362 
Interest expense, net of interest income28,539 20,632 
Income before provision for income taxes$95,795 $98,077 

19
 For the Three Months Ended For the Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Adjusted EBITDA: 
  
    
Technical Services$72,338
 $72,333
 $203,906
 $201,622
Industrial and Field Services13,255
 18,234
 36,652
 38,627
Safety-Kleen70,305
 70,053
 182,953
 165,342
Oil, Gas and Lodging Services912
 24
 969
 135
Corporate Items(33,811) (33,993) (100,655) (101,310)
Total$122,999
 $126,651
 $323,825
 $304,416
Reconciliation to Consolidated Statements of Operations: 
  
    
Accretion of environmental liabilities2,347
 2,476
 7,053
 7,529
Depreciation and amortization72,989
 73,360
 216,932
 215,655
Goodwill impairment charge—
 34,013
 —
 34,013
Income from operations47,663
 16,802
 99,840
 47,219
Other expense432
 198
 2,814
 737
Loss on early extinguishment of debt1,846
 —
 7,891
 —
Loss (gain) on sale of business77
 (16,431) (31,645) (16,431)
Interest expense, net of interest income20,675
 21,565
 65,743
 62,192
Income before provision for income taxes$24,633
 $11,470
 $55,037
 $721

The following table presents certain assets by reportable segment and in the aggregate (in thousands):
 September 30, 2017
 Technical
Services		 Industrial and Field
Services		 Safety-Kleen Oil, Gas and Lodging
Services		 Corporate
Items		 Totals
Property, plant and equipment, net$507,069
 $264,662
 $585,493
 $177,106
 $77,641
 $1,611,971
Goodwill60,154
 112,365
 306,209
 —
 —
 478,728
Permits and other intangibles, net75,260
 17,139
 377,458
 7,782
 —
 477,639
Total assets$848,578
 $485,297
 $1,475,764
 $239,308
 $699,406
 $3,748,353
 December 31, 2016
 Technical
Services		 Industrial and Field
Services		 Safety-Kleen Oil, Gas and Lodging
Services		 Corporate
Items		 Totals
Property, plant and equipment, net$521,134
 $245,143
 $584,647
 $182,038
 $78,865
 $1,611,827
Goodwill61,116
 107,968
 296,070
 —
 —
 465,154
Permits and other intangibles, net78,625
 17,817
 391,390
 10,889
 —
 498,721
Total assets$862,957
 $446,826
 $1,474,755
 $253,242
 $644,140
 $3,681,920
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The following table presents total assets by geographical area (in thousands):
 September 30, 2017 December 31, 2016
United States$3,005,644
 $2,960,337
Canada742,709
 721,583
Total$3,748,353
 $3,681,920

(18) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION
The 2020 Notes and the 2021 Notes (collectively, the "Notes") are guaranteed by substantially all of the Company’s subsidiaries organized in the United States. Each guarantor for the Notes is a 100% owned subsidiary of Clean Harbors, Inc. and its guarantee is both full and unconditional and joint and several. The guarantees are, however, subject to customary release provisions under which, in particular, the guarantee of any domestic restricted subsidiary will be released if the Company sells such subsidiary to an unrelated third party in accordance with the terms of the indentures which govern the Notes. The Notes are not guaranteed by the Company’s subsidiaries organized outside the United States. The following supplemental condensed consolidating financial information for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively, is presented in conformity with the requirements of Rule 3-10 of SEC Regulation S-X (“Rule 3-10”).

Following is the condensed consolidating balance sheet at September 30, 2017 (in thousands):
 
Clean
Harbors, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 Total
Assets: 
  
  
  
  
Cash and cash equivalents$51,514
 $221,552
 $88,592
 $—
 $361,658
Intercompany receivables230,084
 451,146
 38,451
 (719,681) —
Accounts receivables, net—
 435,058
 96,638
 —
 531,696
Other current assets897
 215,847
 51,871
 (1,711) 266,904
Property, plant and equipment, net—
 1,182,922
 429,049
 —
 1,611,971
Investments in subsidiaries2,933,843
 585,660
 —
 (3,519,503) —
Intercompany debt receivable—
 92,938
 21,000
 (113,938) —
Goodwill—
 415,056
 63,672
 —
 478,728
Permits and other intangibles, net—
 415,708
 61,931
 —
 477,639
Other long-term assets2,448
 13,312
 5,065
 (1,068) 19,757
Total assets$3,218,786
 $4,029,199
 $856,269
 $(4,355,901) $3,748,353
Liabilities and Stockholders’ Equity: 
  
  
  
  
Current liabilities$22,595
 $385,734
 $122,922
 $(1,711) $529,540
Intercompany payables441,873
 266,776
 11,032
 (719,681) —
Closure, post-closure and remedial liabilities, net—
 148,791
 17,045
 —
 165,836
Long-term obligations1,625,971
 —
 —
 —
 1,625,971
Intercompany debt payable—
 21,000
 92,938
 (113,938) —
Other long-term liabilities—
 278,700
 21,027
 (1,068) 298,659
Total liabilities2,090,439
 1,101,001
 264,964
 (836,398) 2,620,006
Stockholders’ equity1,128,347
 2,928,198
 591,305
 (3,519,503) 1,128,347
Total liabilities and stockholders’ equity$3,218,786
 $4,029,199
 $856,269
 $(4,355,901) $3,748,353


Following is the condensed consolidating balance sheet at December 31, 2016 (in thousands):
 
Clean
Harbors, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 Total
Assets: 
  
  
  
  
Cash and cash equivalents$51,417
 $155,943
 $99,637
 $—
 $306,997
Intercompany receivables200,337
 354,836
 49,055
 (604,228) —
Accounts receivables, net—
 417,029
 79,197
 —
 496,226
Other current assets3,096
 234,408
 69,257
 (17,113) 289,648
Property, plant and equipment, net—
 1,211,210
 400,617
 —
 1,611,827
Investments in subsidiaries2,851,571
 580,124
 —
 (3,431,695) —
Intercompany debt receivable—
 86,409
 24,701
 (111,110) —
Goodwill—
 412,638
 52,516
 —
 465,154
Permits and other intangibles, net—
 435,594
 63,127
 —
 498,721
Other long-term assets2,446
 7,582
 4,387
 (1,068) 13,347
Total assets$3,108,867
 $3,895,773
 $842,494
 $(4,165,214) $3,681,920
Liabilities and Stockholders’ Equity: 
  
  
  
  
Current liabilities$21,805
 $366,831
 $133,145
 $(17,113) $504,668
Intercompany payables365,848
 237,058
 1,322
 (604,228) —
Closure, post-closure and remedial liabilities, net—
 150,682
 15,640
 —
 166,322
Long-term obligations1,633,272
 —
 —
 —
 1,633,272
Intercompany debt payable3,701
 21,000
 86,409
 (111,110) —
Other long-term liabilities—
 275,649
 18,836
 (1,068) 293,417
Total liabilities2,024,626
 1,051,220
 255,352
 (733,519) 2,597,679
Stockholders’ equity1,084,241
 2,844,553
 587,142
 (3,431,695) 1,084,241
Total liabilities and stockholders’ equity$3,108,867
 $3,895,773
 $842,494
 $(4,165,214) $3,681,920


Following is the consolidating statement of operations for the three months ended September 30, 2017 (in thousands):
 
Clean
Harbors, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 Total
Revenues        

Service revenues$—
 $473,428
 $152,997
 $(14,073) $612,352
Product revenues—
 127,355
 19,435
 (3,296) 143,494
   Total revenues—
 600,783
 172,432
 (17,369) 755,846
Cost of revenues (exclusive of items shown separately below)        

Service cost of revenues—
 306,291
 120,151
 (14,073) 412,369
Product cost of revenues—
 97,353
 13,169
 (3,296) 107,226
   Total cost of revenues—
 403,644
 133,320
 (17,369) 519,595
Selling, general and administrative expenses19
 92,299
 20,934
 —
 113,252
Accretion of environmental liabilities—
 2,092
 255
 —
 2,347
Depreciation and amortization—
 50,917
 22,072
 —
 72,989
(Loss) income from operations(19) 51,831
 (4,149) —
 47,663
Other expense—
 (305) (127) —
 (432)
Loss on early extinguishment of debt(1,846) —
 —
 —
 (1,846)
Loss on sale of business—
 (77) —
 —
 (77)
Interest (expense) income(21,135) 517
 (57) —
 (20,675)
Equity in earnings of subsidiaries, net of taxes25,858
 (5,620) —
 (20,238) —
Intercompany interest income (expense)—
 1,372
 (1,372) —
 —
Income (loss) before (benefit) provision for income taxes2,858
 47,718
 (5,705) (20,238) 24,633
(Benefit) provision for income taxes(9,200) 20,824
 951
 —
 12,575
Net income (loss)12,058
 26,894
 (6,656) (20,238) 12,058
Other comprehensive income23,709
 23,709
 20,263
 (43,972) 23,709
Comprehensive income$35,767
 $50,603
 $13,607
 $(64,210) $35,767
















Following is the consolidating statement of operations for the three months ended September 30, 2016 (in thousands):
 
Clean
Harbors, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 Total
Revenues         
Service revenues$—
 $461,139
 $145,780
 $(12,694) $594,225
Product revenues—
 118,106
 20,072
 (2,883) 135,295
   Total revenues—
 579,245
 165,852
 (15,577) 729,520
Cost of revenues (exclusive of items shown separately below)         
Service cost of revenues(598) 288,764
 110,070
 (12,694) 385,542
Product cost of revenues—
 94,050
 15,206
 (2,883) 106,373
   Total cost of revenues(598) 382,814
 125,276
 (15,577) 491,915
Selling, general and administrative expenses23
 88,652
 22,279
 —
 110,954
Accretion of environmental liabilities—
 2,243
 233
 —
 2,476
Depreciation and amortization—
 51,957
 21,403
 —
 73,360
Goodwill impairment charge—
 —
 34,013
 —
 34,013
Income (loss) from operations575
 53,579
 (37,352) —
 16,802
Other expense—
 (188) (10) —
 (198)
Gain on sale of business—
 1,288
 15,143
 —
 16,431
Interest (expense) income(23,042) 1,456
 21
 —
 (21,565)
Equity in earnings of subsidiaries, net of taxes3,225
 (22,341) —
 19,116
 —
Intercompany interest income (expense)—
 5,235
 (5,235) —
 —
(Loss) income before (benefit) provision for income taxes(19,242) 39,029
 (27,433) 19,116
 11,470
(Benefit) provision for income taxes(8,987) 35,803
 (5,091) —
 21,725
Net (loss) income(10,255) 3,226
 (22,342) 19,116
 (10,255)
Other comprehensive loss(1,311) (1,311) (3,927) 5,238
 (1,311)
Comprehensive (loss) income$(11,566) $1,915
 $(26,269) $24,354
 $(11,566)
















