UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED

SEPTEMBER 30, ~~2020~~2021

☐

TRANSITION 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)

Massachusetts

04-2997780

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

42 Longwater Drive

Norwell

02061-9149

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including area code: (781) 792-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

CLH

New 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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 growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

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

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at October ~~30, 2020~~29, 2021 was ~~55,246,298.~~54,412,116.

CLEAN HARBORS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


			Page No.

PART I: FINANCIAL INFORMATION

ITEM 1: Unaudited Financial Statements
Consolidated Balance Sheets			1
Unaudited Consolidated Statements of Operations			2
Unaudited Consolidated Statements of Comprehensive Income			3
Unaudited Consolidated Statements of Cash Flows			4
Unaudited Consolidated Statements of Stockholders’ Equity			5
Notes to Unaudited Consolidated Financial Statements			7

ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations			2122

ITEM 3: Quantitative and Qualitative Disclosures About Market Risk			3435

ITEM 4: Controls and Procedures			35

PART II: OTHER INFORMATION

ITEM 1: Legal Proceedings			36
ITEM 1A: Risk Factors			36
ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds			3637
ITEM 3: Defaults Upon Senior Securities			37
ITEM 4: Mine Safety Disclosures			37
ITEM 5: Other Information			37
ITEM 6: Exhibits			3738
Signatures			3839

Table of Contents

CLEAN HARBORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
ASSETS	ASSETS	(unaudited)				ASSETS	(unaudited)
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	475,706	$	371,991	Cash and cash equivalents	$	646,663	$	519,101
Short-term marketable securities	Short-term marketable securities	56,639		42,421		Short-term marketable securities	64,844		51,857
Accounts receivable, net of allowances aggregating $41,714 and $38,711, respectively		602,069		644,738
Accounts receivable, net of allowances aggregating $41,807 and $44,749, respectively						Accounts receivable, net of allowances aggregating $41,807 and $44,749, respectively	703,199		611,534
Unbilled accounts receivable	Unbilled accounts receivable	59,438		56,326		Unbilled accounts receivable	69,912		55,681
Deferred costs		20,212		21,746
Inventories and supplies	Inventories and supplies	220,884		214,744		Inventories and supplies	228,682		220,498
Prepaid expenses and other current assets	Prepaid expenses and other current assets	58,711		48,942		Prepaid expenses and other current assets	70,864		67,051
Total current assets	Total current assets	1,493,659		1,400,908		Total current assets	1,784,164		1,525,722
Property, plant and equipment, net	Property, plant and equipment, net	1,539,333		1,588,151		Property, plant and equipment, net	1,508,356		1,525,298
Other assets:	Other assets:					Other assets:
Operating lease right-of-use assets	Operating lease right-of-use assets	146,454		162,206		Operating lease right-of-use assets	137,429		150,341
Goodwill	Goodwill	524,261		525,013		Goodwill	543,028		527,023
Permits and other intangibles, net	Permits and other intangibles, net	392,401		419,066		Permits and other intangibles, net	366,497		386,620
Other	Other	10,079		13,560		Other	14,825		16,516
Total other assets	Total other assets	1,073,195		1,119,845		Total other assets	1,061,779		1,080,500
Total assets	Total assets	$	4,106,187	$	4,108,904	Total assets	$	4,354,299	$	4,131,520

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term obligations		$	7,535	$	7,535

Current portion of long-term debt						Current portion of long-term debt	$	7,535	$	7,535
Accounts payable	Accounts payable	213,776		298,375		Accounts payable	286,565		195,878
Deferred revenue	Deferred revenue	67,412		73,370		Deferred revenue	86,589		74,066
Accrued expenses		293,200		276,540
Accrued expenses and other current liabilities						Accrued expenses and other current liabilities	299,427		295,823
Current portion of closure, post-closure and remedial liabilities	Current portion of closure, post-closure and remedial liabilities	22,324		23,301		Current portion of closure, post-closure and remedial liabilities	23,288		26,093
Current portion of operating lease liabilities	Current portion of operating lease liabilities	36,814		40,979		Current portion of operating lease liabilities	36,497		36,750
Total current liabilities	Total current liabilities	641,061		720,100		Total current liabilities	739,901		636,145
Other liabilities:	Other liabilities:					Other liabilities:
Closure and post-closure liabilities, less current portion of $7,146 and $7,283, respectively		77,070		68,368
Remedial liabilities, less current portion of $15,178 and $16,018, respectively		100,389		98,155
Long-term obligations, less current portion		1,550,756		1,554,116
Closure and post-closure liabilities, less current portion of $10,219 and $13,903, respectively						Closure and post-closure liabilities, less current portion of $10,219 and $13,903, respectively	82,809		74,023
Remedial liabilities, less current portion of $13,069 and $12,190, respectively						Remedial liabilities, less current portion of $13,069 and $12,190, respectively	97,747		102,623
Long-term debt, less current portion						Long-term debt, less current portion	1,546,284		1,549,641
Operating lease liabilities, less current portion	Operating lease liabilities, less current portion	110,097		121,020		Operating lease liabilities, less current portion	102,093		114,258

Deferred taxes, unrecognized tax benefits and other long-term liabilities		322,099		277,332
Deferred tax liabilities						Deferred tax liabilities	231,663		230,097
Other long-term liabilities						Other long-term liabilities	90,242		83,182
Total other liabilities	Total other liabilities	2,160,411		2,118,991		Total other liabilities	2,150,838		2,153,824
Commitments and contingent liabilities (See Note 16)	Commitments and contingent liabilities (See Note 16)					Commitments and contingent liabilities (See Note 16)	0		0
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, $0.01 par value: authorized 80,000,000 shares; issued and outstanding 55,245,611 and 55,797,734 shares, respectively		552		558
Common stock, $0.01 par value:						Common stock, $0.01 par value:
Authorized 80,000,000 shares; issued and outstanding 54,409,894 and 54,772,696 shares, respectively						Authorized 80,000,000 shares; issued and outstanding 54,409,894 and 54,772,696 shares, respectively	544		548

Additional paid-in capital	Additional paid-in capital	613,208		644,412		Additional paid-in capital	539,747		582,749
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(239,444)		(210,051)		Accumulated other comprehensive loss	(200,716)		(211,477)
Accumulated earnings	Accumulated earnings	930,399		834,894		Accumulated earnings	1,123,985		969,731
Total stockholders’ equity	Total stockholders’ equity	1,304,715		1,269,813		Total stockholders’ equity	1,463,560		1,341,551
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	4,106,187	$	4,108,904	Total liabilities and stockholders’ equity	$	4,354,299	$	4,131,520

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

Table of Contents

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Revenues:	Revenues:									Revenues:
Service revenues	Service revenues	$	681,306	$	739,919	$	2,039,012	$	2,111,662	Service revenues	$	744,549	$	681,306	$	2,141,820	$	2,039,012
Product revenues	Product revenues	98,038		151,749		308,895		429,523		Product revenues	206,930		98,038		544,265		308,895
Total revenues	Total revenues	779,344		891,668		2,347,907		2,541,185		Total revenues	951,479		779,344		2,686,085		2,347,907
Cost of revenues: (exclusive of items shown separately below)	Cost of revenues: (exclusive of items shown separately below)									Cost of revenues: (exclusive of items shown separately below)
Service revenues	Service revenues	428,735		496,005		1,332,516		1,439,717		Service revenues	508,498		428,735		1,451,498		1,332,516
Product revenues	Product revenues	82,894		116,749		256,460		332,334		Product revenues	130,734		82,894		366,156		256,460
Total cost of revenues	Total cost of revenues	511,629		612,754		1,588,976		1,772,051		Total cost of revenues	639,232		511,629		1,817,654		1,588,976
Selling, general and administrative expenses	Selling, general and administrative expenses	106,544		122,301		339,690		361,033		Selling, general and administrative expenses	133,164		106,544		378,911		339,690
Accretion of environmental liabilities	Accretion of environmental liabilities	2,822		2,490		8,149		7,624		Accretion of environmental liabilities	2,799		2,822		8,625		8,149
Depreciation and amortization	Depreciation and amortization	74,470		73,756		221,497		223,328		Depreciation and amortization	71,451		74,470		215,206		221,497

Income from operations	Income from operations	83,879		80,367		189,595		177,149		Income from operations	104,833		83,879		265,689		189,595
Other income (expense), net	Other income (expense), net	2,268		(427)		(597)		1,992		Other income (expense), net	199		2,268		(2,509)		(597)
Loss on sale of businesses	Loss on sale of businesses	(118)		0		(3,376)		0		Loss on sale of businesses	—		(118)		—		(3,376)
Loss on early extinguishment of debt		0		(6,119)		0		(6,119)
Interest expense, net of interest income of $1,236, $1,152, $2,902 and $2,981, respectively		(17,407)		(19,702)		(54,848)		(59,681)

Interest expense, net of interest income of $653, $1,236, $1,712 and $2,902, respectively										Interest expense, net of interest income of $653, $1,236, $1,712 and $2,902, respectively	(17,984)		(17,407)		(53,953)		(54,848)
Income before provision for income taxes	Income before provision for income taxes	68,622		54,119		130,774		113,341		Income before provision for income taxes	87,048		68,622		209,227		130,774
Provision for income taxes	Provision for income taxes	13,712		17,750		35,269		39,752		Provision for income taxes	21,605		13,712		54,973		35,269
Net income	Net income	$	54,910	$	36,369	$	95,505	$	73,589	Net income	$	65,443	$	54,910	$	154,254	$	95,505
Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	0.99	$	0.65	$	1.72	$	1.32	Basic	$	1.20	$	0.99	$	2.83	$	1.72
Diluted	Diluted	$	0.99	$	0.65	$	1.71	$	1.31	Diluted	$	1.20	$	0.99	$	2.81	$	1.71
Shares used to compute earnings per share - Basic	Shares used to compute earnings per share - Basic	55,592		55,850		55,646		55,858		Shares used to compute earnings per share - Basic	54,411		55,592		54,553		55,646
Shares used to compute earnings per share - Diluted	Shares used to compute earnings per share - Diluted	55,738		56,165		55,832		56,109		Shares used to compute earnings per share - Diluted	54,707		55,738		54,862		55,832

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

Table of Contents

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Net income	Net income	$	54,910	$	36,369	$	95,505	$	73,589	Net income	$	65,443	$	54,910	$	154,254	$	95,505
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:										Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on available-for-sale securities	Unrealized (losses) gains on available-for-sale securities	(121)		9		111		(84)		Unrealized (losses) gains on available-for-sale securities	(18)		(121)		(140)		111
Reclassification adjustment for losses on available-for-sale securities included in net income		0		0		0		332
Unrealized loss on interest rate hedge		(123)		(3,865)		(21,505)		(17,896)

Unrealized (losses) gains on interest rate hedge										Unrealized (losses) gains on interest rate hedge	(99)		(123)		2,660		(21,505)
Reclassification adjustment for losses on interest rate hedge included in net income	Reclassification adjustment for losses on interest rate hedge included in net income	2,468��		614		5,696		1,369		Reclassification adjustment for losses on interest rate hedge included in net income	2,532		2,468		7,474		5,696
Foreign currency translation adjustments	Foreign currency translation adjustments	10,161		(6,177)		(13,695)		15,960		Foreign currency translation adjustments	(14,242)		10,161		767		(13,695)
Other comprehensive income (loss), net of tax		12,385		(9,419)		(29,393)		(319)
Other comprehensive (loss) income, net of tax										Other comprehensive (loss) income, net of tax	(11,827)		12,385		10,761		(29,393)
Comprehensive income	Comprehensive income	$	67,295	$	26,950	$	66,112	$	73,270	Comprehensive income	$	53,616	$	67,295	$	165,015	$	66,112

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

Table of Contents

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


		Nine Months Ended					Nine Months Ended
		September 30,					September 30,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	95,505	$	73,589	Net income	$	154,254	$	95,505
Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:					Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	Depreciation and amortization	221,497		223,328		Depreciation and amortization	215,206		221,497
Allowance for doubtful accounts	Allowance for doubtful accounts	10,441		(745)		Allowance for doubtful accounts	7,186		10,441
Amortization of deferred financing costs and debt discount	Amortization of deferred financing costs and debt discount	2,688		2,908		Amortization of deferred financing costs and debt discount	2,718		2,688
Accretion of environmental liabilities	Accretion of environmental liabilities	8,149		7,624		Accretion of environmental liabilities	8,625		8,149
Changes in environmental liability estimates	Changes in environmental liability estimates	9,050		(585)		Changes in environmental liability estimates	341		9,050
Deferred income taxes	Deferred income taxes	0		(973)		Deferred income taxes	5,202		—
Other expense (income), net		597		(1,992)
Other expense, net						Other expense, net	2,509		597
Stock-based compensation	Stock-based compensation	12,739		14,664		Stock-based compensation	12,786		12,739
Loss on sale of businesses	Loss on sale of businesses	3,376		0		Loss on sale of businesses	—		3,376
Loss on early extinguishment of debt		0		6,119

Environmental expenditures	Environmental expenditures	(8,816)		(12,804)		Environmental expenditures	(12,223)		(8,816)
Changes in assets and liabilities, net of acquisitions:	Changes in assets and liabilities, net of acquisitions:					Changes in assets and liabilities, net of acquisitions:
Accounts receivable and unbilled accounts receivable	Accounts receivable and unbilled accounts receivable	23,969		(31,408)		Accounts receivable and unbilled accounts receivable	(113,601)		23,969
Inventories and supplies	Inventories and supplies	(9,554)		(11,982)		Inventories and supplies	(12,882)		(9,554)
Other current and non-current assets	Other current and non-current assets	(19,320)		(5,425)		Other current and non-current assets	(10,785)		(19,320)
Accounts payable	Accounts payable	(63,898)		3,035		Accounts payable	86,974		(63,898)
Other current and long-term liabilities	Other current and long-term liabilities	31,009		19,322		Other current and long-term liabilities	21,916		31,009
Net cash from operating activities	Net cash from operating activities	317,432		284,675		Net cash from operating activities	368,226		317,432
Cash flows used in investing activities:	Cash flows used in investing activities:					Cash flows used in investing activities:
Additions to property, plant and equipment	Additions to property, plant and equipment	(150,357)		(174,533)		Additions to property, plant and equipment	(146,654)		(150,357)
Proceeds from sale and disposal of fixed assets	Proceeds from sale and disposal of fixed assets	7,307		8,948		Proceeds from sale and disposal of fixed assets	16,424		7,307
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(8,839)		(29,479)		Acquisitions, net of cash acquired	(22,819)		(8,839)
Proceeds from sale of businesses, net of transactional costs	Proceeds from sale of businesses, net of transactional costs	7,712		0		Proceeds from sale of businesses, net of transactional costs	—		7,712
Additions to intangible assets including costs to obtain or renew permits	Additions to intangible assets including costs to obtain or renew permits	(1,863)		(2,896)		Additions to intangible assets including costs to obtain or renew permits	(2,659)		(1,863)
Proceeds from sale of available-for-sale securities	Proceeds from sale of available-for-sale securities	39,141		41,612		Proceeds from sale of available-for-sale securities	83,226		39,141
Purchases of available-for-sale securities	Purchases of available-for-sale securities	(53,397)		(30,761)		Purchases of available-for-sale securities	(96,785)		(53,397)
Net cash used in investing activities	Net cash used in investing activities	(160,296)		(187,109)		Net cash used in investing activities	(169,267)		(160,296)
Cash flows used in financing activities:	Cash flows used in financing activities:					Cash flows used in financing activities:
Change in uncashed checks	Change in uncashed checks	381		(3,516)		Change in uncashed checks	(4,323)		381
Tax payments related to withholdings on vested restricted stock	Tax payments related to withholdings on vested restricted stock	(4,407)		(5,505)		Tax payments related to withholdings on vested restricted stock	(7,383)		(4,407)
Repurchases of common stock	Repurchases of common stock	(39,542)		(16,390)		Repurchases of common stock	(48,409)		(39,542)
Deferred financing costs paid	Deferred financing costs paid	0		(10,053)		Deferred financing costs paid	(150)		—
Premiums paid on early extinguishment of debt		0		(2,689)

Payments on finance leases	Payments on finance leases	(2,755)		(327)		Payments on finance leases	(5,845)		(2,755)
Principal payments on debt	Principal payments on debt	(5,652)		(850,652)		Principal payments on debt	(5,652)		(5,652)
Issuance of unsecured senior notes		0		845,000

Borrowing from revolving credit facility	Borrowing from revolving credit facility	150,000		0		Borrowing from revolving credit facility	—		150,000
Payment on revolving credit facility	Payment on revolving credit facility	(150,000)		0		Payment on revolving credit facility	—		(150,000)
Net cash used in financing activities	Net cash used in financing activities	(51,975)		(44,132)		Net cash used in financing activities	(71,762)		(51,975)
Effect of exchange rate change on cash	Effect of exchange rate change on cash	(1,446)		2,292		Effect of exchange rate change on cash	365		(1,446)
Increase in cash and cash equivalents	Increase in cash and cash equivalents	103,715		55,726		Increase in cash and cash equivalents	127,562		103,715
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	371,991		226,507		Cash and cash equivalents, beginning of period	519,101		371,991
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	475,706	$	282,233	Cash and cash equivalents, end of period	$	646,663	$	475,706
Supplemental information:	Supplemental information:					Supplemental information:
Cash payments for interest and income taxes:	Cash payments for interest and income taxes:					Cash payments for interest and income taxes:
Interest paid	Interest paid	$	66,000	$	52,440	Interest paid	$	61,807	$	66,000
Income taxes paid, net of refunds	Income taxes paid, net of refunds	14,195		23,797		Income taxes paid, net of refunds	48,202		14,195
Non-cash investing activities:	Non-cash investing activities:					Non-cash investing activities:
Property, plant and equipment accrued	Property, plant and equipment accrued	11,732		14,875		Property, plant and equipment accrued	11,561		11,732
ROU assets obtained in exchange for operating lease liabilities	ROU assets obtained in exchange for operating lease liabilities	19,993		8,008		ROU assets obtained in exchange for operating lease liabilities	18,528		19,993
ROU assets obtained in exchange for finance lease liabilities	ROU assets obtained in exchange for finance lease liabilities	28,333		31,011		ROU assets obtained in exchange for finance lease liabilities	18,704		28,333

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

Table of Contents

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)


		Common Stock						Accumulated Other Comprehensive Loss										Common Stock								Accumulated Other Comprehensive Loss
		Number of Shares	$0.01 Par Value		Additional Paid-in Capital					Accumulated Earnings			Total Stockholders’ Equity			Number of Shares			$0.01 Par Value			Additional Paid-in Capital			Accumulated Other Comprehensive Loss					Total Stockholders’ Equity
Balance at January 1, 2020		55,798	$	558		$	644,412	$	(210,051)		$	834,894		$	1,269,813
Net income		—	—			—		—			11,572			11,572
Other comprehensive loss		—	—			—		(59,306)			—			(59,306)
Stock-based compensation		—	—			3,291		—			—			3,291
Issuance of common stock for restricted share vesting, net of employee tax withholdings		59	1			(2,225)		—			—			(2,224)
Repurchases of common stock		(302)	(3)			(17,338)		—			—			(17,341)
Balance at March 31, 2020		55,555	556			628,140		(269,357)			846,466			1,205,805
Balance at January 1, 2021																	Balance at January 1, 2021	54,773		$	548		$	582,749				$	(211,477)			$	969,731			$	1,341,551
Net income	Net income	—	—			—		—			29,023			29,023			Net income	—		—			—			—				21,736				21,736
Other comprehensive income	Other comprehensive income	—	—			—		17,528			—			17,528			Other comprehensive income	—		—			—			11,948				—				11,948
Stock-based compensation	Stock-based compensation	—	—			2,786		—			—			2,786			Stock-based compensation	—		—			3,480			—				—				3,480
Issuance of common stock for restricted share vesting, net of employee tax withholdings	Issuance of common stock for restricted share vesting, net of employee tax withholdings	58	—			(1,171)		—			—			(1,171)			Issuance of common stock for restricted share vesting, net of employee tax withholdings	78		1			(3,720)			—				—				(3,719)
Balance at June 30, 2020		55,613	556			629,755		(251,829)			875,489			1,253,971
Repurchases of common stock																	Repurchases of common stock	(300)		(3)			(26,543)			—				—				(26,546)
Balance at March 31, 2021																	Balance at March 31, 2021	54,551		546			555,966			(199,529)				991,467				1,348,450
Net income	Net income	—	—			—		—			54,910			54,910			Net income	—		—			—			—				67,075				67,075
Other comprehensive income	Other comprehensive income	—	—			—		12,385			—			12,385			Other comprehensive income	—		—			—			10,640				—				10,640
Stock-based compensation																	Stock-based compensation	—		—			3,305			—				—				3,305
Issuance of common stock for restricted share vesting, net of employee tax withholdings																	Issuance of common stock for restricted share vesting, net of employee tax withholdings	42		—			(1,020)			—				—				(1,020)
Repurchases of common stock																	Repurchases of common stock	(200)		(2)			(18,861)			—				—				(18,863)
Balance at June 30, 2021																	Balance at June 30, 2021	54,393		544			539,390			(188,889)				1,058,542				1,409,587
Net income																	Net income	—		—			—			—				65,443				65,443
Other comprehensive loss																	Other comprehensive loss	—		—			—			(11,827)				—				(11,827)
Stock-based compensation	Stock-based compensation	—	—			6,662		—			—			6,662			Stock-based compensation	—		—			6,001			—				—				6,001
Issuance of common stock for restricted share vesting, net of employee tax withholdings	Issuance of common stock for restricted share vesting, net of employee tax withholdings	35	—			(1,012)		—			—			(1,012)			Issuance of common stock for restricted share vesting, net of employee tax withholdings	50		—			(2,644)			—				—				(2,644)
Repurchases of common stock	Repurchases of common stock	(402)	(4)			(22,197)		—			—			(22,201)			Repurchases of common stock	(33)		—			(3,000)			—				—				(3,000)

Balance at September 30, 2020		55,246	$	552		$	613,208	$	(239,444)		$	930,399		$	1,304,715
Balance at September 30, 2021																	Balance at September 30, 2021	54,410		$	544		$	539,747		$	(200,716)			$	1,123,985			$	1,463,560

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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

(in thousands)


		Common Stock						Accumulated Other Comprehensive Loss										Common Stock								Accumulated Other Comprehensive Loss
		Number of Shares	$0.01 Par Value		Additional Paid-in Capital					Accumulated Earnings			Total Stockholders’ Equity			Number of Shares			$0.01 Par Value			Additional Paid-in Capital			Accumulated Other Comprehensive Loss					Total Stockholders’ Equity
Balance at January 1, 2019		55,847	$	558		$	655,415	$	(223,371)		$	737,154		$	1,169,756
Balance at January 1, 2020																	Balance at January 1, 2020	55,798		$	558		$	644,412				$	(210,051)			$	834,894			$	1,269,813

Net income																	Net income	—		—			—			—				11,572				11,572
Other comprehensive loss																	Other comprehensive loss	—		—			—			(59,306)				—				(59,306)
Stock-based compensation																	Stock-based compensation	—		—			3,291			—				—				3,291
Issuance of common stock for restricted share vesting, net of employee tax withholdings																	Issuance of common stock for restricted share vesting, net of employee tax withholdings	59		1			(2,225)			—				—				(2,224)
Repurchases of common stock																	Repurchases of common stock	(302)		(3)			(17,338)			—				—				(17,341)
Balance at March 31, 2020																	Balance at March 31, 2020	55,555		556			628,140			(269,357)				846,466				1,205,805

Net income	Net income	—	—			—		—			976			976			Net income	—		—			—			—				29,023				29,023
Other comprehensive income	Other comprehensive income	—	—			—		4,024			—			4,024			Other comprehensive income	—		—			—			17,528				—				17,528
Stock-based compensation	Stock-based compensation	—	—			5,809		—			—			5,809			Stock-based compensation	—		—			2,786			—				—				2,786
Issuance of common stock for restricted share vesting, net of employee tax withholdings	Issuance of common stock for restricted share vesting, net of employee tax withholdings	78	1			(2,277)		—			—			(2,276)			Issuance of common stock for restricted share vesting, net of employee tax withholdings	58		—			(1,171)			—				—				(1,171)
Repurchases of common stock		(97)	(1)			(6,323)		—			—			(6,324)
Balance at March 31, 2019		55,828	558			652,624		(219,347)			738,130			1,171,965

Balance at June 30, 2020																	Balance at June 30, 2020	55,613		556			629,755			(251,829)				875,489				1,253,971
Net income	Net income	—	—			—		—			36,244			36,244			Net income	—		—			—			—				54,910				54,910
Other comprehensive income	Other comprehensive income	—	—			—		5,076			—			5,076			Other comprehensive income	—		—			—			12,385				—				12,385
Stock-based compensation		—	—			3,834		—			—			3,834
Issuance of common stock for restricted share vesting, net of employee tax withholdings		105	1			(2,705)		—			—			(2,704)
Repurchases of common stock		(74)	—			(4,948)		—			—			(4,948)
Balance at June 30, 2019		55,859	559			648,805		(214,271)			774,374			1,209,467
Net income		—	—			—		—			36,369			36,369
Other comprehensive loss		—	—			—		(9,419)			—			(9,419)
Stock-based compensation	Stock-based compensation	—	—			5,021		—			—			5,021			Stock-based compensation	—		—			6,662			—				—				6,662
Issuance of common stock for restricted share vesting, net of employee tax withholdings	Issuance of common stock for restricted share vesting, net of employee tax withholdings	17	—			(525)		—			—			(525)			Issuance of common stock for restricted share vesting, net of employee tax withholdings	35		—			(1,012)			—				—				(1,012)
Repurchases of common stock	Repurchases of common stock	(68)	(1)			(5,117)		—			—			(5,118)			Repurchases of common stock	(402)		(4)			(22,197)			—				—				(22,201)

Balance at September 30, 2019		55,808	$	558		$	648,184	$	(223,690)		$	810,743		$	1,235,795
Balance at September 30, 2020																	Balance at September 30, 2020	55,246		$	552		$	613,208		$	(239,444)			$	930,399			$	1,304,715

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,” the “Company” or "we") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “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's consolidated interim financial statements and accompanying 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 conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

~~A novel strain of coronavirus ("COVID-19") was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11,~~ 2020. As a result of the outbreak, many companies have experienced disruptions in their operations, workforce and markets served, including a significant reduction in the demand for petroleum-based products. The Company's businesses and operations began being adversely impacted by effects of COVID-19 in March of 2020 when circumstances surrounding and responses to the pandemic, including stay-at-home orders, began to materialize in North America. These disruptions have had a significant impact on the Company's operating results since then, and the Company expects that operations will continue to be impacted. The full extent of the ongoing COVID-19 outbreak and changes in demand for oil and the impact on the Company’s operations is uncertain. A prolonged disruption could have a material adverse impact on financial results and business operations of the Company.

In response to the COVID-19 outbreak, the Company has seen increased demand in emergency response decontamination services related to the coronavirus. In particular, the Company is addressing the safety of its customers and communities by providing contagion decontamination services. In conducting these services, employee safety is paramount and the Company has been able to provide appropriate personal protective equipment and support to those performing these services.