Following is the consolidating statement of operations for the nine months ended September 30, 2017 (in thousands):
 
Clean
Harbors, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 Total
Revenues         
Service revenues$—
 $1,391,534
 $431,992
 $(40,020) $1,783,506
Product revenues—
 369,864
 53,496
 (9,291) 414,069
   Total revenues—
 1,761,398
 485,488
 (49,311) 2,197,575
Cost of revenues (exclusive of items shown separately below)         
Service cost of revenues—
 907,396
 348,436
 (40,020) 1,215,812
Product cost of revenues—
 292,503
 36,959
 (9,291) 320,171
   Total cost of revenues—
 1,199,899
 385,395
 (49,311) 1,535,983
Selling, general and administrative expenses70
 276,974
 60,723
 —
 337,767
Accretion of environmental liabilities—
 6,328
 725
 —
 7,053
Depreciation and amortization—
 154,754
 62,178
 —
 216,932
(Loss) income from operations(70) 123,443
 (23,533) —
 99,840
Other expense(222) (2,100) (492) —
 (2,814)
Loss on early extinguishment of debt(7,891) —
 —
 —
 (7,891)
Gain on sale of business—
 31,645
 —
 —
 31,645
Interest (expense) income(66,408) 876
 (211) —
 (65,743)
Equity in earnings of subsidiaries, net of taxes61,388
 (32,776) —
 (28,612) —
Intercompany interest income (expense)—
 3,937
 (3,937) —
 —
(Loss) income before (benefit) provision for income taxes(13,203) 125,025
 (28,173) (28,612) 55,037
(Benefit) provision for income taxes(29,748) 62,442
 5,798
 —
 38,492
Net income (loss)16,545
 62,583
 (33,971) (28,612) 16,545
Other comprehensive income44,858
 44,858
 38,132
 (82,990) 44,858
Comprehensive income$61,403
 $107,441
 $4,161
 $(111,602) $61,403















Following is the consolidating statement of operations for the nine months ended September 30, 2016 (in thousands):
 
Clean
Harbors, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Consolidating
Adjustments
 Total
Revenues         
Service revenues$—
 $1,345,629
 $399,216
 $(35,827) $1,709,018
Product revenues—
 303,342
 58,176
 (7,423) 354,095
   Total revenues—
 1,648,971
 457,392
 (43,250) 2,063,113
Cost of revenues (exclusive of items shown separately below)         
Service cost of revenues(1,185) 864,071
 321,153
 (35,827) 1,148,212
Product cost of revenues—
 252,512
 42,895
 (7,423) 287,984
   Total cost of revenues(1,185) 1,116,583
 364,048
 (43,250) 1,436,196
Selling, general and administrative expenses84
 253,189
 69,228
 —
 322,501
Accretion of environmental liabilities—
 6,846
 683
 —
 7,529
Depreciation and amortization—
 151,348
 64,307
 —
 215,655
Goodwill impairment charge—
 —
 34,013
 —
 34,013
Income (loss) from operations1,101
 121,005
 (74,887) —
 47,219
Other income (expense)—
 124
 (861) —
 (737)
Gain on sale of business—
 1,288
 15,143
   16,431
Interest (expense) income(66,147) 3,851
 104
 —
 (62,192)
Equity in earnings of subsidiaries, net of taxes11,867
 (58,031) —
 46,164
 —
Intercompany interest income (expense)—
 15,891
 (15,891) —
 —
(Loss) income before (benefit) provision for income taxes(53,179) 84,128
 (76,392) 46,164
 721
(Benefit) provision for income taxes(26,019) 72,260
 (18,360) —
 27,881
Net (loss) income(27,160) 11,868
 (58,032) 46,164
 (27,160)
Other comprehensive income43,348
 43,348
 24,403
 (67,751) 43,348
Comprehensive income (loss)$16,188
 $55,216
 $(33,629) $(21,587) $16,188


Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2017 (in thousands):
 
Clean
Harbors, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Consolidating Adjustments Total
Net cash from operating activities$16,196
 $169,715
 $35,558
 $—
 $221,469
Cash flows from (used in) investing activities: 
  
  
    
Additions to property, plant and equipment—
 (105,564) (22,172) —
 (127,736)
Proceeds from sale and disposal of fixed assets—
 1,625
 3,750
 —
 5,375
Acquisitions, net of cash acquired—
 (11,427) (33,005) —
 (44,432)
Proceeds on sale of business, net of transactional costs—
 46,158
 181
 —
 46,339
Additions to intangible assets, including costs to obtain or renew permits—
 (1,018) (330) —
 (1,348)
Proceeds from sale of investments376
 —
 —
 —
 376
Intercompany—
 (27,740) —
 27,740
 —
Intercompany debt—
 —
 3,701
 (3,701) —
Net cash from (used in) investing activities376
 (97,966) (47,875) 24,039
 (121,426)
          
Cash flows used in financing activities: 
  
  
    
Change in uncashed checks—
 (6,140) (2,517) —
 (8,657)
Proceeds from exercise of stock options46
 —
 —
 —
 46
Issuance of restricted shares, net of shares remitted(2,321) —
 —
 —
 (2,321)
Repurchases of common stock(24,465) —
 —
 —
 (24,465)
Deferred financing costs paid(5,746) —
 —
 —
 (5,746)
Premiums paid on early extinguishment of debt(6,028) —
 —
 —
 (6,028)
Principal payment on debt(401,000) —
 —
 —
 (401,000)
Issuance of senior secured notes, net of discount399,000
 —
 —
 —
 399,000
Intercompany27,740
 —
 —
 (27,740) —
Intercompany debt(3,701) —
 —
 3,701
 —
Net cash used in financing activities(16,475) (6,140) (2,517) (24,039) (49,171)
Effect of exchange rate change on cash—
 —
 3,789
 —
 3,789
Increase (decrease) in cash and cash equivalents97
 65,609
 (11,045) —
 54,661
Cash and cash equivalents, beginning of period51,417
 155,943
 99,637
 —
 306,997
Cash and cash equivalents, end of period$51,514
 $221,552
 $88,592
 $—
 $361,658


Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2016 (in thousands):
 
Clean
Harbors, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Consolidating Adjustments Total
Net cash from operating activities$43,033
 $128,182
 $7,612
 $—
 $178,827
Cash flows used in investing activities: 
  
  
    
Additions to property, plant and equipment—
 (152,836) (22,512) —
 (175,348)
Proceeds from sale and disposal of fixed assets—
 950
 3,032
 —
 3,982
Acquisitions, net of cash acquired—
 (197,089) (10,000) —
 (207,089)
Proceeds on sale of business—
 18,885
 28,249
 —
 47,134
Additions to intangible assets, including costs to obtain or renew permits—
 (949) (971) —
 (1,920)
Purchases of available-for-sale securities(102) —
 (496) —
 (598)
Intercompany—
 (18,118) —
 18,118
 —
Investment in subsidiaries(250,625) —
 —
 250,625
 —
Net cash used in investing activities(250,727) (349,157) (2,698) 268,743
 (333,839)
          
Cash flows from (used in) financing activities: 
  
  
    
Change in uncashed checks—
 (6,064) (1,020) —
 (7,084)
Proceeds from exercise of stock options230
 —
 —
 —
 230
Issuance of restricted shares, net of shares remitted(2,500) —
 —
 —
 (2,500)
Repurchases of common stock(15,869) —
 —
 —
 (15,869)
Excess tax benefit of stock-based compensation21
 —
 —
 —
 21
Deferred financing costs paid(2,614) —
 —
 —
 (2,614)
Issuance of senior unsecured notes, including premium250,625
 250,625
 —
 (250,625) 250,625
Intercompany18,118
 —
 —
 (18,118) —
Intercompany debt—
 63,118
 (63,118) —
 —
Net cash from (used in) financing activities248,011
 307,679
 (64,138) (268,743) 222,809
Effect of exchange rate change on cash—
 —
 5,352
 —
 5,352
Increase (decrease) in cash and cash equivalents40,317
 86,704
 (53,872) —
 73,149
Cash and cash equivalents, beginning of period11,017
 83,479
 90,212
 —
 184,708
Cash and cash equivalents, end of period$51,334
 $170,183
 $36,340
 $—
 $257,857
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
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” or similar expressions. These forward-lookingSuch statements may include, but are not limited to, statements about future financial and operating results, the Company’s plans, objectives, cost management initiatives, cash flow, liquidity, expectations and intentions and other statements that are not historical facts. Forward-looking statements are neither historical facts nor assurances of future performance. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially, from those reflectedincluding, without limitation, risks and uncertainties and the items identified in these forward-looking statements.Part I, Item IA, “Risk Factors, that might cause such a difference include, but are not limited to, those discussed” in this report under Item 1A “Risk Factors,”and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 22, 2017, under Item 1A, “Risk Factors,” included in Part II—Other Information in this report,21, 2024, and in other documents we file from time to time with the SEC. ReadersTherefore, 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.







Overview

We are North America’s leading provider of environmental energy and industrial services.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"(“TSDFs”) in North America. We serve a diverse customer base,over 300,000 customers, including the majority of Fortune 500 companies, across thevarious markets including chemical energy,and manufacturing, and additional markets, 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 spill 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 the world and the largest provider of parts cleaning and related environmental services to commercial, industrial and automotiveNorth America, offering a unique closed-loop re-refining process that helps customers in North America.achieve their sustainability goals.
Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA, aswhich is reconciled to our net income and described more fully below. The following is a discussion of how management evaluates its segments in regards tousing 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:

Technical•Environmental Services - TechnicalEnvironmental Services segment results are predicated upon the demand by our customers for wasteour wide variety of services, directly attributable to waste volumes generatedmanaged by themdelivering such services and project work contracted by our Technical Services segment and/or other segments for which responsible waste handling and/or disposal is required. In managing the business and evaluating performance, management tracks the volumes of waste handled and disposed of through our owned incinerators and landfills as well as the utilization of such incinerators. Levels of activity and ultimate performance associated with this segment can be impacted by inherent seasonality in the business and weather conditions, market conditions and overall U.S. GDP and U.S. industrial production, efficiency of our operations, competition and market pricing of our services and the management of our related operating costs.

Industrial and FieldEnvironmental Services - Industrial and Field Services segment results are also impacted by the demand for planned and unplanned industrial related cleaning and maintenance services at customer sites, and the requirement for environmental cleanup services on a scheduled or emergency basis, including response to nationallarge scale events such as major oilchemical spills, natural disasters, or other eventsinstances where immediate and specialized services are pertinent. Management considersrequired. 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 plant sites whereparts washer services are contractedperformed, and expected site turnaround schedulespricing 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 U.S. GDP, U.S. industrial production, economic conditions in the general manufacturing, chemical and automotive markets, including efforts and economic incentives to be indicatorsincrease 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 business’ performance along with the existencemanagement of local or national events.our related operating costs.
20
Table of Contents

•
Safety-Kleen - Safety-Kleen segment results are significantly impacted by the overall market pricing and product mix associated with base and blended oil products and, more specifically, the market prices of Group II base oils, which historically have correlated with overall crude oil prices. Costs incurred in connection with the collection of used oils, which are raw materials associated with the segment’s products, can also be volatile. Starting in 2015, we began charging for collection of used oils, which has allowed us to more effectively manage the profit spreads inherent in the business. The implementation of our OilPlusTM closed loop initiative resulting in the sale of our renewable oil products directly to our end customers will also impact future operating results. In addition, this segment's results are also impacted by the number of parts washers serviced by the business and the ability to attract small quantity waste producers as customers and integrate them into the Clean Harbors waste network.

Oil, Gas and Lodging Services•Safety-Kleen Sustainability Solutions - Oil, Gas and Lodging ServicesSafety-Kleen Sustainability Solutions (“SKSS”) segment results are dependent upon levelsimpacted 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 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, with management’s objective being to limit exposure to commodity market pricing risk through increased volumes of value added lubricant products (e.g. blended oil, group III base oils) or strategic partnerships. 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 the Clean Harbors’ recycling and disposal network. In operating the business and evaluating performance, management tracks the volumes and relative percentages of base and blended oil sales along with various pricing metrics associated with the commodity driven margin between product pricing and the overall costs associated with the collection of used oil. 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, 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 gas related exploration, drilling and refining activity in North America. The levelsregulations that change the possible usage of such exploration, drilling and refining activity are largely dependent uponused oil or burning of used oil as a fuel, impact the number ofpremium the segment can charge for used oil rigs in operation, which also drives the demand and related pricing for lodging and camp accommodations. In addition, global and North American crude oil prices on which such activity levels are strongly predicated have significantly declined since a high of $106.57 in 2013 to a low of $30.32 in the beginning of 2016. In the nine months ended September 30, 2017, crude oil prices averaged $49.39. This oil price volatility and uncertainty relative to future prices has resulted in lower customer spending and activity levels which have negatively impacted the business’ results. To mitigate the decrease in demand experienced in the manufacturing operation of our lodging business, we have targeted more non-traditional markets such as schools, hospitals, and other municipal structures to offer our modular unit accommodations and related services. The majority of the segment's operations are in Canada, and therefore the impact of US to Canadian dollar foreign currency translation also significantly impacts the segment's results.





collections.
Highlights

Total direct revenues for the three and nine months ended September 30, 2017March 31, 2024 were $755.8$1,376.7 million, and $2.2 billion compared with $729.5 million and $2.1 billion in the three and nine months ended September 30, 2016. In the three and nine months ended September 30, 2017, our Safety-Kleen segment increased direct revenues 5.6% and 10.8%, respectively, from the comparable periods in 2016, as a result of improved pricing conditions related to our renewable oil products, incremental revenues generated from recent acquisitions, continued organic growth related to our Safety-Kleen Environmental services business and the implementation of our OilPlusTM closed loop initiative. In the three and nine months ended September 30, 2017, our Technical Services segment increased direct revenues 6.1% and 7.9% from the comparable periods in 2016 primarily related to increased revenues associated with higher waste volumes disposed of in our network, which in 2017 includes our new hazardous waste incinerator at our El Dorado, Arkansas site. The strengthening of the Canadian dollar during fiscal 2017 has positively impacted our consolidated revenues by $6.0 million and $5.0$1,307.4 million for the three and nine months ended September 30, 2017, respectively.March 31, 2023. Our Environmental Services segment direct revenues increased $101.8 million or 9.5% from the comparable period in 2023 driven by growth across our service offerings and contributions from the recent acquisitions of Thompson Industrial and HEPACO. In the three months ended March 31, 2024, our SKSS segment direct revenues decreased $32.5 million or 13.7% from the comparable period in 2023, due to lower base oil product revenues resulting from market-driven pricing, partially offset by higher revenue from blended oil product sales and the collection of used motor oil.
We reported incomeIncome from operations for the three and nine months ended September 30, 2017 of $47.7March 31, 2024 was $125.5 million, and $99.8 million, respectively, compared with $16.8 million and $47.2$121.0 million in the three and nine months ended September 30, 2016. We reported netMarch 31, 2023, representing an increase of 3.7%. Net income for the three and nine months ended September 30, 2017 of $12.1March 31, 2024 was $69.8 million, and $16.5 million, respectively, compared with net lossincome of $10.3$72.4 million and $27.2 million, respectively, in the three and nine months ended September 30, 2016. The net loss for the three and nine months ended September 30, 2016 was attributable in part toMarch 31, 2023, representing a goodwill impairment chargedecrease of $34.0 million related to our Lodging Services segment in the third quarter of 2016. 3.5%.
Adjusted EBITDA, which is the primary financial measure by which we evaluate our segments, are evaluated, decreased 2.9% to $123.0increased 7.0% from $215.1 million in the three months ended September 30, 2017 from $126.7March 31, 2023 to $230.1 million in the three months ended September 30, 2016 and increased 6.4% to $323.8 millionMarch 31, 2024. This increase was driven by 15.8% of Adjusted EBITDA growth in the nine months ended September 30, 2017 from $304.4 million in the nine months ended September 30, 2016.Environmental Services segment. Additional information regarding Adjusted EBITDA, results in the third quarter of 2017 were negatively impacted by incremental costs associated with the recent hurricanes affecting Texas, Florida and Puerto Rico. These storms caused disruptions at our facilities, increased transportation costs and temporarily limited production and associated waste volumes at customer locations across these affected areas. Additional information,which is a non-GAAP measure, including a reconciliation of Adjusted EBITDA to net income, (loss), appears below under the heading "“Adjusted EBITDA."”
Net cash from operating activities for the ninethree months ended September 30, 2017 was $221.5 million, an increase of $42.6March 31, 2024 decreased $9.5 million from $28.0 million in 2023 to $18.5 million in 2024. As is typical for the comparable period in 2016. Adjustedfirst quarter, adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $99.1an outflow of $118.4 million in the ninethree months ended September 30, 2017, which represents a $91.6March 31, 2024 as compared to an outflow of $51.8 million increase overin the comparable period of 20162023. The decrease in adjusted free cash flow was driven by higher spend on property, plant and equipment net of proceeds from sale and disposal of fixed assets due to the increasepurchase of a building for a strategic project in operating income,Baltimore, Maryland, continued incremental capital spend on the build out of our Kimball, Nebraska incinerator and incremental investments in vehicles, machinery and equipment. Additional information regarding adjusted free cash flow, which is a significant reduction in capital expenditures and lower cash taxes. Additional information,non-GAAP measure, including a reconciliation of Adjustedadjusted free cash flow to net cash from operating activities, appears below under the heading "“Adjusted Free Cash Flow."Flow.”
21

Table of Contents
Segment Performance

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, 2017March 31, 2024 and 2016March 31, 2023 (in thousands).thousands, except percentages):
 Summary of Operations
 Three Months Ended
 March 31, 2024March 31, 2023Change% Change
Direct Revenues (1):
Environmental Services$1,172,510$1,070,741$101,7699.5%
Safety-Kleen Sustainability Solutions204,083236,539(32,456)(13.7)
Corporate Items102107(5)N/M
Total1,376,6951,307,38769,3085.3
Cost of Revenues (2):
  
Environmental Services812,898753,36059,5387.9
Safety-Kleen Sustainability Solutions154,887175,857(20,970)(11.9)
Corporate Items3,2852,297988N/M
Total971,070931,51439,5564.2
Selling, General & Administrative Expenses:  
Environmental Services95,13789,0366,1016.9
Safety-Kleen Sustainability Solutions19,49619,2192771.4
Corporate Items67,23558,4988,73714.9
Total181,868166,75315,1159.1
Adjusted EBITDA:  
Environmental Services264,475228,34536,13015.8
Safety-Kleen Sustainability Solutions29,70041,463(11,763)(28.4)
Corporate Items(64,080)(54,670)(9,410)(17.2)
Total$230,095$215,138$14,9577.0%
Adjusted EBITDA as a % of Direct Revenues:
Environmental Services (3)
22.6 %21.3 %1.3 %
Safety-Kleen Sustainability Solutions(3)
14.6 %17.5 %(2.9)%
Corporate Items (4)
(4.7)%(4.2)%(0.5)%
Total16.7 %16.5 %0.2 %
_____________________
N/M = not meaningful
(1)Direct revenues are revenues allocated to the segment performing the provided service.
(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.
(3)Calculated as a percentage of individual segment direct revenue.
(4)Calculated as a percentage of total Company revenue.
22
 Summary of Operations (in thousands)
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 September 30, 2016 
$
Change
 
%
Change
 September 30, 2017 September 30, 2016 
$
Change
 
%
Change
Direct Revenues(1):
 
  
  
        
  
Technical Services$288,332
 $271,769
 $16,563
 6.1% $854,212
 $791,481
 $62,731
 7.9%
Industrial and Field Services153,591
 161,292
 (7,701) (4.8) 437,592
 441,207
 (3,615) (0.8)
Safety-Kleen283,274
 268,367
 14,907
 5.6 815,424
 735,797
 79,627
 10.8
Oil, Gas and Lodging Services30,758
 28,537
 2,221
 7.8 91,363
 94,419
 (3,056) (3.2)
Corporate Items(109) (445) 336
 (75.5) (1,016) 209
 (1,225) (586.1)
Total755,846
 729,520
 26,326
 3.6 2,197,575
 2,063,113
 134,462
 6.5
Cost of Revenues(2):
 
  
  
        
  