(2) SIGNIFICANT ACCOUNTING POLICIES

The Company's significant accounting policies are described in Note 2, "Significant Accounting Policies," in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. There have been no material changes in these policies or their application except for the changes described below.

~~Landfill Accounting~~Changes in Operating Segments

~~Landfill capacity -~~ During the first ~~nine months~~quarter of ~~2020,~~2021, the Company ~~has taken actions~~reorganized its Safety-Kleen business. The collection services for waste oil, used oil filters, antifreeze and related items and bulk blended oil sales operations were combined with the Safety-Kleen Oil business to ~~begin~~form the ~~closure of one~~Safety-Kleen Sustainability Solutions business. Under this structure, Safety-Kleen Sustainability Solutions will encompass both sides of the ~~Company's commercial landfill sites.~~spread the Company manages in its re-refinery business, and the Company expects this change to drive additional growth in its sustainable lubricant products and related services.

Concurrently with this change, the Company consolidated the Safety-Kleen Environmental branches' core offerings, including containerized waste, parts washer and vacuum services, into the legacy Clean Harbors Environmental Services sales and service operations. The ~~planned closure will nominally reduce~~Company expects this change to foster enhanced cross-selling opportunities within the environmental businesses and increase market presence with small quantity generators of hazardous waste.

In restructuring the operations of the Company in this manner, the information that the chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed to conform to this new operating structure of the business and the Company reevaluated the identification of its operating segments. In accordance with ASC 280, Segment Reporting, Environmental Services and Safety-Kleen Sustainability Solutions are the Company's ~~remaining highly probable airspace.~~operating segments and reportable segments starting in the first quarter of 2021,with the operations not managed through the Company's operating segments described above continuing to be recorded as Corporate Items. See Note ~~9, "Closure and Post-Closure Liabilities,"~~17, "Segment Reporting" for ~~additional~~more information.

~~Government Grants~~

~~During~~ The amounts presented for the three and nine months ended September 30, 2020 and any segment information presented as of December 31, 2020 have been recast to reflect the ~~Company~~impact of such changes. In addition, certain intercompany transactions previously recorded ~~benefits of $13.3 million and $36.7 million, respectively, as an offset~~in Corporate Items have been allocated to the ~~related operating expenses in either cost~~segments. These reclassifications and adjustments had no effect on the consolidated statements of ~~revenues~~operations, consolidated statements of comprehensive income (loss), consolidated statements of cash flows or ~~selling, general and administrative expenses~~consolidated statements of stockholders' equity for any of the ~~eligible employee retention credit under the CARES Act and the subsidy under CEWS. The benefits received under these government sponsored programs do not require repayment.~~periods presented.

(3) REVENUES

The Company generates revenues through its Environmental Services and Safety-Kleen Sustainability Solutions operating segments. The Company's Environmental Services operating segment ~~generally~~ has ~~the following three~~4 sources of ~~revenue:~~revenue and the Safety-Kleen Sustainability Solutions operating segment has 2 sources of revenue.

Technical Services—Technical Services contribute to the revenues of the Environmental Services operating segment. 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

~~Table of Contents~~

and disposal of waste. 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 customer and include prices based upon units of volume of waste and transportation and other fees. Collection and transportation revenues are recognized

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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.~~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 a landfill or incineration, or when the waste is shipped to a third party for processing and disposal. The Company 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 each based on the relative standalone selling price (i.e., the estimated price that a customer would pay for the services on a standalone basis). Revenues and the related costs from waste that is not yet completely processed and disposed ~~and the related costs~~of are deferred. The deferred revenues and costs are recognized when the ~~related~~ services are completed. The period between collection and transportation and the final processing and disposal ranges depending on the location of the customer, but generally is measured in days.

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 municipalities and utilities, or other locations on a scheduled or emergency response basis. Services include confined space entry for tank cleaning, site decontamination, large remediation projects, demolition, spill cleanup on land and water, railcar cleaning, product recovery and transfer and vacuum services. Additional services include filtration and water treatment services. Response services for environmental, contamination or pandemic related emergencies include any scale from man-made disasters such as oil spills to natural disasters such as ~~hurricanes. More~~hurricanes and more recently, ~~demand has increased for~~ projects involving contagion disinfection, decontamination and disposal services in response to the COVID-19 pandemic. 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 service 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.

Industrial Services and Other—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, mines, upgraders, chemical plants, pulp and paper mills, manufacturing facilities, power generation facilities and other industrial customers throughout North America. Services include in-plant cleaning and maintenance services, plant outage and turnaround services, ~~decoking and pigging,~~specialty cleaning services including chemical cleaning and high and ultra-high pressure water cleaning, ~~pipeline inspection and coating services, large tank and surface impoundment cleaning, oilfield transport,~~ daylighting, production services and upstream energy ~~services, such as exploration and drilling for industrial oil and gas customers.~~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 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 Company's Safety-Kleen operating segment generally has the following two sources of revenue:~~

Safety-Kleen Environmental Services—Safety-Kleen Environmental Services revenues ~~are generated~~contribute both to the Environmental Services operating segment and the Safety-Kleen Sustainability Solutions operating segment depending upon the nature of such revenues and operating responsibilities relative to satisfying the related performance obligations. Revenues from providing ~~parts washer services,~~ containerized waste handling and disposal services, ~~oil collection~~parts washer services and vacuum services, ~~direct~~referred to collectively as the Safety-Kleen Environmental core service offerings, contribute to the revenues of the Environmental Services operating segment. In addition, 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 ~~product sales.~~sales of bulk automotive fluids contribute to the Safety-Kleen Sustainability Solutions operating segment.

Generally, the service related revenue 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 right to payment for performance completed to date. The duration of 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. ~~Other products~~Related collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services ~~include sale of complementary supply products including automotive fluids~~as they are being performed and ~~shop supplies and other environmental services.~~the Company has a right to payment for performance completed to date. Parts washer services include customer use of our 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. ~~Collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits~~

Table 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. Product revenue is recognized upon the transfer of control whereby control transfers when the products are delivered to the customer.Contents

Safety-Kleen Oil—~~Revenues from~~ Safety-Kleen Oil revenues contribute to the revenues of the Safety-Kleen Sustainability Solutions 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

~~Table of Contents~~

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.

Disaggregation of Revenue

We disaggregate the Company's third party revenues by geographic location and source of revenue as we believe these categories depict how revenue and cash flows are affected by economic factors (in thousands):


		For the Three Months Ended September 30, 2020									For the Three Months Ended September 30, 2021
		Environmental Services		Safety-Kleen		Corporate		Total			Environmental Services		Safety-Kleen Sustainability Solutions		Corporate		Total
Primary Geographical Markets	Primary Geographical Markets									Primary Geographical Markets
United States	United States	$	409,787	$	257,048	$	(186)	$	666,649	United States	$	632,755	$	185,096	$	59	$	817,910
Canada	Canada	88,396		24,041		258		112,695		Canada	111,076		22,493		—		133,569
Total third-party revenues	Total third-party revenues	$	498,183	$	281,089	$	72	$	779,344	Total third-party revenues	$	743,831	$	207,589	$	59	$	951,479

Sources of Revenue ~~(1)~~	Sources of Revenue ~~(1)~~									Sources of Revenue ~~(1)~~
Technical Services	Technical Services	$	257,612	$	0	$	0	$	257,612	Technical Services	$	308,158	$	—	$	—	$	308,158
Field and Emergency Response Services	Field and Emergency Response Services	115,989		0		0		115,989		Field and Emergency Response Services	116,677		—		—		116,677
Industrial Services and Other	Industrial Services and Other	124,582		0		72		124,654		Industrial Services and Other	154,977		—		59		155,036
Safety-Kleen Environmental Services	Safety-Kleen Environmental Services	0		203,455		0		203,455		Safety-Kleen Environmental Services	164,019		39,551		—		203,570
Safety-Kleen Oil	Safety-Kleen Oil	0		77,634		0		77,634		Safety-Kleen Oil	—		168,038		—		168,038
Total third-party revenues	Total third-party revenues	$	498,183	$	281,089	$	72	$	779,344	Total third-party revenues	$	743,831	$	207,589	$	59	$	951,479

For the Three Months Ended September 30, 2019
Environmental Services Safety-Kleen Corporate Total
Primary Geographical Markets
United States $ 450,638 $ 313,979 $ (265) $ 764,352
Canada 99,484 27,438 394 127,316
Total third-party revenues $ 550,122 $ 341,417 $ 129 $ 891,668
Sources of Revenue (1)
Technical Services $ 292,506 $ 0 $ 0 $ 292,506
Field and Emergency Response Services 95,546 0 0 95,546
Industrial Services and Other (2)
162,070 0 129 162,199
Safety-Kleen Environmental Services 0 217,439 0 217,439
Safety-Kleen Oil 0 123,978 0 123,978
Total third-party revenues $ 550,122 $ 341,417 $ 129 $ 891,668


		For the Nine Months Ended September 30, 2020									For the Three Months Ended September 30, 2020
		Environmental Services		Safety-Kleen		Corporate		Total			Environmental Services		Safety-Kleen Sustainability Solutions		Corporate		Total
Primary Geographical Markets	Primary Geographical Markets									Primary Geographical Markets
United States	United States	$	1,253,252	$	791,919	$	(648)	$	2,044,523	United States	$	554,050	$	112,785	$	(186)	$	666,649
Canada	Canada	237,389		65,129		866		303,384		Canada	97,639		14,798		258		112,695
Total third-party revenues	Total third-party revenues	$	1,490,641	$	857,048	$	218	$	2,347,907	Total third-party revenues	$	651,689	$	127,583	$	72	$	779,344

Sources of Revenue ~~(1)~~	Sources of Revenue ~~(1)~~									Sources of Revenue ~~(1)~~
Technical Services	Technical Services	$	774,814	$	0	$	0	$	774,814	Technical Services	$	257,612	$	—	$	—	$	257,612
Field and Emergency Response Services	Field and Emergency Response Services	349,254		0		0		349,254		Field and Emergency Response Services	115,989		—		—		115,989
Industrial Services and Other	Industrial Services and Other	366,573		0		218		366,791		Industrial Services and Other	124,582		—		72		124,654
Safety-Kleen Environmental Services	Safety-Kleen Environmental Services	0		612,808		0		612,808		Safety-Kleen Environmental Services	153,506		49,949		—		203,455
Safety-Kleen Oil	Safety-Kleen Oil	0		244,240		0		244,240		Safety-Kleen Oil	—		77,634		—		77,634
Total third-party revenues	Total third-party revenues	$	1,490,641	$	857,048	$	218	$	2,347,907	Total third-party revenues	$	651,689	$	127,583	$	72	$	779,344

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		For the Nine Months Ended September 30, 2019									For the Nine Months Ended September 30, 2021
		Environmental Services		Safety-Kleen		Corporate		Total			Environmental Services		Safety-Kleen Sustainability Solutions		Corporate		Total
Primary Geographical Markets	Primary Geographical Markets									Primary Geographical Markets
United States	United States	$	1,270,556	$	917,240	$	531	$	2,188,327	United States	$	1,824,848	$	504,302	$	217	$	2,329,367
Canada	Canada	279,558		72,906		394		352,858		Canada	295,008		61,710		—		356,718
Total third-party revenues	Total third-party revenues	$	1,550,114	$	990,146	$	925	$	2,541,185	Total third-party revenues	$	2,119,856	$	566,012	$	217	$	2,686,085

Sources of Revenue ~~(1)~~	Sources of Revenue ~~(1)~~									Sources of Revenue ~~(1)~~
Technical Services	Technical Services	$	820,333	$	0	$	0	$	820,333	Technical Services	$	887,063	$	—	$	—	$	887,063
Field and Emergency Response Services	Field and Emergency Response Services	253,894		0		0		253,894		Field and Emergency Response Services	328,831		—		—		328,831
Industrial Services and Other ~~(2)~~	Industrial Services and Other ~~(2)~~	475,887		0		925		476,812		Industrial Services and Other ~~(2)~~	425,154		—		217		425,371

Safety-Kleen Environmental Services	Safety-Kleen Environmental Services	0		640,956		0		640,956		Safety-Kleen Environmental Services	478,808		118,982		—		597,790
Safety-Kleen Oil	Safety-Kleen Oil	0		349,190		0		349,190		Safety-Kleen Oil	—		447,030		—		447,030
Total third-party revenues	Total third-party revenues	$	1,550,114	$	990,146	$	925	$	2,541,185	Total third-party revenues	$	2,119,856	$	566,012	$	217	$	2,686,085

~~________________~~

(1) All revenue except oil and oil product sales within Safety-Kleen Oil and product sales within Safety-Kleen Environmental Services, which include various automotive related fluids, shop supplies and direct blended oil sales, are recognized over time. Safety-Kleen Oil and Safety-Kleen Environmental Services product sales are recognized at a point in time.

(2) Third-party revenues previously reported as Oil, Gas and Lodging Services of $30.2 million and Other of $0.1 million for the three months ended September 30, 2019, respectively, and $91.9 million and $0.9 million, respectively for the nine months ended September 30, 2019, are now disclosed within Industrial Services and Other based on relative materiality to the business.


	For the Nine Months Ended September 30, 2020
	Environmental Services		Safety-Kleen Sustainability Solutions		Corporate		Total
Primary Geographical Markets
United States	$	1,704,945	$	340,226	$	(648)	$	2,044,523
Canada	264,500		38,018		866		303,384
Total third-party revenues	$	1,969,445	$	378,244	$	218	$	2,347,907

Sources of Revenue
Technical Services	$	774,814	$	—	$	—	$	774,814
Field and Emergency Response Services	349,254		—		—		349,254
Industrial Services and Other	366,573		—		218		366,791
Safety-Kleen Environmental Services	478,804		134,004		—		612,808
Safety-Kleen Oil	—		244,240		—		244,240
Total third-party revenues	$	1,969,445	$	378,244	$	218	$	2,347,907

Contract Balances


(in thousands)	(in thousands)	September 30, 2020		December 31, 2019		(in thousands)	September 30, 2021		December 31, 2020
Receivables	Receivables	$	602,069	$	644,738	Receivables	$	703,199	$	611,534
Contract assets (unbilled receivables)	Contract assets (unbilled receivables)	59,438		56,326		Contract assets (unbilled receivables)	69,912		55,681
Contract liabilities (deferred revenue)	Contract liabilities (deferred revenue)	67,412		73,370		Contract liabilities (deferred revenue)	86,589		74,066

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. Contract assets 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 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 were generally fully recognized in the subsequent three-month period.

(4) BUSINESS COMBINATIONS

2021 Acquisitions

On March 27, 2021, the Company acquired a privately-owned business for $22.8 million cash consideration. The acquired company increases the Safety-Kleen Sustainability Solutions segment's network within the south central United States. In connection with this acquisition, a preliminary goodwill amount of $15.9 million was recognized.

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On October 8, 2021, the Company completed its previously announced proposed acquisition of LJ Energy Services Intermediate Holding Corp. and its subsidiaries (collectively, “HydroChemPSC”), a privately owned company. HydroChemPSC is a leading U.S. provider of industrial cleaning, specialty maintenance and utilities services with annual revenues of $715.3 million in 2020. The acquired operations, including more than 4,500 employees, over 240 service locations and a fleet of specialized vehicles and equipment, will enhance the Company's Environmental Services Segment. The Company paid an all-cash purchase price for HydroChemPSC of approximately $1.24 billion, subject to customary adjustments (e.g. working capital). The Company financed the purchase with the net proceeds of $983.0 million from the Company’s issuance of $1.0 billion of term loans on October 8, 2021. The remainder of the purchase price was funded through existing cash. See Note 11, "Financing Arrangements" for additional information regarding the issuance of the term loans.

The acquisition of HydroChemPSC will be accounted for as a business combination and will be included in the Company's consolidated financial statements starting in periods after October 8, 2021. The allocation of the purchase price is incomplete due to the timing of the completion of the acquisition. Any excess of the purchase price over the fair value of the underlying tangible and identifiable intangible assets acquired and liabilities assumed will be recognized as goodwill. The Company believes that any goodwill recognized is primarily attributable to anticipated synergies, assembled workforce and new market opportunities that Clean Harbors believes will result from acquiring the operations of HydroChemPSC. Goodwill attributable to the acquisition of HydroChemPSC is preliminarily anticipated to range from 40% - 50% of the purchase price and is not expected to be deductible for tax purposes.

On June 29, 2021, the Company signed a definitive agreement with Vertex Energy, Inc. ("Vertex") to acquire certain assets related to Vertex's used motor oil collection and re-refinery business in an all-cash transaction for $140.0 million, subject to working capital and other adjustments. The Company intends to fund the acquisition with available cash. The acquisition will include re-refineries in Marrero, Louisiana and Columbus, Ohio and service locations throughout the Midwest and Gulf Coast, as well as certain associated equipment and an assembled workforce. The acquisition was approved by Vertex shareholders on September 28, 2021; however, the transaction remains subject to approval by U.S. regulators and other customary closing conditions and is currently anticipated to close in 2022. The acquisition will expand the Safety-Kleen Sustainability Solutions segment's oil re-refining capacity and collection and distribution network.

2020 Acquisition

On April 17, 2020, the Company acquired a privately-owned business for $8.8 million cash consideration. The acquired company expands the Safety-Kleen Sustainability Solutions segment's oil re-refining operations to the northeast United States. In connection with this acquisition, a ~~preliminary~~ goodwill amount of $1.4 million was recognized.

~~2019 Acquisitions~~

On May 31, 2019, the Company acquired a privately-owned business for $14.8 million cash consideration. The acquired company expands the environmental services and hazardous materials management services of the Company and is included in the Environmental Services segment. In connection with this acquisition, a goodwill amount of $7.4 million was recognized.

On March 1, 2019, the Company acquired certain assets of a privately-owned business for $10.4 million cash consideration. The acquired business complements the Safety-Kleen segment's core service offerings, such as used motor oil collection, parts washers, oil filter recycling and vacuum services. In connection with this acquisition, a goodwill amount of $5.2 million was recognized.

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(5) INVENTORIES AND SUPPLIES

Inventories and supplies consisted of the following (in thousands):


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
Oil and oil related products	Oil and oil related products	$	77,808	$	75,408	Oil and oil related products	$	88,044	$	76,209
Supplies and drums		119,157		115,128
Supplies						Supplies	119,953		120,007
Solvent and solutions	Solvent and solutions	10,290		9,973		Solvent and solutions	7,620		8,812

Other	Other	13,629		14,235		Other	13,065		15,470
Total inventories and supplies	Total inventories and supplies	$	220,884	$	214,744	Total inventories and supplies	$	228,682	$	220,498

Supplies ~~and drums consist~~consists primarily of ~~drums and containers used in providing the Company's products and services,~~ critical spare parts to support the Company's incinerator and re-refinery operations, ~~and~~ personal protective ~~equipment.~~equipment and other general supplies used in our normal day-to-day operations. Other inventories ~~consisted~~consists primarily of parts washer components, cleaning fluids, absorbents and automotive fluids, such as windshield washer fluid and antifreeze.

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(6) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in thousands):


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
Land	Land	$	139,184	$	131,023	Land	$	150,257	$	139,776
Asset retirement costs (non-landfill)	Asset retirement costs (non-landfill)	16,185		15,924		Asset retirement costs (non-landfill)	17,921		16,407
Landfill assets	Landfill assets	185,678		182,276		Landfill assets	200,545		191,687
Buildings and improvements (1)	Buildings and improvements (1)	502,507		499,159		Buildings and improvements (1)	524,397		509,804
Camp equipment	Camp equipment	154,427		158,277		Camp equipment	132,477		159,021
Vehicles (2)	Vehicles (2)	819,583		785,056		Vehicles (2)	864,808		844,026
Equipment (3)	Equipment (3)	1,798,792		1,779,366		Equipment (3)	1,821,327		1,807,235
Furniture and fixtures	Furniture and fixtures	6,920		6,054		Furniture and fixtures	6,838		7,082
Construction in progress	Construction in progress	20,928		36,679		Construction in progress	63,522		24,378
		3,644,204		3,593,814			3,782,092		3,699,416
Less - accumulated depreciation and amortization	Less - accumulated depreciation and amortization	2,104,871		2,005,663		Less - accumulated depreciation and amortization	2,273,736		2,174,118
Total property, plant and equipment, net	Total property, plant and equipment, net	$	1,539,333	$	1,588,151	Total property, plant and equipment, net	$	1,508,356	$	1,525,298

________________

(1) Balances inclusive of gross right-of-use ("ROU") assets classified as finance leases of ~~$8.0~~$8.9 million ~~and $31.0 million, respectively.~~in both periods.

(2) Balances inclusive of gross ROU assets classified as finance leases of ~~$43.8~~$65.9 million and ~~$2.4~~$47.2 million, respectively.

(3) ~~September 30, 2020 balance~~Balances inclusive of gross ROU assets classified as finance leases of ~~$9.1~~$9.3 million. in both periods.

Depreciation expense, inclusive of landfill and finance lease amortization, was $63.9 million and $192.3 million for the three and nine months ended September 30, 2021, respectively. Depreciation expense, inclusive of landfill and finance lease amortization, was $64.9 million and $193.9 million for the three and nine months ended September 30, 2020, respectively. ~~Depreciation expense, inclusive of landfill and finance lease amortization, was $65.3 million and $196.7 million for the three and nine months ended September 30, 2019, respectively.~~

~~Table of Contents~~

(7) GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in goodwill by segment for the nine months ended September 30, ~~2020~~2021 were as follows (in thousands):

Environmental Services Safety-Kleen Totals
Balance at January 1, 2020 $ 212,531 $ 312,482 $ 525,013
Increase from current period acquisition 0 1,440 1,440
Measurement period adjustments from prior period acquisitions 23 0 23
Decrease from disposition of businesses (674) 0 (674)
Foreign currency translation (741) (800) (1,541)
Balance at September 30, 2020 $ 211,139 $ 313,122 $ 524,261


	Environmental Services		Safety-Kleen Sustainability Solutions		Totals
Balance at January 1, 2021	$	401,918	$	125,105	$	527,023
Increase from current period acquisition	—		15,860		15,860


Foreign currency translation	107		38		145
Balance at September 30, 2021	$	402,025	$	141,003	$	543,028

The ~~Company assesses goodwill for impairment on an annual basis as of December 31 or at an interim date when events or changes~~balances in the ~~business environment ("triggering events") would more likely than not reduce~~table above have been recast to reflect the ~~fair value~~Company's segment change in the first quarter of 2021. As discussed in Note 17, "Segment Reporting," as a ~~reporting unit below its carrying value. During the period ended September 30, 2020,~~result of operational and managerial changes, the Company ~~considered~~changed its operating segments in accordance with ASC 280, Segment Reporting. In addition, the ~~effects of COVID-19 and evolving changes in demand and pricing for oil, but~~Company concluded that, ~~there were no triggering events requiring an~~for purposes of reviewing for potential goodwill impairment, ~~assessment. This conclusion was based on a qualitative analysis incorporating~~it now has 3 reporting units. The Environmental Services operating segment has 2 reporting units consisting of (i) Environmental Sales and Service which includes the ~~significant excess fair value that previously existed in each~~legacy Environmental Sales and Service reporting unit and certain operations previously included within Safety-Kleen Environmental Services including the core service offerings of containerized waste, parts washer and vacuum services and (ii) ~~assessing~~Environmental Facilities, unchanged from prior year. The Safety-Kleen Sustainability Solutions operating segment is a single reporting unit which includes the ~~current~~legacy Safety-Kleen Oil reporting unit and ~~long-term performance~~the remaining operations of the ~~Company given the expectation that these negative effects on the operations and cash flows of each~~legacy Safety-Kleen Environmental Services reporting unit ~~arising from COVID-19 related disruptions will be short-lived.~~

~~The Company continues to evaluate the impact~~primarily consisting of ~~macroeconomic conditions including, but not limited to, the impact of the COVID-19 pandemic on the Company, customers~~collection services for waste oil, anti-freeze and ~~the greater economy~~used oil filters as well as the ~~impact on trends~~sale of bulk blended re-refined oil ~~demand. If these macroeconomic conditions are protracted or result in significant changes in demand for our products~~ and ~~services,~~other automotive related finished fluid products. The Company allocated goodwill to the newly identified reporting units using a relative fair value approach. In addition, the Company completed an assessment of any potential goodwill impairment ~~might be identified~~for all reporting units immediately prior and subsequent to the ~~amount might be material.~~reallocation and determined that no impairment existed.

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As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company's intangible assets consisted of the following (in thousands):


		September 30, 2020						December 31, 2019						September 30, 2021						December 31, 2020
		Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net				Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Permits	Permits	$	182,478	$	92,725	$	89,753	$	184,235	$	87,228	$	97,007		Permits	$	186,334	$	100,553	$	85,781	$	183,766	$	95,033	$	88,733
Customer and supplier relationships	Customer and supplier relationships	388,862		213,700		175,162		401,696		207,884		193,812			Customer and supplier relationships	361,438		207,497		153,941		382,083		211,895		170,188
Other intangible assets	Other intangible assets	38,153		33,334		4,819		38,331		33,018		5,313			Other intangible assets	20,388		16,795		3,593		39,287		34,744		4,543
Total amortizable permits and other intangible assets	Total amortizable permits and other intangible assets	609,493		339,759		269,734		624,262		328,130		296,132			Total amortizable permits and other intangible assets	568,160		324,845		243,315		605,136		341,672		263,464
Trademarks and trade names	Trademarks and trade names	122,667		—		122,667		122,934		—		122,934			Trademarks and trade names	123,182		—		123,182		123,156		—		123,156
Total permits and other intangible assets	Total permits and other intangible assets	$	732,160	$	339,759	$	392,401	$	747,196	$	328,130	$	419,066		Total permits and other intangible assets	$	691,342	$	324,845	$	366,497	$	728,292	$	341,672	$	386,620

Amortization expense of permits, customer and supplier relationships and other intangible assets was $7.6 million and $22.9 million in the three and nine months ended September 30, 2021, respectively. Amortization expense of permits, customer and supplier relationships and other intangible assets was $9.6 million and $27.6 million in the three and nine months ended September 30, 2020, respectively. ~~Amortization expense of~~The gross cost and accumulated amortization decreases in total amortizable permits and other intangible assets ~~was $8.4~~are attributable to writing off fully amortized intangible assets with a cost of $39.7 million ~~and $26.6 million in~~during the ~~three and~~ nine months ended September 30, ~~2019, respectively.~~2021.