Technical Services194,633
 178,456
 16,177
 9.1 585,851
 529,410
 56,441
 10.7
Industrial and Field Services124,733
 126,796
 (2,063) (1.6) 354,682
 354,544
 138
 —
Safety-Kleen175,220
 163,770
 11,450
 7.0 519,653
 471,797
 47,856
 10.1
Oil, Gas and Lodging Services26,585
 24,663
 1,922
 7.8 80,321
 82,985
 (2,664) (3.2)
Corporate Items(1,576) (1,770) 194
 11.0 (4,524) (2,540) (1,984) (78.1)
Total519,595
 491,915
 27,680
 5.6 1,535,983
 1,436,196
 99,787
 6.9
Selling, General & Administrative Expenses: 
  
  
        
  
Technical Services21,361
 20,980
 381
 1.8 64,455
 60,449
 4,006
 6.6
Industrial and Field Services15,603
 16,262
 (659) (4.1) 46,258
 48,036
 (1,778) (3.7)
Safety-Kleen37,749
 34,544
 3,205
 9.3 112,818
 98,658
 14,160
 14.4
Oil, Gas and Lodging Services3,261
 3,850
 (589) (15.3) 10,073
 11,299
 (1,226) (10.9)
Corporate Items35,278
 35,318
 (40) (0.1) 104,163
 104,059
 104
 0.1
Total113,252
 110,954
 2,298
 2.1 337,767
 322,501
 15,266
 4.7
Adjusted EBITDA: 
  
  
        
  
Technical Services72,338
 72,333
 5
 — 203,906
 201,622
 2,284
 1.1
Industrial and Field Services13,255
 18,234
 (4,979) (27.3) 36,652
 38,627
 (1,975) (5.1)
Safety-Kleen70,305
 70,053
 252
 0.4 182,953
 165,342
 17,611
 10.7
Oil, Gas and Lodging Services912
 24
 888
 3,700.0 969
 135
 834
 617.8
Corporate Items(33,811) (33,993) 182
 0.5 (100,655) (101,310) 655
 0.6
Total$122,999
 $126,651
 $(3,652) (2.9)% $323,825
 $304,416
 $19,409
 6.4%
Table of Contents
______________________
1.Direct revenue is revenue allocated to the segment performing the provided service.
2.Cost of revenue is shown exclusive of items presented separately on the statements of operations which consist of (i) accretion of environmental liabilities and (ii) depreciation and amortization.

Direct Revenues

There are many factors which have impacted and continue tocan impact our revenues. These factors include,revenues including, but are 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, general conditionsweather 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 energy related industries, competitive industry pricing,collection of used oil, our ability to manage the effectsspread between oil product prices and prices for the collection of fuel prices on our fuel recovery fees, acquisitions, the level of emergency response projectsused oil and foreign currency translation. In addition, customer efforts to minimalizeminimize hazardous waste and changes in regulation can also impact our revenues.
TechnicalEnvironmental Services
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Direct revenues$288,332
 $271,769
 $16,563
 6.1% $854,212
 $791,481
 $62,731
 7.9%
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
Direct revenues$1,172,510 $1,070,741 $101,769 9.5 %
Technical Services direct revenues for the three and nine months ended September 30, 2017 increased $16.6 million and $62.7 million from the comparable periods in 2016. Included in the three months ended September 30, 2016 was $9.3 million of direct revenues from our Transformer Services business, which we sold on June 30, 2017. Excluding those direct revenues, Technical Services direct revenue increased $25.9 million and $72.0 million primarily due to increased revenues associated with waste projects and higher waste volumes disposed of in our incinerators and landfills. For the three and nine months ended September 30, 2017, landfill volumes increased 39.7% and 10.5%, respectively, from the comparable periods in 2016. The utilization rate at our incinerators was 91.9% and 86.0%, respectively, on a practical capacity of 561,721 tons for the three and nine months ended September 30, 2017, compared with 90.0% and 88.2%, respectively, on a practical capacity of 491,721 tons in the comparable periods of 2016. The increase in practical capacity was the result of the addition of our state-of-the-art hazardous waste incinerator at our El Dorado, Arkansas site, which came online in the first quarter of 2017 and adds 70,000 tons of additional capacity to our network.
Industrial and Field Services
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Direct revenues$153,591
 $161,292
 $(7,701) (4.8)% $437,592
 $441,207
 $(3,615) (0.8)%
Industrial and Field Services direct revenues for the three and nine months ended September 30, 2017 decreased $7.7 million and $3.6 million from the comparable periods in 2016. Included in the three and nine months ended September 30, 2016 results was $6.7 million and $36.7 million of direct revenues from our Catalyst Services business, which we sold on September 1, 2016. Excluding those direct revenues, Industrial and FieldEnvironmental Services direct revenues for the three months ended September 30, 2017 decreased $1.0March 31, 2024 increased $101.8 million from the comparable period in 2016. Revenues2023 due to growth acrossour service lines coupled with incremental revenues from recent acquisitions. Technical services revenue increased $41.0 million with contributions across our portfolio of waste disposal services. Higher pricing of our disposal services more than offset a 1% decrease in utilization, which was 79% for the three months ended March 31, 2024. Revenue from our industrial services business decreased approximately $5.6operations grew $23.0 million as a result of decreased turnaround and project related work and negative effects of the hurricanes, partially offset by an increase in daylighting and production services revenues generateddue to contributions from growth initiatives in the daylighting business and the acquisition of Lonestar. In addition, revenues from our field services business increased $3.6 million due to increased emergency response services from the hurricanesThompson Industrial which impacted the United States during the third quarter. Excluding the impact of the divestiture of the Catalyst services businessdid not close until March 31, 2023. Revenues for the nine months ended September 30, 2017, direct revenues increased $33.1Safety-Kleen core service offerings grew by $20.9 million from the comparable period in 2016. Revenues from our industrial services business increased $13.9 million primarily2023 due to increased turnaround work in Western Canada in the first half of 2017improved pricing and growth from acquisitionsgreater demand for our containerized waste, parts washer and new business offerings. In addition revenues from our field services business increased $17.4 million due to the opening of new branch locationsvacuum services. Field and increased emergency response services in the third quarter as mentioned above.
Safety-Kleen
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Direct revenues$283,274
 $268,367
 $14,907
 5.6% $815,424
 $735,797
 $79,627
 10.8%

Safety-Kleen directservice revenues for the three and nine months ended September 30, 2017 increased $14.9 million and $79.6 million from the comparable periods in 2016 primarily from more favorable pricing on oil products, incremental revenues from acquisitions and organic growth in the business. Increased base and blended oil volumes and pricing accounted for $17.3 million and $60.7 million, respectively, of incremental direct revenue from the comparable periods in 2016. For the three months ended September 30, 2017, the increase in base and blended oil volumes and pricing was partially offset by lower revenue from used motor oil collection as prices charged for such services decreased in the current period. For the nine months ended September 30, 2017, growth across our other business lines resulting from our 2016 acquisitions and organic growth also increased revenues from the comparable period in 2016.

Oil, Gas and Lodging Services
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Direct revenues$30,758
 $28,537
 $2,221
 7.8% $91,363
 $94,419
 $(3,056) (3.2)%
Oil, Gas and Lodging Services direct revenues for the three months ended September 30, 2017 increased $2.2$15.4 million from the comparable period in 2016 primarily due to increased revenues2023 driven by incremental revenue from oil and gas field services of $6.8 million as a result ofthe HEPACO acquisition along with overall growth in surface rentals and directional boring driven bycore service offerings.
Safety-Kleen Sustainability Solutions
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
Direct revenues$204,083 $236,539 $(32,456)(13.7)%
In the increase in average rigs serviced, partially offset by decreased revenue of $4.5 million from lodging services due to lower occupancy and pricing. Occupancy in our fixed lodges for the third quarterthree months ended September 30, 2017 was 27% compared with 49% in the prior year when higher occupancy rates reflected the increased demand resulting from the wildfires seen in Alberta, Canada.
Oil, Gas and Lodging ServicesMarch 31, 2024, SKSS direct revenues for the nine months ended September 30, 2017 decreased $3.1$32.5 million from the comparable period in 2016 primarily2023 largely due to a $28.0 million reduction in revenues from base oil sales driven primarily by lower pricing and, to a lesser extent, lower volumes sold. Revenue from the sale of recycled fuel oil and refinery by-products also decreased revenue of $14.3$9.6 million from lodging services as a result of lower occupancy, pricing and manufacturingthe comparable period while revenues from contract packaging decreased $5.7 million. These decreases were partially offset by increaseda $9.6 million increase in revenues from blended oil and gas field servicessales as higher volumes sold outpaced lower pricing. Revenues from the collection of $10.7used oil increased $4.3 million as a result of growth in surface rentals and directional boring driven by the increase in average rigs serviced.higher pricing for these services.
Cost of Revenues
We believe that our ability to managemanagement of operating costs is importantvital 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 negative inflationary impacts on our margins.
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, as well as other cost reduction initiativeswhile also continuing to optimize our management and operating structure in an effort to optimizemanage our operating margins.
Technical Services
23
Table of Contents
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Cost of revenues$194,633
 $178,456
 $16,177
 9.1% $585,851
 $529,410
 $56,441
 10.7%
As a % of Direct Revenue67.5% 65.7%   1.8% 68.6% 66.9%   1.7%
Environmental Services
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
Cost of revenues$812,898$753,360$59,5387.9 %
As a % of Direct revenues69.3 %70.4 %(1.1)%
Technical Services cost of revenues for the three and nine months ended September 30, 2017 increased $16.2 million and $56.4 million from the comparable periods in 2016. Included in the results for the three months ended September 30, 2016 was $8.0 million of cost of revenues from our Transformer Services business, which we sold on June 30, 2017. Excluding those costs, Technical Services cost of revenues for the three and nine months ended September 30, 2017 increased $24.2 million and $64.4 million from the comparable periods in 2016 primarily due to increases in equipment and supply costs of $8.4 million and $21.1 million, respectively, labor related costs of $7.5 million and $17.9 million, respectively, and transportation, disposal and fuel costs of $7.3 million and $18.6 million, respectively. These increases during the three and nine months ended September 30, 2017 were reflective of higher activity levels and increased volumes of waste handled in our network, incremental operating costs associated with the new El Dorado incinerator which came online in early 2017 and incremental costs related primarily to transportation and facility disruptions resulting from the recent hurricanes which impacted the southeast and gulf regions of the United States as well as Puerto Rico during the third quarter of 2017. The increase in these costs resulted in increased costs as a percentage of direct revenues due to the negative impact of the hurricanes, and the total mix of waste profiles being different as we focused on driving utilization of the network in reaction to the increased capacity.