The expected amortization of the net carrying amount of finite-lived intangible assets at September 30, ~~2020~~2021 was as follows (in thousands):


Years Ending December 31,	Years Ending December 31,	Expected Amortization		Years Ending December 31,	Expected Amortization
2020 (three months)		$	7,841
2021		29,997
2021 (three months)				2021 (three months)	$	7,526
2022	2022	29,742		2022	30,002
2023	2023	25,482		2023	25,674
2024	2024	23,997		2024	24,180
2025				2025	23,208
Thereafter	Thereafter	152,675		Thereafter	132,725
		$	269,734		$	243,315

(8) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Accrued insurance	$	80,072	$	77,514
Accrued interest	9,281		19,697
Accrued compensation and benefits	94,256		81,437
Accrued income, real estate, sales and other taxes	29,629		25,843
Interest rate swap liability	23,496		33,630
Accrued other	62,693		57,702
	$	299,427	$	295,823

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~~(8) ACCRUED EXPENSES~~

~~Accrued expenses consisted of the following (in thousands):~~

September 30, 2020 December 31, 2019
Accrued insurance $ 77,985 $ 74,376
Accrued interest 9,179 21,222
Accrued compensation and benefits 60,784 72,473
Accrued income, real estate, sales and other taxes 54,677 35,749
Interest rate swap liability 36,649 20,840
Accrued other 53,926 51,880
$ 293,200 $ 276,540

(9) CLOSURE AND POST-CLOSURE LIABILITIES

The changes to closure and post-closure liabilities (also referred to as “asset retirement obligations”) from January 1, ~~2020~~2021 through September 30, ~~2020~~2021 were as follows (in thousands):


		Landfill Retirement Liability		Non-Landfill Retirement Liability		Total			Landfill Retirement Liability		Non-Landfill Retirement Liability		Total
Balance at January 1, 2020		$	39,401	$	36,250	$	75,651
Balance at January 1, 2021								Balance at January 1, 2021	$	48,412	$	39,514	$	87,926
Liabilities assumed in acquisitions	Liabilities assumed in acquisitions	0		265		265		Liabilities assumed in acquisitions	—		451		451

New asset retirement obligations	New asset retirement obligations	1,643		0		1,643		New asset retirement obligations	1,979		—		1,979

Accretion	Accretion	2,373		2,516		4,889		Accretion	2,600		2,744		5,344
Changes in estimates recorded to statement of operations		4,503		(14)		4,489
Changes in estimates recorded to balance sheet		179		15		194
Changes in estimates recorded to consolidated statement of operations								Changes in estimates recorded to consolidated statement of operations	35		291		326
Changes in estimates recorded to consolidated balance sheet								Changes in estimates recorded to consolidated balance sheet	668		1,226		1,894
Expenditures	Expenditures	(2,116)		(622)		(2,738)		Expenditures	(4,420)		(461)		(4,881)
Currency translation and other	Currency translation and other	(133)		(44)		(177)		Currency translation and other	—		(11)		(11)
Balance at September 30, 2020		$	45,850	$	38,366	$	84,216
Balance at September 30, 2021								Balance at September 30, 2021	$	49,274	$	43,754	$	93,028

During the first nine months of 2020, the Company has taken actions to begin the closure of one of its commercial landfill sites resulting in a $4.5 million increase to the related closure and post-closure liability. The remaining 10 landfill facilities remain active as of September 30, 2020. In the nine months ended September 30, ~~2020, other than this charge,~~2021, there were no significant charges (benefits) resulting from changes in estimates for closure and post-closure liabilities.

New asset retirement obligations incurred during the first nine months of ~~2020~~2021 were discounted at the credit-adjusted risk-free rate of ~~5.60%~~4.84%.

(10) REMEDIAL LIABILITIES

The changes to remedial liabilities from January 1, ~~2020~~2021 through September 30, ~~2020~~2021 were as follows (in thousands):


		Remedial Liabilities for Landfill Sites		Remedial Liabilities for Inactive Sites		Remedial Liabilities (Including Superfund) for Non-Landfill Operations		Total			Remedial Liabilities for Landfill Sites		Remedial Liabilities for Inactive Sites		Remedial Liabilities (Including Superfund) for Non-Landfill Operations		Total
Balance at January 1, 2020		$	1,851	$	61,991	$	50,331	$	114,173
Balance at January 1, 2021										Balance at January 1, 2021	$	1,865	$	63,060	$	49,888	$	114,813

Accretion	Accretion	67		1,914		1,279		3,260		Accretion	67		1,955		1,259		3,281
Changes in estimates recorded to statement of operations		(14)		3,023		1,552		4,561
Changes in estimates recorded to consolidated statement of operations										Changes in estimates recorded to consolidated statement of operations	(22)		358		(321)		15
Expenditures	Expenditures	(46)		(3,278)		(2,754)		(6,078)		Expenditures	(37)		(3,963)		(3,342)		(7,342)
Currency translation and other	Currency translation and other	0		(912)		563		(349)		Currency translation and other	—		(821)		870		49
Balance at September 30, 2020		$	1,858	$	62,738	$	50,971	$	115,567
Balance at September 30, 2021										Balance at September 30, 2021	$	1,873	$	60,589	$	48,354	$	110,816

In the nine months ended September 30, 2020, the Company increased its remedial liabilities for an inactive site by $3.3 million and increased its remedial liabilities for a Superfund site by $1.8 million due to changes in the estimates of the related liabilities. These changes in estimates were triggered by the receipts of updated regulatory approval requirements for remediation. Other than these charges,2021, there were no significant (benefits) charges ~~(benefits)~~ resulting from changes in estimates for remedial liabilities.

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(11) FINANCING ARRANGEMENTS

The following table is a summary of the Company’s financing arrangements (in thousands):

Current Obligations: September 30, 2020 December 31, 2019
Secured senior term loans ("Term Loans") $ 7,535 $ 7,535
Long-Term Obligations:
Secured senior Term Loans due June 30, 2024 $ 721,510 $ 727,162
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
Long-term obligations, at par $ 1,566,510 $ 1,572,162
Unamortized debt issuance costs and premium, net (15,754) (18,046)
Long-term obligations, at carrying value $ 1,550,756 $ 1,554,116


Current Debt:	September 30, 2021		December 31, 2020
Secured senior term loans	$	7,535	$	7,535

Long-Term Debt:
Secured senior term loans due June 30, 2024 ("2024 Term Loans")	$	713,975	$	719,626
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
Long-term debt, at par	$	1,558,975	$	1,564,626
Unamortized debt issuance costs and premium, net	(12,691)		(14,985)
Long-term debt, at carrying value	$	1,546,284	$	1,549,641

Financing Activities

As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the estimated fair value of the Company’s outstanding long-term ~~obligations,~~debt, including the current portion, was $1.6 billion. The Company’s estimates of fair value of its long-term ~~obligations,~~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 quotations or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities.

The Company maintains a $400.0 million revolving credit ~~facility. On March 31, 2020,~~facility under which the Company ~~drew down $150.0 million on the revolving credit facility in response to the uncertainty surrounding the COVID-19 global pandemic. The Company repaid $75.0 million~~had no outstanding loan balances as of ~~that borrowing on June 29, 2020,~~September 30, 2021 and ~~the remaining $75.0 million on July 28,~~December 31, 2020. As of September 30, ~~2020,~~2021, the Company had ~~$249.1~~$288.5 million available to borrow under the revolving credit facility and outstanding letters of credit were ~~$123.5~~$111.5 million. ~~At December 31, 2019, $229.2 million was available to borrow and outstanding letters of~~This credit ~~were $146.9 million.~~facility will expire in October 2025.

On October ~~28, 2020,~~8, 2021, the Company, and substantially all of the Company’s domestic subsidiaries as guarantors, entered into ~~an amended~~Incremental Facility Amendment No. 2 to the Company’s existing Credit Agreement dated as of June 30, 2017 (the “Term Loan Agreement”). Incremental Facility Amendment No. 2 provides for a new class and ~~restated credit agreement for its revolving credit facility. Under~~series of Term Loans (the “2028 Term Loans”) in the ~~amended~~aggregate principal amount of $1.0 billion. Proceeds from the issuance of the 2028 Term Loans were $983.0 million, after debt discount and ~~restated agreement,~~debt issuance costs and were used to fund the ~~terms~~acquisition of HydroChemPSC on October 8, 2021. The 2028 Term Loans are ~~substantially~~in addition to the ~~same as~~aggregate of $721.5 million of 2024 Term Loans which were at September 30, 2021 and are also outstanding under the ~~prior agreement, but~~Term Loan Agreement and which will mature on June 30, 2024. The 2028 Term Loans will mature on October 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 ~~facility termination date has been extended~~Company engages in certain repricing transactions before May 9, 2022, in which event a 1.0% prepayment premium would be due. The Company’s obligations under the Term Loan Agreement with respect to ~~October 28, 2025,~~both the 2024 Term Loans and the 2028 Term Loans are guaranteed by all of the Company’s domestic restricted subsidiaries and secured by liens on substantially all of the assets of the Company and the guarantors.

The 2028 Term Loans under the Term Loan Agreement bear interest, at the Company’s election, at either of the following rates: (a) the sum of the Eurodollar Rate (as defined in the Term Loan Agreement) plus 2.00%, or (b) the sum of the Base Rate (as defined in the Term Loan Agreement) plus 1.00%, with the Eurodollar Rate being subject to ~~certain conditions.~~a floor of 0.00% and the Base Rate being subject to a floor of 1.00%.

Cash Flow Hedges

The Company’s strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements. Although the interest ~~rate~~rates on the 2024 Term Loans isand the 2028 Term Loans are variable, the Company has effectively fixed the interest rate on $350.0 million aggregate principal amount of the 2024 Term Loans outstanding by entering into interest rate swap agreements in 2018 with a notional amount of $350.0 million. Under the terms of the interest rate swap agreements, the Company receives interest based on the one-month LIBOR index and pays interest at a weighted average annual interest rate of 2.92%, resulting in an effective annual interest rate of 4.67%. The interest rate swap agreements terminate in 2024.

The Company recognizes derivative instruments as either assets or liabilities on the balance sheet at fair value. No ineffectiveness has been identified on these swaps and, therefore, all unrealized changes in fair value are recorded in accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the statement of operations in the same period or periods during which the hedged transaction affects earnings.

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As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company has recorded ~~an interest rate swap~~a derivative liability with a fair value of ~~$36.6~~$23.5 million and ~~$20.8~~$33.6 million, respectively, within accrued expenses and other current liabilities in connection with these cash flow hedges.

The fair value of the interest rate swaps is calculated using discounted cash flow valuation methodologies based upon the one-month LIBOR yield curves that are observable at commonly quoted intervals for the full term of the interest rate swaps and as such is considered a Level 2 measure according to the fair value hierarchy.

(12) 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

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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, ~~2020~~2021 was 24.8% and 26.3%, compared to 20.0% and 27.0%~~, compared to 32.8% and 35.1%~~, respectively, for the comparable periods in ~~2019.~~2020.

As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had recorded ~~$5.2~~$5.4 million and ~~$6.4~~$5.5 million, respectively, of gross liabilities for unrecognized tax benefits and ~~$1.9~~$2.2 million and ~~$1.7~~$2.1 million, respectively, of accrued interest. ~~The Company released $1.1 million of uncertain tax positions in the three months ended September 30, 2020.~~

The Internal Revenue Service ("IRS") completed its examination of the Company’s tax years 2014-2016 and the Joint Committee on Taxation completed its review and took no exception. No material adjustments were made to the previously filed returns as a result of this process. In the third quarter of 2020, the Company received a refund of $7.7 million associated with the amended returns for these tax years.

(13) EARNINGS PER SHARE

The following are computations of basic and diluted earnings per share (in thousands, except per share amounts):


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Numerator for basic and diluted earnings per share:	Numerator for basic and diluted earnings per share:									Numerator for basic and diluted earnings per share:
Net income	Net income	$	54,910	$	36,369	$	95,505	$	73,589	Net income	$	65,443	$	54,910	$	154,254	$	95,505

Denominator:	Denominator:									Denominator:
Basic shares outstanding	Basic shares outstanding	55,592		55,850		55,646		55,858		Basic shares outstanding	54,411		55,592		54,553		55,646
Dilutive effect of outstanding stock awards	Dilutive effect of outstanding stock awards	146		315		186		251		Dilutive effect of outstanding stock awards	296		146		309		186
Dilutive shares outstanding	Dilutive shares outstanding	55,738		56,165		55,832		56,109		Dilutive shares outstanding	54,707		55,738		54,862		55,832

Basic earnings per share:	Basic earnings per share:	$	0.99	$	0.65	$	1.72	$	1.32	Basic earnings per share:	$	1.20	$	0.99	$	2.83	$	1.72

Diluted earnings per share:	Diluted earnings per share:	$	0.99	$	0.65	$	1.71	$	1.31	Diluted earnings per share:	$	1.20	$	0.99	$	2.81	$	1.71

For the three months ended September 30, ~~2020~~2021 and September 30, ~~2019,~~2020, all then outstanding performance awards and restricted stock awards were included in the calculation of diluted earnings per share except for ~~235,806~~67,019 and ~~147,075,~~235,806, respectively, of performance stock awards for which the performance criteria were not attained at the ~~time~~reporting dates and ~~16,183~~38,250 and ~~3,567,~~16,183, respectively, of restricted stock awards which were excluded as their inclusion would have an antidilutive effect.

For the nine months ended September 30, ~~2020~~2021 and September 30, ~~2019,~~2020, all then outstanding performance awards and restricted stock awards were included in the calculation of diluted earnings per share except for ~~235,806~~67,019 and ~~147,075,~~235,806, respectively, of performance stock awards for which the performance criteria were not attained at the ~~time~~reporting dates and ~~14,516~~39,750 and ~~14,223,~~14,516, respectively, of restricted stock awards which were excluded as their inclusion would have an antidilutive effect.

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(14) ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component and related tax impacts for the nine months ended September 30, ~~2020~~2021 were as follows (in thousands):

Foreign Currency Translation Unrealized Gains (Losses) on Available-For-Sale Securities Unrealized Loss on Interest Rate Hedge Unfunded Pension Liability Total
Balance at January 1, 2020 $ (187,795) $ 143 $ (20,839) $ (1,560) $ (210,051)
Other comprehensive (loss) income before reclassifications and tax impacts (15,044) 141 (21,505) 0 (36,408)
Amounts reclassified out of accumulated other comprehensive loss 0 0 5,696 0 5,696
Tax gain (loss) 1,349 (30) 0 0 1,319
Other comprehensive (loss) income, net of tax (13,695) 111 (15,809) 0 (29,393)
Balance at September 30, 2020 $ (201,490) $ 254 $ (36,648) $ (1,560) $ (239,444)


	Foreign Currency Translation		Unrealized Gains (Losses) on Available-For-Sale Securities		Unrealized (Losses) Gains on Interest Rate Hedge		Unrealized Losses on Unfunded Pension Liability		Total
Balance at January 1, 2021	$	(176,234)	$	135	$	(33,629)	$	(1,749)	$	(211,477)
Other comprehensive income (loss) before reclassifications	767		(177)		2,660		—		3,250
Amounts reclassified out of accumulated other comprehensive loss	—		—		7,474		—		7,474
Tax benefit	—		37		—		—		37
Other comprehensive income (loss)	767		(140)		10,134		—		10,761
Balance at September 30, 2021	$	(175,467)	$	(5)	$	(23,495)	$	(1,749)	$	(200,716)

The amount reclassified out of accumulated other comprehensive loss into the consolidated statement of operations, with presentation location, during the three and nine months ended September 30, ~~2020~~2021 was as follows (in thousands):

Other Comprehensive Income (Loss) Components For the Three Months Ended September 30, 2020 For the Nine Months Ended September 30, 2020 Location
Unrealized loss on interest rate hedge $ (2,468) $ (5,696) Interest expense, net of interest income


Other Comprehensive Income (Loss) Component	For the Three Months Ended September 30, 2021		For the Nine Months Ended September 30, 2021		Location

Unrealized losses on interest rate hedge	$	(2,532)	$	(7,474)	Interest expense, net of interest income

(15) STOCK-BASED COMPENSATION

On June 3, 2020, our shareholders approved the Clean Harbor's Inc. 2020 Stock Incentive Plan (the "2020 Plan"), which became effective on that date. The 2020 Plan provides for future awards of up to 2.5 million shares of the Company’s common stock (subject to certain anti-dilution adjustments) in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The 2020 Plan is administered by the Compensation Committee of the Company’s Board of Directors. The Company's previous stock incentive plan (the "2010 Plan") expired on May 10, 2020. In connection with the adoption of the 2020 Plan, no further awards will be made under the 2010 Plan.

Total stock-based compensation cost charged to selling, general and administrative expenses for the three and nine months ended September 30, ~~2020~~2021 was ~~$6.7~~$6.0 million and ~~$12.7~~$12.8 million, respectively. Total stock-based compensation cost charged to selling, general and administrative expenses for the three and nine months ended September 30, ~~2019~~2020 was ~~$5.0~~$6.7 million and ~~$14.7~~$12.7 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense for the three and nine months ended September 30, 2021 was $1.3 million and $2.8 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense for the three and nine months ended September 30, 2020 was $1.7 million and $2.9 million, respectively. The total income tax benefit recognized in the consolidated statements of operations from stock-based compensation expense for the three and nine months ended September 30, 2019 was $1.0 million and $2.8 million, respectively.

Restricted Stock Awards

The following table summarizes information about restricted stock awards for the nine months ended September 30, ~~2020:~~2021:


Restricted Stock	Restricted Stock	Number of Shares	Weighted Average Grant-Date Fair Value		Restricted Stock	Number of Shares	Weighted Average Grant-Date Fair Value
Balance at January 1, 2020		522,597	$	59.57
Balance at January 1, 2021					Balance at January 1, 2021	493,879	$	59.74
Granted	Granted	205,548	58.54		Granted	174,225	93.95
Vested	Vested	(199,476)	57.59		Vested	(181,651)	57.68
Forfeited	Forfeited	(38,515)	58.81		Forfeited	(39,091)	61.75
Balance at September 30, 2020		490,154	60.01
Balance at September 30, 2021					Balance at September 30, 2021	447,362	73.72

As of September 30, ~~2020,~~2021, there was ~~$22.0~~$26.3 million of total unrecognized compensation cost arising from restricted stock awards. This cost is expected to be recognized over a weighted average period of ~~2.8 years~~.3.0 years. The total fair value of restricted stock vested during the three and nine months ended September 30, 2021 was $7.4 million and $16.3 million, respectively. The total fair value of restricted stock vested during the three and nine months ended September 30, 2020 was $3.1 million and $12.8 million, respectively. ~~The total fair~~

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~~value of restricted stock vested during the three and nine months ended September 30, 2019 was $4.2 million and $15.3 million, respectively.~~

Performance Stock Awards

Performance stock awards are subject to performance criteria established by the Compensation Committee of the Company's Board of Directors prior to or at the date of grant. The vesting of the performance stock awards is based on achieving targets ~~typically~~currently based on revenue, Adjusted EBITDA, ~~margin,~~Adjusted EBITDA Margin, Adjusted Free Cash Flow, Return on Invested Capital and Total Recordable Incident Rate. In addition, performance stock awards include continued service conditions.

The following table summarizes information about performance stock awards for the nine months ended September 30, ~~2020:~~2021:


Performance Stock	Performance Stock	Number of Shares	Weighted Average Grant-Date Fair Value		Performance Stock	Number of Shares	Weighted Average Grant-Date Fair Value
Balance at January 1, 2020		204,553	$	64.78
Balance at January 1, 2021					Balance at January 1, 2021	254,449	$	61.75
Granted	Granted	161,610	58.30		Granted	134,931	92.92
Vested	Vested	(23,222)	55.75		Vested	(71,815)	62.27
Forfeited	Forfeited	(16,330)	64.59		Forfeited	(26,191)	64.47
Balance at September 30, 2020		326,611	62.22
Balance at September 30, 2021					Balance at September 30, 2021	291,374	75.81

As of September 30, ~~2020,~~2021, there was ~~$5.7~~$10.0 million of total unrecognized compensation cost arising from unvested performance stock awards deemed probable of vesting. ~~NaN~~No performance awards vested during the three months ended September 30, ~~2020~~2021 and September 30, ~~2019.~~2020. The total fair value of performance awards vested during the nine months ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020 was ~~$1.3~~$6.4 million and ~~$2.9~~$1.3 million, respectively.

(16) 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 governmental 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-party sites”) to which either the Company or the prior owners of certain of the Company’s facilities shipped waste.

At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had recorded reserves of ~~$29.9~~$30.4 million and ~~$26.0~~$29.8 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. In management's opinion, it is not reasonably possible that the potential liability beyond what has been recorded, if any, that may result from these actions, either individually or collectively, will have a material effect on our financial position, results of 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, ~~2020~~2021 and December 31, ~~2019,~~2020, the ~~$29.9~~$30.4 million and ~~$26.0~~$29.8 million, respectively, of reserves consisted of (i) ~~$24.1~~$23.2 million and ~~$18.4~~$24.0 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) ~~$5.8~~$7.2 million and ~~$7.6~~$5.8 million, respectively, primarily related to federal, state and provincial enforcement actions, which were included in accrued expenses and other current liabilities on the consolidated balance sheets.

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~~Legal and Administrative Proceedings~~

As of September 30, ~~2020,~~2021, the Company's principal legal and administrative proceedings ~~in which the Company was involved, or which had been terminated during 2020,~~ were as follows:

Ville Mercier. In September 2002, 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 2 permits to dump organic liquids into lagoons on the property to a company unrelated to the Mercier Subsidiary. In 1999, Ville Mercier and 3 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 (CAD) in general damages and $10.0 million (CAD) 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 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, results of operations or cash flows.

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, ~~2020~~2021 were as follows:

Product Liability Cases. Safety-Kleen has been named as a defendant in various lawsuits that are currently pending in various courts and jurisdictions throughout the United States, including approximately 69 proceedings (excluding cases which have been settled but not formally dismissed) as of September 30, ~~2020,~~2021, wherein persons claim personal injury resulting from the use of Safety-Kleen's parts washer equipment or cleaning products. These proceedings typically involve allegations that the solvent used in Safety-Kleen's parts washer equipment contains contaminants and/or that Safety-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 adequately warn the product user of potential risks, including a historic failure to warn that solvent contains trace amounts of toxic or hazardous substances such as benzene.

The 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. The Company also believes that these claims lack merit and has historically vigorously defended, and intends to continue to vigorously defend, itself and the safety of its products against all these claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Consequently, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of September 30, ~~2020.~~2021. From January 1, ~~2020~~2021 to September 30, ~~2020, 10~~2021, 12 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 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

The Company has been notified that either the Company ~~(which, since December 28, 2012, includes Safety-Kleen)~~ or the prior owners of certain of the Company's facilities for which the Company may have certain indemnification obligations have been identified as potentially responsible parties ("PRPs") or potential PRPs in connection with ~~130~~131 sites which are subject to or are proposed to become subject to proceedings under federal or state Superfund laws. Of the ~~130~~131 Superfund related sites, 56 (including the BR Facility described below) involve facilities that are now owned or leased by the Company and 125 involve third-party sites to which either the Company or the prior owners of certain of the Company’s facilities shipped wastes. Of the 125 third-party sites, 3130 are now settled, 15 are currently requiring expenditures on remediation and 7980 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

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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's facilities to contribute a portion of the cleanup costs, the assumptions that must be

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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 liability could exceed ~~$100,000~~$1.0 million at 93 of the ~~125 third-party~~131 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 U.S. Environmental Protection Agency ("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. In 2018, the Company completed performing corrective actions at the BR Facility under an order issued by the Louisiana Department of Environmental Quality and has also completed conducting the remedial investigation feasibility study for Devil's Swamp under the order issued by the EPA at which point the feasibility study, with several remedial alternatives, was submitted to the EPA for review. During ~~the quarter ended September 30,~~ 2020, the EPA signed a Record of Decision which ~~defines~~defined the remediation alternative selected and approved by the ~~EPA. Based upon this Record of Decision,~~EPA and in return, the Company increased the estimated remedial liability for this inactive site by $3.3 million. ~~As of September 30, 2020, the Company has recorded the best estimate of the costs to execute upon this remediation alternative.~~ Changes in the natural landscape and/or new information identified during the remediation could impact this ~~estimate,~~estimate; however, any such changes are not expected to have a future material effect on the Company's financial position, liquidity or results of operation.

Third-Party Sites. Of the 125 third-party Superfund sites at which the Company has been notified it is a PRP or potential PRP or may have indemnification obligations, ~~Clean Harbors~~the Company has an indemnification agreement at 11a total of these sites with ChemWaste, a former subsidiary of Waste Management, Inc., and at 6 additional of these third-party sites, Safety-Kleen has a similar indemnification agreement with McKesson Corporation.18 sites. These agreements indemnify the Company (which now includes Safety-Kleen) with respect to any liability at the 1718 sites for waste disposed prior to the Company's (or Safety-Kleen's) acquisition of the former subsidiaries of Waste Management, McKesson and ~~McKesson~~one other entity which had shipped wastes to those sites. Accordingly, ~~Waste Management or McKesson~~the indemnifying parties are paying all costs of defending those subsidiaries in those 1718 cases, including legal fees and settlement costs. However, there can be no guarantee that the Company'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 the indemnification agreements which the Company holds from ChemWaste, McKesson and ~~two~~one other ~~entities,~~entity, the Company does not have an indemnity agreement with respect to any of the 125 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, ~~2020 and December 31, 2019,~~2021 there ~~were 11 and 12 proceedings, respectively,~~was 1 proceeding for which the Company reasonably believes that the sanctions could equal or exceed ~~$100,000.~~$1.0 million, and none as of December 31, 2020. The Company believes that the fines or other penalties in these or any of the other regulatory proceedings will not, individually or in the aggregate, ~~not~~ have a material effect on its financial condition, results of operations or cash flows.

~~Self-Insurance Liabilities~~

Under the Company's insurance programs, coverage is obtained for catastrophic exposures, as well as those risks required to be insured by law or contract. The Company's policy is to retain a significant portion of certain expected losses related to employee medical, workers' compensation, comprehensive general liability and vehicle liability. A portion of these self-insured liabilities are managed through its wholly-owned captive insurance subsidiary. Provisions for losses expected under these programs are recorded based upon the Company's estimates of the aggregate liability for claims. We maintain umbrella insurance to limit our exposure to certain catastrophic claim costs, including general liability and vehicle claim costs. For the policy year starting in the fourth quarter of 2020, the Company changed the umbrella policy terms to include a $5.0 million annual aggregate self-insured corridor retention.

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(17) SEGMENT REPORTING

Segment reporting is prepared on the same basis that the Company's chief executive officer, who is the Company's chief operating decision maker, manages the business, makes operating decisions and assesses performance. As described in the "Changes in Operating Segments" section of Note 2, "Significant Accounting Policies," during the first quarter of 2021, certain of the Company's businesses undertook a reorganization which included changes to the underlying business and management structures. The Company's chief operating decision maker also requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance so that the information would align with the new operating structure of the business. Due to these changes the Company reassessed its operating segment conclusions in the first quarter of 2021 which resulted in a change in the operating segments. The Company ~~is managed and reports as 2 operating segments~~; ~~(i)~~consolidated the core services of Safety-Kleen Environmental Services into its Environmental Services segment, eliminated its Safety-Kleen segment and ~~(ii)~~created the Safety-Kleen Sustainability Solutions segment. In addition, certain intercompany transactions previously recorded as Corporate Items have been allocated to the segments. All the historical balances presented below have been recast to reflect the impact of these changes.

Third-party revenue is revenue billed to outside customers by a particular segment. Direct revenues 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. Transactions between the segments are accounted for at the Company’s best estimate based on similar transactions with

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outside customers. The intersegment revenues are shown net. The operations not managed through the Company’s operating segments described above are recorded as “Corporate Items.”