Industrial and Field Services
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Cost of revenues$124,733
 $126,796
 $(2,063) (1.6)% $354,682
 $354,544
 $138
 —%
As a % of Direct Revenue81.2% 78.6%   2.6 % 81.1% 80.4%   0.7%
Industrial and FieldEnvironmental Services cost of revenues for the three months ended September 30, 2017 decreased $2.1March 31, 2024 increased $59.5 million from the comparable period in 2016. Included2023, however as a percentage of revenues decreased 1.1% resulting in improved margins of the segment. Commensurate with the revenue growth in the resultsbusiness, labor and benefit related costs increased $33.7 million, equipment and supply costs increased $14.4 million and external transportation, vehicle and fuel related costs increased $7.0 million for the three months ended September 30, 2016 was $7.0 millionMarch 31, 2024 when compared to the three months ended March 31, 2023. Overall, the growth of revenue outpaced cost of revenues from our Catalyst Services business,increases in all major cost categories, which we sold on September 1, 2016. Excluding those costs, Industrial and Field Servicesbelieve exhibits the strong operating leverage of the segment.
Safety-Kleen Sustainability Solutions
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
Cost of revenues$154,887$175,857$(20,970)(11.9)%
As a % of Direct revenues75.9 %74.3 %1.6 %
SKSS cost of revenues for the three months ended September 30, 2017 increased $4.9March 31, 2024 decreased $21.0 million from the comparable period in 2016 primarily due to increased costs from growth initiatives in the daylighting business and the acquisition of Lonestar within our industrial services business as well as growth in our field services business partially offset by decreased equipment and supply costs. As a percentage of direct revenues, these costs increased 2.6% as a result of lower revenue levels experienced during the three months ended September 30, 2017 which outpaced decreases in cost of revenues.
Industrial and Field Services cost of revenues for the nine months ended September 30, 2017 remained flat with the comparable period in 2016. Included in the results for the nine months ended September 30, 2016 was $32.2 million of cost of revenues from our Catalyst Services business, which we sold on September 1, 2016. Excluding those costs, Industrial and Field Services cost of revenues for the nine months ended September 30, 2017 increased $32.3 million from the comparable period in 2016 primarily due to increased labor related costs of $16.8 million, increased equipment and supply costs of $6.8 million and increased transportation, disposal and fuel costs of $3.8 million. These increases are in line with the growth initiatives in the daylighting business and the acquisition of Lonestar within our industrial services business as well as new branch locations and increased emergency response services in our field services business.
Safety-Kleen
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Cost of revenues$175,220
 $163,770
 $11,450
 7.0% $519,653
 $471,797
 $47,856
 10.1 %
As a % of Direct Revenue61.9% 61.0%   0.9% 63.7% 64.1%   (0.4)%
Safety-Kleen cost of revenues for the three months ended September 30, 2017 increased $11.5 million from the comparable period in 2016 primarily due to increased equipment and supply costs of $3.8 million, increased labor related costs of $2.1 million, increased transportation, disposal and fuel costs of $1.8 million and an additional $3.8 million spread across various expense categories. These increases are in line with the overall growth of the business and increased direct revenues as such costs2023 but as a percentage of revenues, has remained consistent withincreased by 1.6% driven by the comparable periodreduced revenues discussed above. Overall costs of 2016.
Safety-Kleenmaterials including oil additives and other raw materials decreased by $24.6 million mainly driven by lower cost of revenues for the nine months ended September 30, 2017 increased $47.9 million from the comparable periodobtaining used oil through our oil collection services. Partially offsetting these cost decreases were increases in 2016 primarily due to increased equipmentlabor and supply costs of $16.0 million, increased laborbenefit related costs of $11.2 million, increased transportation, disposal and fuel costs of $7.3 million and an additional $13.4 million spread across various expense categories. These increases are in line with the overall growth of the business as such costs as a percentage of revenues has remained consistent with the comparable period of 2016.
Oil, Gas and Lodging Services
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Cost of revenues$26,585
 $24,663
 $1,922
 7.8% $80,321
 $82,985
 $(2,664) (3.2)%
As a % of Direct Revenue86.4% 86.4%   —% 87.9% 87.9%   — %
Oil, Gas and Lodging Services cost of revenues for the three months ended September 30, 2017 increased $1.9 million spread across various expense categories from the comparable period in 2016 as a result of the overall growth of the business and remains consistent as a percentage of revenues with the comparable period of 2016.

.
Oil, Gas and Lodging Services cost of revenues for the nine months ended September 30, 2017 decreased $2.7 million spread across various expense categories from the comparable period in 2016 as a result of decreased direct revenues and remains consistent as a percentage of revenues with the comparable period of 2016.$1.3 million.
Selling, General and Administrative ("SG&A") Expenses
Selling, General and Administrative expenses represent costs incurred in aspects of our business which are directly attributable to the sale of our services and/or products. We strive to manage such costsour selling, general and administrative (“SG&A”) expenses commensurate with the overall performance of our segments and corresponding revenue levels. We believe that our ability to properly align these costs with overall business performance is reflective of our strong management of the businesses and further promotes our ability to remain competitive in the marketplace.
TechnicalEnvironmental Services
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
SG&A$21,361
 $20,980
 $381
 1.8 % $64,455
 $60,449
 $4,006
 6.6 %
As a % of Direct Revenue7.4% 7.7%   (0.3)% 7.5% 7.6%   (0.1)%
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
SG&A expenses$95,137$89,036$6,1016.9 %
As a % of Direct revenues8.1 %8.3 %(0.2)%
TechnicalEnvironmental Services selling, general and administrative expenses for the three and nine months ended September 30, 2017 increased $0.4 million and $4.0 million from the comparable periods in 2016 due primarily to increased labor related costs including commissions. These increases were consistent with the growth of the business during those periods as compared to the comparable periods in 2016.
Industrial and Field Services
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
SG&A$15,603
 $16,262
 $(659) (4.1)% $46,258
 $48,036
 $(1,778) (3.7)%
As a % of Direct Revenue10.2% 10.1%   0.1 % 10.6% 10.9%   (0.3)%
Industrial and Field Services selling, general and administrative expenses for the three and nine months ended September 30, 2017 decreased $0.7 million and $1.8 million from the comparable periods in 2016 due primarily to decreased labor related costs.
Safety-Kleen
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
SG&A$37,749
 $34,544
 $3,205
 9.3% $112,818
 $98,658
 $14,160
 14.4%
As a % of Direct Revenue13.3% 12.9%   0.4% 13.8% 13.4%   0.4%
Safety-Kleen selling, general and administrative expenses for the three and nine months ended September 30, 2017 increased $3.2 million and $14.2 million from the comparable periods in 2016 primarily due to labor related costs of $2.6 million and $8.5 million, respectively, and an additional $0.6 million and $5.7 million, respectively, related to costs generated from strategic initiatives in the areas of the OilPlusTM closed loop initiative and centralization activities associated with this segment.

Oil, Gas and Lodging Services
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
SG&A$3,261
 $3,850
 $(589) (15.3)% $10,073
 $11,299
 $(1,226) (10.9)%
As a % of Direct Revenue10.6% 13.5%   (2.9)% 11.0% 12.0%   (1.0)%
Oil, Gas and Lodging Services selling, general and administrative expenses for the three and nine months ended September 30, 2017 decreased $0.6 million and $1.2 million, respectively, from the comparable periods in 2016 primarily due to lower bad debt expense. As a percentage of direct revenues, these costs decreased 2.9% and 1.0%, respectively, from the comparable periods in 2016 as management continues to focus on proper alignment of its costs structure for this business.
Corporate Items
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
SG&A$35,278
 $35,318
 $(40) (0.1)% $104,163
 $104,059
 $104
 0.1%
Corporate Items selling, general and administrativeSG&A expenses for the three months ended September 30, 2017 remained flat from the comparable period in 2016.
Corporate Items selling, general and administrative expenses for the nine months ended September 30, 2017March 31, 2024 increased $0.1$6.1 million from the comparable period in 2016 primarily due2023, however, remained relatively consistent as a percentage of segment revenues, continuing our trend of leveraging our SG&A base in the midst of revenue growth discussed above. Overall, investments in our employees led to an increase to variable compensationhigher labor and benefits related costs of $2.0$5.8 million and stock-based compensation of $2.8 million,in the three months ended March 31, 2024, partially offset by reductions across several other cost categories.
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Safety-Kleen Sustainability Solutions
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
SG&A expenses$19,496$19,219$2771.4 %
As a % of Direct revenues9.6 %8.1 %1.5 %
SKSS SG&A expenses for the three months ended March 31, 2024 remained relatively consistent with the prior period. However, as a decreasepercentage of revenues, increased 1.5% from the prior period, mainly due to the revenue reductions discussed above.
Corporate Items
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
SG&A expenses$67,235$58,498$8,73714.9 %
As a % of Total Company Direct revenues4.9 %4.5 %0.4 %
Corporate SG&A expenses for the three months ended March 31, 2024 increased $8.7 million from the comparable period in 2023 and remained relatively consistent as a percentage of total Clean Harbors’ direct revenues when compared to the same period in the prior year. In general, these cost increases in 2024 as compared to 2023 were due to higher labor and benefits related expenses of $6.6 million, which includes certain acquisition related severance costs, of $4.7 million.as well as a $1.5 million increase in legal costs and other professional fees.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)EBITDA
Management considers Adjusted EBITDA to be a measurement of performance which provides useful information to both management and investors. Adjusted EBITDA should not be considered an alternative to net income or other measurements under generally accepted accounting principles ("GAAP"(“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 and in accordance with our existing credit agreement, may not be comparable to similarly titled measures reported by other companies.
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 $
Change		 %
Change		 2017 2016 $
Change		 %
Change
Adjusted EBITDA: 
  
  
        
  
Technical Services$72,338
 $72,333
 $5
 —% $203,906
 $201,622
 $2,284
 1.1%
Industrial and Field Services13,255
 18,234
 (4,979) (27.3) 36,652
 38,627
 (1,975) (5.1)
Safety-Kleen70,305
 70,053
 252
 0.4 182,953
 165,342
 17,611
 10.7
Oil, Gas and Lodging Services912
 24
 888
 3,700.0 969
 135
 834
 617.8
Corporate Items(33,811) (33,993) 182
 0.5 (100,655) (101,310) 655
 0.6
Total$122,999
 $126,651
 $(3,652) (2.9)% $323,825
 $304,416
 $19,409
 6.4%
We use Adjusted EBITDA to enhance our understanding of our operating performance, which represents our views concerning our performance in the ordinary, ongoing and customary course of our operations. We historically have found it helpful, and believe that investors have found it helpful, to consider an operating measure that excludes certain expenses relating to transactions not reflective of our core operations.
The information about our operating performance provided by this financial measureAdjusted 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 is being managed.