The following table reconciles third-party revenues to direct revenues for the three and nine months ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020 (in thousands):


		For the Three Months Ended September 30, 2020								For the Three Months Ended September 30, 2019									For the Three Months Ended September 30, 2021				For the Three Months Ended September 30, 2020
		Third-party revenues		Intersegment revenues, net		Corporate Items, net		Direct revenues		Third-party revenues		Intersegment revenues, net		Corporate Items, net		Direct revenues			Third-party revenues		Intersegment revenues, net		Direct revenues		Third-party revenues		Intersegment revenues, net		Direct revenues
Environmental Services	Environmental Services	$	498,183	$	29,448	$	339	$	527,970	$	550,122	$	35,274	$	1,476	$	586,872	Environmental Services	$	743,831	$	1,802	$	745,633	$	651,689	$	(1,129)	$	650,560
Safety-Kleen		281,089		(29,448)		(1)		251,640		341,417		(35,274)		2		306,145
Safety-Kleen Sustainability Solutions																		Safety-Kleen Sustainability Solutions	207,589		(1,802)		205,787		127,583		1,129		128,712
Corporate Items	Corporate Items	72		—		(338)		(266)		129		—		(1,478)		(1,349)		Corporate Items	59		—		59		72		—		72
Total	Total	$	779,344	$	—	$	—	$	779,344	$	891,668	$	—	$	—	$	891,668	Total	$	951,479	$	—	$	951,479	$	779,344	$	—	$	779,344


		For the Nine Months Ended September 30, 2020								For the Nine Months Ended September 30, 2019									For the Nine Months Ended September 30, 2021				For the Nine Months Ended September 30, 2020
		Third-party revenues		Intersegment revenues, net		Corporate Items, net		Direct revenues		Third-party revenues		Intersegment revenues, net		Corporate Items, net		Direct revenues			Third-party revenues		Intersegment revenues, net		Direct revenues		Third-party revenues		Intersegment revenues, net		Direct revenues
Environmental Services	Environmental Services	$	1,490,641	$	97,782	$	2,823	$	1,591,246	$	1,550,114	$	105,555	$	3,301	$	1,658,970	Environmental Services	$	2,119,856	$	4,476	$	2,124,332	$	1,969,445	$	(1,099)	$	1,968,346
Safety-Kleen		857,048		(97,782)		142		759,408		990,146		(105,555)		15		884,606
Safety-Kleen Sustainability Solutions																		Safety-Kleen Sustainability Solutions	566,012		(4,476)		561,536		378,244		1,099		379,343
Corporate Items	Corporate Items	218		—		(2,965)		(2,747)		925		—		(3,316)		(2,391)		Corporate Items	217		—		217		218		—		218
Total	Total	$	2,347,907	$	—	$	—	$	2,347,907	$	2,541,185	$	—	$	—	$	2,541,185	Total	$	2,686,085	$	—	$	2,686,085	$	2,347,907	$	—	$	2,347,907

The primary financial measure by which the Company evaluates the performance of its segments is "Adjusted EBITDA," which consists of net income plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net interest expense, loss on early extinguishment of debt, provision for income taxes and excludes other gains, losses or non-cash charges not deemed representative of fundamental segment results and other expense, ~~(income),~~ net. ~~Transactions between~~Beginning in the ~~segments~~first quarter of 2021, we revised our calculation of reported Adjusted EBITDA to add stock-based compensation, a non-cash item, to other charges which are ~~accounted~~added back to net income determined in accordance with generally accepted accounting principles ("GAAP") for atpurposes of calculating Adjusted EBITDA. The amount added back each period matches the ~~Company’s best estimate based~~line item for stock-based compensation as recorded on ~~similar transactions with outside customers.~~the consolidated statements of cash flows. All relevant prior period Adjusted EBITDA amounts were recast to provide comparative information.

The following table presents Adjusted EBITDA information used by management by reported segment (in thousands):


		For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Adjusted EBITDA:	Adjusted EBITDA:									Adjusted EBITDA:
Environmental Services	Environmental Services	$	140,854	$	121,658	$	387,851	$	329,036	Environmental Services	$	166,471	$	180,002	$	482,766	$	502,101
Safety-Kleen		68,761		81,326		176,498		215,578
Safety-Kleen Sustainability Solutions										Safety-Kleen Sustainability Solutions	70,810		29,613		165,756		62,248
Corporate Items	Corporate Items	(48,444)		(46,371)		(145,108)		(136,513)		Corporate Items	(52,197)		(41,782)		(146,216)		(132,369)
Total	Total	161,171		156,613		419,241		408,101		Total	185,084		167,833		502,306		431,980
Reconciliation to Consolidated Statements of Operations:	Reconciliation to Consolidated Statements of Operations:									Reconciliation to Consolidated Statements of Operations:
Accretion of environmental liabilities	Accretion of environmental liabilities	2,822		2,490		8,149		7,624		Accretion of environmental liabilities	2,799		2,822		8,625		8,149
Stock-based compensation										Stock-based compensation	6,001		6,662		12,786		12,739
Depreciation and amortization	Depreciation and amortization	74,470		73,756		221,497		223,328		Depreciation and amortization	71,451		74,470		215,206		221,497

Income from operations	Income from operations	83,879		80,367		189,595		177,149		Income from operations	104,833		83,879		265,689		189,595
Other (income) expense, net	Other (income) expense, net	(2,268)		427		597		(1,992)		Other (income) expense, net	(199)		(2,268)		2,509		597
Loss on early extinguishment of debt		0		6,119		0		6,119
Loss on sale of businesses	Loss on sale of businesses	118		0		3,376		0		Loss on sale of businesses	—		118		—		3,376

Interest expense, net of interest income	Interest expense, net of interest income	17,407		19,702		54,848		59,681		Interest expense, net of interest income	17,984		17,407		53,953		54,848
Income before provision for income taxes	Income before provision for income taxes	$	68,622	$	54,119	$	130,774	$	113,341	Income before provision for income taxes	$	87,048	$	68,622	$	209,227	$	130,774

2021

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The following table presents certain assets by reportable segment and in the aggregate (in thousands):


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
Property, plant and equipment, net:	Property, plant and equipment, net:					Property, plant and equipment, net:
Environmental Services	Environmental Services	$	890,262	$	939,352	Environmental Services	$	1,050,901	$	1,068,910
Safety-Kleen		559,178		555,310
Safety-Kleen Sustainability Solutions						Safety-Kleen Sustainability Solutions	363,857		366,160
Corporate Items	Corporate Items	89,893		93,489		Corporate Items	93,598		90,228
Total property, plant and equipment, net	Total property, plant and equipment, net	$	1,539,333	$	1,588,151	Total property, plant and equipment, net	$	1,508,356	$	1,525,298

Goodwill and Permits and other intangibles, net:	Goodwill and Permits and other intangibles, net:					Goodwill and Permits and other intangibles, net:
Environmental Services	Environmental Services					Environmental Services
Goodwill	Goodwill	$	211,139	$	212,531	Goodwill	$	402,025	$	401,918
Permits and other intangibles, net	Permits and other intangibles, net	80,535		89,722		Permits and other intangibles, net	217,188		228,237
Total Environmental Services	Total Environmental Services	291,674		302,253		Total Environmental Services	619,213		630,155

Safety-Kleen
Safety-Kleen Sustainability Solutions						Safety-Kleen Sustainability Solutions
Goodwill	Goodwill	$	313,122	$	312,482	Goodwill	$	141,003	$	125,105
Permits and other intangibles, net	Permits and other intangibles, net	311,866		329,344		Permits and other intangibles, net	149,309		158,383
Total Safety-Kleen		624,988		641,826
Total Safety-Kleen Sustainability Solutions						Total Safety-Kleen Sustainability Solutions	290,312		283,488

Total	Total	$	916,662	$	944,079	Total	$	909,525	$	913,643

The following table presents the total assets by geographical area (in thousands):


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
United States	United States	$	3,452,839	$	3,413,254	United States	$	3,629,056	$	3,447,811
Canada and other foreign	Canada and other foreign	653,348		695,650		Canada and other foreign	725,243		683,709
Total	Total	$	4,106,187	$	4,108,904	Total	$	4,354,299	$	4,131,520

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. Such statements may include, but are not limited to, statements about future financial and operating results, the Company's plans, objectives, 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, including, without limitation, the ~~risks~~impact of our acquisition of LJ Energy Services Intermediate Holding Corp. and ~~uncertainties surrounding Coronavirus ("COVID-19"~~its subsidiaries (collectively, “HydroChemPSC”) ~~and the related impact on our business,~~, and those items identified as "Risk Factors,” in this report under Item 1A and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February ~~26, 2020,~~24, 2021, and in other documents we file from time to time with the SEC. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Clean Harbors undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its filings with the SEC, which may be viewed in the "Investors" section of the Clean Harbors website.

Overview

We are North America’s leading provider of environmental and industrial services supporting our customers in finding environmentally responsible solutions to further their sustainability goals in today's world. Everywhere industry meets the environment, we strive to provide eco-friendly products and services that protect and restore North America's natural environment. We believe we operate, in the aggregate, the largest number of hazardous waste incinerators, landfills and treatment, storage and disposal facilities ("TSDFs") in North America. We serve a diverse customer base, including Fortune 500 companies, across the

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chemical, energy, manufacturing and additional markets, as well as numerous government agencies. These customers rely on us to deliver a broad range of services

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including but not limited to end-to-end hazardous waste management, emergency response, industrial cleaning and maintenance and recycling services. We believe we are also the largest re-refiner and recycler of used oil in North America and the largest provider of parts washer and related environmental services to commercial, industrial and automotive customers in North America.

During the first quarter of 2021, we reorganized our Safety-Kleen business. The collection services for waste oil, used oil filters, antifreeze and related items and bulk blended oil sales operations were combined with the Safety-Kleen Oil business to form the Safety-Kleen Sustainability Solutions business. Under this structure, Safety-Kleen Sustainability Solutions encompasses both sides of the spread we manage in our re-refinery business, and we expect this change to drive additional growth in our sustainable lubricant products and related services.

Concurrently with this change, we consolidated the Safety-Kleen Environmental branches' core offerings, including containerized waste, parts washer and vacuum services, into the legacy Clean Harbors Environmental Services sales and service operations. We expect this change to foster enhanced cross-selling opportunities within the environmental businesses and increase market presence with small quantity generators of hazardous waste.

In restructuring the operations of the Company in this manner, the information that the chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance was changed to conform to the new operating structure of the business. As a result, we reevaluated the identification of our operating segments and concluded that, starting in the first quarter of 2021, Environmental Services and Safety-Kleen Sustainability Solutions are our operating segments and reportable segments,with the operations not managed through the operating segments described above continuing to be reported as Corporate Items. The amounts presented for the three and nine months ended September 30, 2020 have been recast to reflect the impact of such changes.

Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA. Beginning in the first quarter of 2021, we revised our calculation of reported Adjusted EBITDA ~~as described more fully below.~~ to add back stock-based compensation, a non-cash item, to other charges which are added back to net income determined in accordance with generally accepted accounting principles ("GAAP"). See the "Adjusted EBITDA" section below for additional details regarding this change and our consideration of this metric. Prior period amounts have been recast to conform to this presentation.

The following is a discussion of how management evaluates its segments in regards to other factors including key performance indicators that management uses to assess the segments’ results, as well as certain macroeconomic trends and influences that impact each reportable segment:

•Environmental Services - Environmental Services segment results are predicated upon the demand by our customers for waste services, ~~directly attributable to~~ waste volumes generated by ~~them~~such services and project work for which waste handling and/or disposal is required. In managing the business and evaluating performance, management tracks the volumes and mix of waste handled and disposed of through our owned incinerators and landfills, as well as utilization of such incinerators, labor and billable hours and equipment among other key metrics. Levels of activity and ultimate performance associated with this segment can be impacted by several factors including overall U.S. GDP and U.S. industrial production, weather conditions, efficiency of our operations, technology, changing regulations, competition, market pricing of our services and the management of our related operating costs. Environmental Services results are also impacted by the demand for planned and unplanned industrial related cleaning and maintenance services at customer sites, environmental cleanup services on a scheduled or emergency basis, including response to national events such as major chemical spills, natural disasters, or other events where immediate and specialized services are required. As a result of the ~~recent COVID-19~~Coronavirus ("COVID-19") pandemic, the business ~~has also seen~~saw increased demand for response services relative to contagion disinfection, decontamination and ~~disposal.~~

•disposal in 2020 and into 2021. With the addition of the Safety-Kleen - ~~Safety-Kleen segment~~core service offerings, including containerized waste disposal, parts washer and vacuum services, the Environmental Services results are impacted by an array of core service and product offerings that serve to attract small quantity waste producers as customers and integrate them into the Clean Harbors waste network. Core service offerings include parts washer services, containerized waste services, vacuum services, used motor oil collection and contract blending and packaging services. Key performance indicators trackedfurther driven by the ~~Company relative to these services include the number~~volumes of ~~parts washer services performed and pricing and volume of used motor oil and~~ waste ~~collected. Results~~collected from these ~~services are primarily driven by~~customers, the overall number of parts washers placed at customer sites and ~~volumes of waste and used motor oil collected, as well as~~ the demand for and frequency of other offered services. ~~These factors~~In managing the business and evaluating performance, management tracks the volumes and mix of waste handled and disposed of or recycled, generally through our owned facilities, the utilization rates of our incinerators, equipment and workforce, including billable hours, and number of parts washer services performed, among 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 ~~marketplace, especially in~~automotive, chemical, manufacturing and other industrial markets, weather conditions, efficiency of our operations, utilization at our facilities, technology, changing regulations, competition, the ~~automotive~~mix and ~~manufacturing~~market pricing of our services and the management of our related ~~areas. The overall market price of~~operating costs.