We also provide information relating to our Adjusted EBITDA so that analysts, investors and other interested persons have the same data that we use to assess our core operating performance. We believe that Adjusted EBITDA should be viewed only as a supplement to the GAAP financial information. We also believe, however, that providing this information in addition to, and together with, GAAP financial information permits the foregoing persons to obtainprovides a better understanding of our core operating performance and evaluate the efficacyhow management evaluates and measures our performance.


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Table of the methodologyContents
The following table presents Adjusted EBITDA as well as Adjusted EBITDA as a percent of Direct Revenues by segment (in thousands, except percentages):
 Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
Adjusted EBITDA:
Environmental Services$264,475$228,345$36,13015.8 %
Safety-Kleen Sustainability Solutions29,70041,463(11,763)(28.4)
Corporate Items(64,080)(54,670)(9,410)(17.2)
Total$230,095$215,138$14,9577.0 %
Adjusted EBITDA as a % of Direct Revenues (1):
Environmental Services22.6 %21.3 %1.3 %
Safety-Kleen Sustainability Solutions14.6 %17.5 %(2.9)%
Corporate Items(4.7)%(4.2)%(0.5)%
Total16.7 %16.5 %0.2 %
______________
(1) Environmental Services and information used by management to evaluate and measure such performance onSKSS calculated as a standalone andpercentage of individual segment revenues. Corporate Items calculated as a comparative basis.percentage of total Company revenues.
The following is a reconciliation of net income (loss) to Adjusted EBITDA for the following periods (in thousands)thousands, except percentages):
Three Months Ended
Three Months Ended
Three Months Ended
March 31,
20242023
Net income
Accretion of environmental liabilities
Stock-based compensation
Depreciation and amortization
Other expense (income), net
Loss on early extinguishment of debt
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Net income (loss)$12,058
 $(10,255) $16,545
 $(27,160)
Accretion of environmental liabilities2,347
 2,476
 7,053
 7,529
Depreciation and amortization72,989
 73,360
 216,932
 215,655
Goodwill impairment charge—
 34,013
 —
 34,013
Other expense432
 198
 2,814
 737
Loss on early extinguishment of debt1,846
 —
 7,891
 —
Loss (gain) on sale of business77
 (16,431) (31,645) (16,431)
Interest expense, net20,675
 21,565
 65,743
 62,192
Interest expense, net of interest income
Interest expense, net of interest income
Interest expense, net of interest income
Provision for income taxes12,575
 21,725
 38,492
 27,881
Adjusted EBITDA$122,999
 $126,651
 $323,825
 $304,416
As a % of Direct revenuesAs a % of Direct revenues16.7 %16.5 %
Depreciation and Amortization
For the Three Months Ended For the Nine Months Ended
September 30, 2017 over 2016 September 30, 2017 over 2016
2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Depreciation of fixed assets and landfill amortization$64,044
 $62,603
 $1,441
 2.3 % $189,210
 $185,399
 $3,811
 2.1 %
Three Months Ended
Three Months Ended
Three Months Ended
March 31,March 31,2024 over 2023
(in thousands, except percentages)(in thousands, except percentages)20242023Change% Change
Depreciation of fixed assets and amortization of landfills and finance leasesDepreciation of fixed assets and amortization of landfills and finance leases$82,215 $72,032 $10,183 14.1 %
Permits and other intangibles amortization8,945
 10,757
 (1,812) (16.8) 27,722
 30,256
 (2,534) (8.4)
Total depreciation and amortization$72,989
 $73,360
 $(371) (0.5)% $216,932
 $215,655
 $1,277
 0.6 %Total depreciation and amortization$95,065 $$84,758 $$10,307 12.2 12.2 %
Depreciation and amortization decreased $0.4 million for the three months ended September 30, 2017March 31, 2024 increased by $10.3 million from the comparable period in 2016 and increased $1.3 million for2023 due to the nine months ended September 30, 2017 fromdepreciation of assets placed in service including the comparable periodincremental assets acquired in 2016.the Thompson Industrial acquisition which occurred on March 31, 2023.
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Table of Contents
Loss on Early Extinguishment of Debt
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 $
Change		 %
Change		 2017 2016 $
Change		 %
Change
Loss on early extinguishment of debt$(1,846) $—
 $(1,846) 100% $(7,891) $—
 $(7,891) 100%
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
Loss on early extinguishment of debt$— $(2,362)$2,362 (100.0)%
During the third quarter of 2017,three months ended March 31, 2023, we recorded a $1.8$2.4 million loss on the early extinguishment of debt in connection with the extinguishmentrepayment of the remaining $103.8 million previously outstanding senior unsecured notes which were refinanceddebt due in connection with the issuance2024.
Interest Expense, Net of the $400 million Term Loan agreement which was completed in the second quarter. Also included in the nine months ended September 30, 2017 is a $6.0 million loss on the early extinguishmentInterest Income
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
Interest expense, net of interest income$28,539 $20,632 $7,907 38.3 %
Interest expense, net of debt in connection with the extinguishment of $296.2 million previously outstanding senior unsecured notes in the second quarter of 2017. The loss consists of amounts paid in excess of par in order to extinguish the debt prior to maturity and non-cash expenses related to the write-off of unamortized financing costs. For additional information regarding our financing arrangements, see Note 11, "Financing Arrangements" to the accompanying financial statements.

(Loss) Gain on sale of business
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 $
Change		 %
Change		 2017 2016 $
Change		 %
Change
(Loss) Gain on sale of business$(77) $16,431
 $(16,508) 100% $31,645
 $16,431
 $(16,508) 100%
During the three and nine months ended September 30, 2017, we recorded a $0.1 million loss and $31.6 million gain, respectively, on the sale of a non-core line of business within our Technical Services operating segment. During the three and nine months ended September 30, 2016, we recorded a $16.4 million gain on the sale of a non-core line of business within our Industrial and Field Services segment. For additional information regarding this (loss) gain on sale of business, see Note 4, "Disposition of Business" to the accompanying financial statements.
Provisioninterest income for Income Taxes
 For the Three Months Ended For the Nine Months Ended
 September 30, 2017 over 2016 September 30, 2017 over 2016
 2017 2016 
$
Change
 
%
Change
 2017 2016 
$
Change
 
%
Change
Provision for income taxes$12,575
 $21,725
 $(9,150) (42.1)% $38,492
 $27,881
 $10,611
 38.1%
The income tax provision for the three and nine months ended September 30, 2017 decreased $9.2 million and increased $10.6 million, respectively, as compared to the comparable period in 2016. The decrease in the three months ended September 30, 2017 was primarily due to changes in the jurisdictional mix and amounts of taxable income for the periods and incremental income tax expense recorded in the third quarter of 2016 related to the sale of the Catalyst Services business which occurred in that period. The increase in the provision in the nine months ended September 30, 2017 was due to the increases in taxable income, primarily from the gain on sale of the Transformer Services business. Our effective tax rate for the three and nine months ended September 30, 2017 was 51.0% and 69.9%, respectively, compared to 47.8% and 80.3%, respectively, for the same periods in 2016. The variations in the effective income tax rates for the three and nine months ended September 30, 2017 as compared to more customary relationships between pre-tax income and the provision for income taxes were primarily due to not recognizing income tax benefits from current operating losses related to certain Canadian entities.

Liquidity and Capital Resources
 Nine Months Ended
(in thousands)September 30, 2017 September 30, 2016
Net cash from operating activities$221,469
 $178,827
Net cash used in investing activities(121,426) (333,839)
Net cash (used in) from financing activities(49,171) 222,809
Net cash from operating activities
Net cash from operating activities for the nine months ended September 30, 2017 was $221.5 million, an increase of $42.6March 31, 2024 increased $7.9 million from the comparable period in 2016. The change was primarily due to higher income levels generated.2023.
Net cash used in investing activities
Net cash used in investing activities forFor the ninethree months ended September 30, 2017 was $121.4March 31, 2023, interest expense, net of interest income included an $8.3 million a decreasebenefit recognized from settling interest rate swaps in that prior year period. Absent this benefit, interest expense, net of $212.4 million from the comparable period in 2016. The change was primarily driven by a decrease in cash paid for acquisitions asinterest income decreased slightly compared to 2023 aided by higher interest income.
As of March 31, 2024, the nineeffective interest rate on our debt was 5.7%. 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.
Provision for Income Taxes
Three Months Ended
March 31,2024 over 2023
(in thousands, except percentages)20242023Change% Change
Provision for income taxes$25,963$25,676$2871.1 %
Effective tax rate27.1 %26.2 %0.9 %
For the three months ended September 30, 2016. DuringMarch 31, 2024, the nine months ended September 30, 2017, we also had a decrease in cash paidprovision for additions to property, plantincome taxes remained relatively consistent with the prior period, as did our effective tax rate.
Liquidity and equipment, which was greater during the nine months ended September 30, 2016 primarily due to the construction of our new hazardous waste incinerator at our El Dorado, Arkansas site which came online in the first quarter of 2017.
Net cash from financing activities
Net cash used in financing activities for the nine months ended September 30, 2017 was $49.2 million, compared with net cash from financing activities of $222.8 million for the comparable period in 2016. The change was primarily due to the issuance of

$250.0 million in aggregate principle amount of 5.125% senior unsecured notes due 2021 in March 2016. During the nine months ended September 30, 2017, there were no net proceeds from issuance of debt as we entered into a $400.0 million senior secured Credit Agreement and used the proceeds to purchase approximately $400.0 million aggregate principal amount of our previously outstanding 2020 Notes. In addition, during the nine months ended September 30, 2017, we increased repurchases of our common stock from the comparable period in 2016.
AdjustedFree Cash Flow
Management considers adjusted free cash flow to be a measurement of liquidity which provides useful information to both management and investors about our strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which management incentive compensation is based. We define adjusted free cash flow as net cash from operating activities excluding cash impacts of items derived from non-operating activities, such as taxes paid in connection with divestitures less additions to property, plant and equipment plus proceeds from sales 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.
The following is a reconciliation from net cash from operating activities to adjusted free cash flow for the following periods (in thousands):
 Nine Months Ended
 September 30,
 2017 2016
Net cash from operating activities$221,469
 $178,827
Additions to property, plant and equipment(127,736) (175,348)
Proceeds from sale and disposal of fixed assets5,375
 3,982
Adjusted free cash flow$99,108
 $7,461
Working Capital
At September 30, 2017, cash and cash equivalents totaled $361.7 million, compared to $307.0 million at December 31, 2016. At September 30, 2017, cash and cash equivalents held by our foreign subsidiaries totaled $54.7 million and were readily convertible into other foreign currencies including U.S. dollars. At September 30, 2017, the cash and cash equivalent balance for our U.S. operations was $307.0 million, and our U.S. operations had net operating cash flow of $171.7 million for the nine months ended September 30, 2017. Additionally, we have a $400.0 million revolving credit facility of which approximately $238.3 million was available to borrow at September 30, 2017. Based on the above and on our current plans, we believe that our U.S. operations have and will continue to have adequate financial resources to satisfy their liquidity needs without being required to repatriate earnings from foreign subsidiaries. We also believe that cash held by our foreign subsidiaries will be required to fund those foreign operations. Accordingly, although repatriation to the U.S. of foreign earnings would generally be subject to U.S. income taxation, net of any available foreign tax credits, we have not recorded any deferred tax liability related to such repatriation since we intend to permanently reinvest foreign earnings outside the U.S. Resources
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. Our primary ongoing cash requirements will be to fund operations, capital expenditures, interest payments and investments in line with our business strategy. We believe our future operating cash flows will be sufficient to meet our future operating and internal investing cash needs. We monitor our actual needs and forecasted cash flows, our liquidity and our capital resources, enabling us to plan our present needs and fund items that may arise during the year as well as any cash needs relating to our stock repurchase program.a result of changing business conditions or opportunities. Furthermore, our existing cash balance and the availability of additional borrowings under our revolving credit facility provide additional potential sources of liquidity should they be required.
Financing Arrangements
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Table of Contents
Summary of Cash Flow Activity
Three Months Ended
March 31,
(in thousands)20242023
Net cash from operating activities$18,549 $28,008 
Net cash used in investing activities(609,873)(197,934)
Net cash from (used in) financing activities486,019 (18,445)
Net cash from operating activities
Net cash from operating activities for the three months ended March 31, 2024 was $18.5 million as compared to $28.0 million in the comparable period of 2023. This $9.5 million decrease in operating cash flows was attributable to increased working capital balances and higher interest paid partially offset by lower taxes paid.
Net cash used in investing activities
Net cash used in investing activities for the three months ended March 31, 2024 was $609.9 million, an increase of $411.9 million from the comparable period in 2023. Cash used for acquisitions increased $366.8 million due to the acquisition of HEPACO as well as smaller acquisitions completed during the three months ended March 31, 2024. In 2023 the cash used for acquisitions was $108.5 million due to the acquisition of Thompson Industrial. Property, plant and equipment, net of proceeds from the sale and disposal of fixed assets increased $57.1 million, largely driven by $15.1 million spent on the Baltimore, Maryland strategic project, an increase of $7.5 million in capital spending for our new incinerator construction in Kimball, Nebraska and other investments in vehicles and equipment for our operations. The remaining change in net cash used in investing activities was due to the timing of transactions within our wholly owned captive insurance company which resulted in a $2.1 million cash inflow in the three months ended March 31, 2024 as compared to a $9.2 million cash outflow in the three months ended 2023.
Net cash from (used in) financing activities
Net cash from financing activities for the three months ended March 31, 2024 was $486.0 million, as compared to net cash used in financing activities of $18.4 million for the three months ended March 31, 2023. The primary drivers of this change were the incurrence of additional term loans net of discount and deferred financing costs paid of $494.7 million. Partially offsetting this, the Company spent $2.0 million more for repurchases of common stock compared to 2023.
AdjustedFree Cash Flow
Management considers adjusted free cash flow to be a measure of liquidity which provides useful information to both management, creditors and investors about our financial strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. 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.
The following is a reconciliation from net cash from operating activities to adjusted free cash flow for the following periods (in thousands):
Three Months Ended
 March 31,
 20242023
Net cash from operating activities$18,549 $28,008 
Additions to property, plant and equipment(137,913)(81,686)
Proceeds from sale and disposal of fixed assets1,008 1,855 
Adjusted free cash flow$(118,356)$(51,823)
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Summary of Capital Resources
At March 31, 2024, cash and cash equivalents and marketable securities totaled $442.6 million, compared to $550.8 million at December 31, 2023. At March 31, 2024, cash and cash equivalents held by our Canadian subsidiaries totaled $56.0 million. The cash and cash equivalents and marketable securities balance for our U.S. operations was $386.6 million at March 31, 2024. Our U.S. operations had net operating cash inflows of $27.5 million for the three months ended March 31, 2024.
We also maintain a $400.0 million revolving credit facility of which, as of March 31, 2024, approximately $268.0 million was available to borrow under the facility, with letters of credit of $132.0 million outstanding.
Material Capital Requirements
Capital Expenditures
Capital expenditures during the first three months of 2024 was $137.9 million as compared to $81.7 million during the first three months of 2023 mainly driven by the purchase of the Baltimore facility discussed below, incremental spend on the Kimball incinerator and additional investment in our fleet and equipment. We anticipate that 2024 capital spending, net of disposals, will be in the range of $400.0 million to $430.0 million. This projected amount is inclusive of capital expenditures of approximately $65.0 million to finish the Kimball, Nebraska incinerator project and approximately $20.0 million for a strategic project in Baltimore, Maryland.
We anticipate that the capital spending will be funded by cash from our operations. Unanticipated changes in environmental regulations could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow.
During the first three months of 2024, capital spending on the construction of our new incinerator at our Kimball, Nebraska facility was approximately $20.5 million. Total spending on the project as of March 31, 2024 was $155.2 million. We expect the remaining spending for this project to be approximately $51.7 million and we anticipate it will be complete in late 2024. Additionally, capital spending on the strategic project in Baltimore, Maryland was approximately $15.1 million for the purchase of the facility and we expect to incur an additional $5.0 million relative to this project during the remainder of 2024.
Financing Arrangements
As of March 31, 2024, our financing arrangements and principal termsinclude (i) $545.0 million of our $400.0 million principal amount of 5.25%4.875% senior unsecured notes due 2020, $845.02027, (ii) $1,476.2 million principal amountof senior secured term loans due 2028, (iii) $300.0 million of 5.125% senior unsecured notes due 20212029 and $400.0(iv) $500.0 million of 6.375% senior securedunsecured notes due 2024 which were outstanding at September 30, 2017, and2031. As noted above, we also maintain our $400.0 million revolving credit facility with no amounts owed as of March 31, 2024.
The material terms of these arrangements are discussed further in Note 11, “Financing Arrangements,” to ourthe accompanying unaudited consolidated financial statements included herein.statements.
As of September 30, 2017,March 31, 2024, we were in compliance with the covenants of all of our debt agreements, and we believe it is reasonably likely that we will continue to meet such covenants.

Common Stock Repurchase ProgramRepurchases Pursuant to Publicly Announced Plan
On October 31, 2017,In 2023 our boardBoard of directorsDirectors authorized a $500.0 million expansion of the Company’s existing share repurchase of up to an additional $300 million of our common stock, resulting inprogram for a total authorization of $375.7 million currently being available for stock repurchase. We have funded and intend to continue to fund$1.1 billion under the repurchases through available cash resources. The repurchase program authorizes us to purchase our common stock on the open market or in privately negotiated transactions periodically in a manner that complies with applicable U.S. securities laws. The number of shares purchased and the timing of the purchases has depended and will depend on a number of factors including share price, cash required for business plans, trading volume and other conditions. We have no obligation to repurchase stock under this program and may suspend or terminate the program at any time.expanded plan. During the three and nine months ended September 30, 2017, weMarch 31, 2024 and March 31, 2023, the Company repurchased and retired a total of 0.2 million shares27,265 and 0.5 million22,250 shares, respectively, of ourthe Company’s common stock for a total costexpenditures of $12.2approximately $5.0 million and $24.5$3.0 million, respectively. During
Through March 31, 2024, the three and nine months ended September 30, 2016, weCompany has repurchased and retired a total of 0.1approximately 8.6 million shares and 0.3 million shares, respectively, of ourits common stock for a total cost of $6.2 million and $16.3 million, respectively. Through September 30, 2017, we have repurchased and retired a total of 4.3 million shares of our common stock for a total cost of $224.3approximately $550.9 million under this program. Asthe expanded plan, and as of September 30, 2017,March 31, 2024, an additional $75.7$549.1 million remained available for repurchase of shares under the previously authorized program.shares.
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Environmental Liabilities
(in thousands)September 30, 2017 December 31, 2016 $ Change % Change
(in thousands, except percentages)(in thousands, except percentages)March 31, 2024December 31, 2023Change% Change
Closure and post-closure liabilities$59,839
 $58,331
 $1,508
 2.6 %Closure and post-closure liabilities$119,572 $$118,600 $$972 0.8 0.8 %
Remedial liabilities125,513
 128,007
 (2,494) (1.9)
Total environmental liabilities$185,352
 $186,338
 $(986) (0.5)%Total environmental liabilities$229,358 $$229,843 $$(485)(0.2)(0.2)%
Total environmental liabilities as of September 30, 2017March 31, 2024 were $185.4$229.4 million, a decrease of $1.0 million, compared torelatively consistent with the liabilitiesbalance as of December 31, 2016 primarily due to2023. During the three months ended March 31, 2024, expenditures of $10.1$4.7 million were partially offset by accretion of $7.1$3.2 million as well as new asset retirement obligations and measurement period adjustments associated with prior period acquisitionschanges in estimates for the environmental liabilities of $2.5$1.0 million.
We anticipate our environmental liabilities, substantially all of which we assumed in connection with our acquisitions, will be payable over many years and that cash flow from operations will generally be sufficient to fund the payment of such liabilities when required. However, events
Events not anticipated (such as future changes in environmental laws and regulations) could require that such payments to satisfy our environmental liabilities be made earlier or in greater amounts than currently anticipated, which could adversely affect our results of operations, cash flow and financial condition. Conversely, the development of new treatment technologies or other circumstances may arise in the future which may reduce amounts ultimately paid.
Capital ExpendituresLetters of Credit
We anticipate that 2017 capital spending, netobtain standby letters of disposals, willcredit 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 rangeevent 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 $160.0March 31, 2024, there were $132.0 million outstanding letters of credit. See Note 11, “Financing Arrangements,” to $170.0 million. However, changes in environmental regulations or unscheduled capital needs could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow.the accompanying unaudited consolidated financial statements.

Critical Accounting Policies and Estimates
Other than described below, thereThere were no material changes in the first ninethree months of 20172024 to the information provided under the heading “Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2016.
Goodwill. Goodwill is not amortized but is reviewed for impairment annually as of December 31 or when events or changes in the business environment indicate the carrying value of the reporting unit may exceed its fair value. This review is performed by comparing the fair value of each reporting unit2023. For more information regarding our accounting policies, please refer to its carrying value, including goodwill. If the fair value is less than the carrying amount, a Step II analysis of the fair value of all the elements of the reporting unit is performed to determine if and to what degree goodwill is impaired. The loss, if any, is measured as the excess of the carrying value of the goodwill over the value of the goodwill implied by the results of the Step II analysis.

We determine our reporting units by identifying the components of each operating segment, and then in some circumstances aggregate components having similar economic characteristics based on quantitative and/or qualitative factors. We have determined that, as of both December 31, 2016 and September 30, 2017, we have seven reporting units. Our Technical Services, Industrial Services, Field Services, Kleen Performance Products, SK Environmental Services, Oil and Gas Field Services and Lodging Services each constitutes a reporting unit. The results of operations for our Industrial Services and Field Services reporting units are included in our Industrial and Field Services segment, the results of operations for our SK Environmental and Kleen Performance Products

reporting units are included in our Safety-Kleen segment, and the results of operations for our Oil and Gas Field Services and Lodging Services reporting units are included in our Oil, Gas and Lodging Services segment.

We conducted our annual impairment test of goodwill for all of our reporting units to which goodwill is allocated as of December 31, 2016 and determined that no adjustmentNote 2, “Significant Accounting Policies” to the carrying value of goodwill for any reporting unit was then necessary. In all cases except for our Industrial Services and Kleen Performance Products reporting units, the estimated fair value of each reporting unit significantly exceeded its carrying value. The annual impairment test fair value for all of our reporting units is determined using an income approach (a discounted cash flow analysis) which incorporates several underlying estimates and assumptions with varying degrees of uncertainty. The discounted cash flow analyses include estimated cash flows for a discrete five year future period and for a terminal period thereafter. In all instances, we corroborate our estimated fair values by also considering other factors such as the fair value of comparable companies to businesses contained in our reporting units. As part of the annual test we also perform a reconciliation of the total estimated fair values of all reporting units to our market capitalization.accompanying unaudited consolidated financial statements.


During the nine months ended September 30, 2017, we continued to evaluate the Industrial Services and Kleen Performance Products reporting units' results and monitor for events or changes in circumstances which might indicate that the estimated fair values of these reporting units were below their carrying value. No such events or changes in circumstances existed in the three months ended September 30, 2017. However, given the results of our most recent annual impairment test performed at December 31, 2016 and considerations assessed during the current quarter, we continue to believe that there is risk of future impairment relative to the goodwill balance of the Industrial Services reporting unit. As of September 30, 2017, goodwill attributable to this reporting unit was $28.2 million. We will continue to monitor the business for events or circumstances which could indicate that the reporting unit’s fair value more likely than not no longer exceeds its carrying value and perform interim goodwill impairment tests as deemed necessary.
As a result of the sale of the Transformer Services business in the second quarter of 2017, we assessed qualitative factors to determine if it was more likely than not the estimated fair value of the remaining Technical Services reporting unit was less than its carrying value at that time. Based on our assessment of these factors, the performance of the Technical Services business to-date relative to budget, and the fact that the estimated fair value of the Technical Services reporting unit significantly exceeded its carrying value at year-end, we noted no indicators of impairment for the remaining Technical Services reporting unit as of the date of the sale.
Other Long-Lived Assets. As of September 30, 2017, the Oil and Gas Field Services reporting unit had other long-lived assets consisting of: property, plant and equipment, net of $76.9 million and intangible assets of $3.3 million. In consideration of the reporting unit's continued lower than historical results and overall slowdown in the oil and gas related industries, we continue to monitor the carrying value of the segment's long-lived assets and assess the risk of asset impairment. As a result of analyses performed as of September 30, 2017, we concluded that no impairment of intangible or other long-lived assets then existed.

We will continue to evaluate all of our goodwill and other long lived assets impacted by economic downturns in oil and energy related markets in which they operate. If further economic difficulties resulting from depressed oil and gas related pricing and lower overall activity levels continue for a significant foreseeable period of time, impairments may result and be recorded relative to our long-lived assets held by businesses impacted by the oil and gas and industrial related markets.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in the first ninethree months of 20172024 to the information provided under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016.2023.


ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of our ChiefCo-Chief Executive OfficerOfficers and Chief Financial Officer, as of the end of the period covered by this Quarterly Report on Form 10-Q, our ChiefCo-Chief Executive OfficerOfficers and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of September 30, 2017March 31, 2024 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our ChiefCo-Chief Executive OfficerOfficers and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the quarter ending September 30, 2017three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

PART II—OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS
See Note 15, “Commitments and Contingencies,” to the unaudited consolidated financial statements included in Item 1 of this report, which description is incorporated herein by reference.

ITEM 1A.RISK FACTORS
During the nine months ended September 30, 2017, there wereThere have been no material changes fromto the risk factors as previously disclosedfrom the information provided in Item 1A1A. in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. 2023.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Common Stock Repurchase Program

The following table provides information with respect to the shares of common stock repurchased by us for the periods indicated.indicated:
Period
Total Number of Shares Purchased (1)
Average Price Paid Per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(in thousands) (3)
January 1, 2024 through January 31, 2024198 $174.51 — $554,101 
February 1, 2024 through February 29, 202431,784 180.64 23,700 549,755 
March 1, 2024 through March 31, 202412,211 182.92 3,565 549,101 
Total44,193 $181.24 27,265 
________________
(1)    Includes 16,928 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock granted to our employees under the Company’s equity incentive plans.
(2)    The average price paid per share of common stock repurchased under the Company’s stock repurchase program includes the commissions paid to brokers.
(3)    In 2023 our Board of Directors authorized a $500.0 million expansion of the Company’s existing share repurchase program. As of March 31, 2024, the amount available for repurchase under the expanded plan is $549.1 million. We have funded and intend to fund the repurchases through available cash resources. The stock repurchase program authorizes us to purchase our common stock on the open market or in privately negotiated transactions periodically in a manner that complies with applicable U.S. securities laws. The number of shares purchased and the timing of the purchases has depended and will depend on several factors, including share price, cash required for business plans, trading volume and other conditions. As part of our share repurchase program, we maintain a repurchase plan in accordance with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. During the three months ended March 31, 2024, no shares were repurchased under the Rule 10b5-1 plan. Future repurchases may be made as open market or privately negotiated transactions as described above. We have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time.

PeriodTotal Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
July 1, 2017 through July 31, 2017227
 $55.83
 —
 $87,866,072
August 1, 2017 through August 31, 2017235,595
 $52.19
 234,060
 $75,658,142
September 1, 2017 through September 30, 20171,617
 $54.39
 —
 $75,658,142
Total237,439
 $52.21
 234,060
 $75,658,142
______________________
(1)Includes 19,389 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock units granted to our employees under our long-term equity incentive programs.
(2)The average price paid per share of common stock repurchased under the stock repurchase program includes the commissions paid to brokers.
(3)On October 31, 2017, our board of directors authorized the repurchase of up to an additional $300 million of our common stock, resulting in a total of $375.7 million currently being available for stock repurchase. We have funded and intend to fund the repurchases through available cash resources. The stock repurchase program authorizes us to purchase our common stock on the open market or in privately negotiated transactions periodically in a manner that complies with applicable U.S. securities laws. The number of shares purchased and the timing of the purchases has depended and will depend on a number of factors, including share price, cash required for business plans, trading volume and other conditions. We have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4.MINE SAFETY DISCLOSUREDISCLOSURES
Not applicable

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ITEM 5.OTHER INFORMATION
NoneDuring the quarter ended March 31, 2024, no director or “officer” (as defined in Rule 16a-1(f)) of Clean Harbors, Inc. adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.



ITEM 6.EXHIBITS
Item No.DescriptionLocation
31.1
Rule 13a-14a/15d-14(a) Certification of the CEO Alan S. McKim
Item No. Description Location
10.1(1)
10.2(2)
31.1  Filed herewith
31.2Filed herewith
31.3  Filed herewith
32  Furnished herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
104Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101*)Filed herewith
_______________________
(1)    Incorporated by reference to Exhibit 4.43G to the Company's Current Report on Form 8-K filed on March 25, 2024.
(2)    Incorporated by reference to Exhibit 4.34 3 to the Company's Current Report on Form 8-K filed on March 25, 2024.


32
Filed herewith
31.2
Rule 13a-14a/15d-14(a) Certification of the CFO Michael L. Battles
Filed herewith
32
Section 1350 Certifications
Filed herewith
101Interactive Data Files Pursuant to Rule 405 of Regulation S-T: Financial statements from the quarterly report on Form 10-Q of Clean Harbors, Inc. for the quarter ended September 30, 2017, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Operations, (iii) Unaudited Consolidated Statements of Comprehensive Income (Loss), (iv) Unaudited Consolidated Statements of Cash Flows, (v) Unaudited Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Unaudited Consolidated Financial Statements.*
_______________________
*Interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

CLEAN HARBORS, INC. AND SUBSIDIARIES

SIGNATURES
    
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
CLEAN HARBORS, INC.
Registrant
By:
By:/s/  ALAN S. MCKIM
Alan S. McKim
Chairman, President and Chief Executive Officer
Date:November 1, 2017
By:/s/ MICHAEL L. BATTLES
Michael L. Battles
Co-Chief Executive Officer and Co-President
Date:May 1, 2024
By:/s/ ERIC W. GERSTENBERG
Eric W. Gerstenberg
Co-Chief Executive Officer and Co-President
Date:May 1, 2024
By:/s/ ERIC J. DUGAS
Eric J. Dugas
Executive Vice President and Chief Financial Officer
Date:NovemberMay 1, 20172024



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