•Safety-Kleen Sustainability Solutions - Safety-Kleen Sustainability Solutions segment results are impacted by our customers' demand for high-quality, environmentally responsible recycled oil products and ~~regulations that change the possible usage of used motor oil, including the International Maritime Organization's 2020 regulation, both impact the premium the segment can charge~~their demand for ~~used motor oil collections. In addition to its core~~our related service offerings and products. Safety-Kleen Sustainability Solutions offers high quality recycled base and blended oil products to end users including fleet customers, distributors and manufacturers of oil products. ~~Other~~Segment results are impacted by overall demand as well as product mix as it relates to these oil products. Segment results are also

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predicated on the demand for the Safety-Kleen Sustainability Solutions other product and service offerings ~~include~~including collection services for used oil, used oil filters and other automotive fluids. These fluid collections are used as feedstock in our oil re-refining to make our base and blended oil products and our recycled automotive related ~~fluids~~fluid products or are integrated into the Clean Harbors' recycling and ~~shop supplies. Relative to its oil related products,~~disposal network. In operating the business and evaluating performance, management tracks the ~~Company's~~ volumes and relative percentages of base and blended oil sales along with various pricing metrics associated with the commodity driven ~~marketplace. The segment’s results are significantly~~margin. Management also tracks the volumes and pricing of used oil and automotive fluid collections. Levels of activity and ultimate performance associated with this segment can be impacted by ~~overall market pricing~~economic conditions in the automotive services and ~~product mix associated with base~~manufacturing markets, efficiency of our operations, technology, weather conditions, changing regulations, competition and ~~blended oil products and, more specifically,~~ the ~~market prices~~management of ~~Group II base oils.~~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. ~~Our OilPlus~~® ~~closed loop initiative, which results in~~The overall market price of oil and regulations that change the ~~sale~~possible usage of ~~our renewable~~used oil, ~~products directly to our end customers, may also be impacted by changes in customer demand for high-quality, environmentally responsible recycled oil.~~

~~Impact of COVID-19~~

~~Corporate Response~~

~~In response~~including the International Maritime Organization's 2020 regulation ("IMO 2020") and other regulations related to the COVID-19 pandemic, the Company has created a dedicated crisis response team to proactively monitor and respond to Company and customer operations, implement plans to execute on opportunities of COVID-19 related decontamination services and enhance health and safety measures for all our employees as well as customers to which we have provided these services.

Health and safety is our #1 priority. Our commitment to ensuring the health and safety of our employees, particularly those performing COVID-19 decontamination services for our customers is a pillar of our overall corporate culture. During the pandemic, we have been able to successfully supply our employees with appropriate personal protective equipment ("PPE") for use in servicing our customers in the field and working at our operational and administrative facilities. To support the safety of all of our employees and operations, early precautionary measures were implemented including actively monitoring and reporting employee illness, acquiring and maintaining adequate levels of PPE inventory, suspending non-essential travel, limiting the number of employees

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attending meetings and reducing the number of people at our locations at any one time. In an effort to contain COVID-19, governments have enacted various measures, including orders to close non-essential businesses and personal and commercial travel restrictions. Operations at our facilities complied with government ordered shutdowns and reopening plans. The COVID-19 pandemic continues to be an evolving situation. We continue to monitor changes in the various locations in which we operate and adapting our protocols accordingly as well as on a proactive basis wherever possible.

~~Impact on Our Financial Statements and Business Operations~~

The COVID-19 pandemic has resulted in, and is likely to continue to result in economic disruption. The Company's financial results for the three and nine months ended September 30, 2020 were significantly impacted by the COVID-19 pandemic. In the latter half of March 2020 and throughout the second and third quarters, we were measurably impacted by an overall slowdown in economic activity which included closures at some of our customer sites and rising general uncertainty about future economic activity. In the third quarter, financial results, including direct revenues and EBITDA, improved for both segments when compared to the second quarter of 2020 as we began to see the increased return to operations at our customers.

In our Environmental Services segment, continued lower activity levels and shutdowns of customers' operations decrease the level of our services that are required and the quantities of commercial and industrial waste disposed of throughout our network of facilities. Lower demand for oil and overall price declines in the global oil market, resulting from COVID-19 impacts, impacts the level of environmental services we provide to our customers in that market.

We continue to see demand for disinfecting, decontamination and disposal related emergency response services specifically in response to COVID-19. The Company completed more than 9,000 projects responding specifically to the risk of COVID-19, amounting to nearly $90 million of direct revenues during the nine months ended September 30, 2020. Although uncertain as to the prevalence of such services for the remainder of the year, we do expect demand for these COVID-19 response services to continue. The increased level of emergency response work, however, did not overcome the overall levels of service work lost due to the impacts of the COVID-19 pandemic.

We expect that the services provided by our Safety-Kleen segment will continue to be impacted by less automotive related travel and any ongoing customer shutdowns reducing demand for Safety-Kleen core services and products. We have observed declining demand in the primary sectors impacting this business including the overall automotive sector, as consumer activity lags historical levels across the United States and Canada. Lower oil related demand and price declines in the global oil market, exacerbated by COVID-19 impacts, are also expected to reduce revenues generated by the business in 2020. In order to respond to the impact on the Safety-Kleen business and in particular the reduced availabilityburning of used motor ~~oils which are utilized~~oil as ~~feedstock in our re-refining processes and reduced demand~~a fuel, both impact the premium the segment can charge for ~~base and blended~~used oil products, in April 2020, we temporarily shuttered nearly half of the total production capacity of our oil re-refineries. In response to more positive trends in oil demand, certain facilities were brought back online, increasing available production to approximately 90% of the total production capacity by the end of the third quarter of 2020.

The Company considered the impact of COVID-19 on the assumptions and estimates used in the preparation of the financial statements and did not identify any significant changes in estimates. Specifically, management concluded that there had not been any triggering events requiring further assessment of asset impairments. Management also assessed the extent to which the current macroeconomic events brought about by COVID-19 and significant declines in oil demand may have impacted the valuation of expected credit losses on accounts receivable and certain inventory items or resulted in modifications to any significant contracts. Ultimately the results of these assessments did not have a material impact on the Company's results as of September 30, 2020.

In regards to liquidity and capital resources, as of September 30, 2020, the Company had $532.3 million in cash and marketable securities and $249.1 million of borrowing availability under the revolving credit facility. Other than $7.5 million of annual payments on the Company's secured senior term loans, there are no debt maturities until June 2024, when those term loans are due. To maintain a strong liquidity position through 2020 and beyond, the Company remains active in executing cost reduction initiatives, significantly reduced 2020 capital expenditures from originally forecasted amounts and continues to consider all aspects of eligible government programs.

~~Impact of Government Programs~~

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in response to the widespread economic impact of the COVID-19 pandemic. On April 11, 2020, the Canadian federal government enacted the COVID-19 Emergency Response Act, No.2, which implemented the Canada Emergency Wage Subsidy ("CEWS"). Since the establishment of these programs, management has considered and analyzed the Company's eligibility under such government programs. Most significantly, the Company applied for certain employee retention credits under the CARES Act and the wage subsidy under the CEWS. Although the Company did implement certain cost reduction plans associated with labor in the second

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quarter, these government programs have allowed our workforce to remain stable during the temporary slowdown in activity. The table below summarizes the benefit of these government programs recorded in the statement of operations for the periods ended September 30, 2020 (in thousands):

Three Months Ended Nine Months Ended
September 30, 2020 September 30, 2020
Environmental Services Safety-Kleen Corporate Items Total Environmental Services Safety-Kleen Corporate Items Total
Cost of revenues $ 8,481 $ 1,802 $ 145 $ 10,428 $ 17,478 $ 6,666 $ 560 $ 24,704
Selling, general and administrative expenses 1,488 685 668 2,841 5,755 4,092 2,117 11,964
Total $ 9,969 $ 2,487 $ 813 $ 13,269 $ 23,233 $ 10,758 $ 2,677 $ 36,668

In addition to the credits and subsidies outlined above, which do not require any repayment to be made by the Company, the CARES Act also allows for the deferral of payment related to certain payroll taxes. In total, we deferred payroll tax payments of $23.2 million during the nine months ended September 30, 2020 which are required to be paid in equal installments, in the fourth quarters of 2021 and 2022.collections.

Highlights

Total revenues for the three and nine months ended September 30, ~~2020~~2021 were $951.5 million and $2,686.1 million, compared with $779.3 million and $2,347.9 ~~million, compared with $891.7 million and $2,541.2~~ million for the three and nine months ended September 30, ~~2019. In~~2020. Prior year operations were negatively affected by the three and nine months ended September 30, 2020, our Environmental Services segment direct revenues decreased 10.0% and 4.1% from the comparable periods in 2019, primarily due to lower demand for our industrial and technical related services. Lower overall economic activity due to the COVID-19 pandemic has most notably reduced the demand for industrial turnaround, environmental remediation and waste disposal projects. This decrease was partially offset by increased emergency response decontamination services in the wakeimpact of the COVID-19 pandemic. In the three and nine months ended September 30, ~~2020,~~2021, our ~~Safety-Kleen~~Environmental Services segment direct revenues ~~decreased 17.8%~~increased 14.6% and ~~14.2%~~7.9% from the comparable periods in ~~2019, predominantly~~2020. Current period results were predominately driven by higher demand throughout most of our portfolio of services and increased direct revenues at our incinerators due to strong pricing on these disposal services, partially offset by lower demand ~~across~~for our COVID-19 decontamination services. In the three and nine months ended September 30, 2021, our Safety-Kleen ~~portfolio of products~~Sustainability Solutions segment direct revenues increased 59.9% and ~~core services also resulting~~48.0% respectively from ~~overall lower economic activity, customer shutdowns as well as lower oil~~the comparable periods in 2020 due to increased pricing and demand for base and ~~pricing driven by the COVID-19 pandemic. Increased revenues from used motor oil collections partially offset these decreases in the Safety-Kleen segment.~~blended oil. The fluctuation of the Canadian dollar ~~negatively~~positively impacted our consolidated revenues by ~~$1.0~~$7.9 million and ~~$5.2~~$30.0 million in the three and nine months ended September 30, ~~2020.~~2021, respectively.

In the three and nine months ended September 30, 2021, costs have increased in both the Environmental Services and Safety-Kleen Sustainability Solutions segments when comparing to the prior year given the increase in business levels, revenue mix, and inflationary pressures seen across several cost categories. Additionally, the current periods reflect lower benefits received from the Government Programs as described below under "Impact of Government Programs". Despite the increased costs seen in the current period, gross margins for the Environmental Services and Safety-Kleen Sustainability Solutions segments are relatively consistent with or improved from pre-pandemic levels.

We reported income from operations for the three and nine months ended September 30, ~~2020~~2021 of $104.8 million and $265.7 million compared with $83.9 million and $189.6 ~~million compared with $80.4 million and $177.1~~ million in the three and nine months ended September 30, ~~2019. We reported~~2020, and net income for the three and nine months ended September 30, ~~2020~~2021 of ~~$54.9~~$65.4 million and ~~$95.5~~$154.3 million compared with net income of ~~$36.4~~$54.9 million and ~~$73.6~~$95.5 million in the three and nine months ended September 30, ~~2019.~~2020.

Adjusted EBITDA, which is the primary financial measure by which our segments are evaluated, increased ~~2.9%~~10.3% to ~~$161.2~~$185.1 million in the three months ended September 30, 2021 from $167.8 million in the three months ended September 30, 2020 ~~from $156.6 million in the three months ended September 30, 2019~~ and increased ~~2.7%~~16.3% to ~~$419.2~~$502.3 million in the nine months ended September 30, ~~2020~~2021 from ~~$408.1~~$432.0 million in the nine months ended September 30, ~~2019. Our relatively consistent levels of EBITDA in these periods, despite the notable decline in revenues can be attributed to incremental cost controls put in place~~2020. This improved performance was primarily driven by the ~~Company, the improved~~ mix of ~~revenue generating~~product sales and strong spread management as it relates to the pricing of base oil products and used motor oil collection services in the Safety-Kleen Sustainability Solutions segment, as well as ~~benefits received from the government programs discussed above.~~strong demand and incineration pricing increases within our Environmental Services segment. Additional information, including a reconciliation of Adjusted EBITDA to net income, appears below under ~~the heading~~ "Adjusted EBITDA."

Net cash from operating activities for the nine months ended September 30, ~~2020~~2021 was ~~$317.4~~$368.2 million, an increase of ~~$32.8~~$50.8 million from the comparable period in ~~2019.~~2020. Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was ~~an inflow of $195.5~~$238.0 million in the nine months ended September 30, ~~2020,~~2021, compared to ~~an inflow of $119.1~~$195.5 million in the comparable period of ~~2019.~~2020. These increased levels of ~~adjusted~~ cash flows are the result of ~~lower~~greater levels of operating income and improved working capital ~~expenditures, as well as the benefits received from the government programs discussed above.~~management in 2021. Additional information, including a reconciliation of adjusted free cash flow to net cash from operating activities, appears below under ~~the heading~~ "Adjusted Free Cash Flow."

Impact of COVID-19

During the third quarter of 2021, we continued to see incremental improvements in the demand for our products and services consistent with the lifting of travel and other government restrictions and the ongoing national and state vaccination efforts. Over the

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last year, our business has been slowly recovering after the sharp decline in the second quarter of 2020. As we exited the third quarter of 2021, both quarter-to-date and year-to-date direct revenues and Adjusted EBITDA were comparable or higher than pre-pandemic levels for each of our segments.

In the first nine months of 2021, we recognized $48.1 million of revenues specifically related to COVID-19 disinfecting, decontamination and disposal related response services; however, demand for these services has decreased as the year has progressed. In the third quarter of 2021 we recognized revenues of $8.4 million for such work. Although we are uncertain as to the exact level of such services throughout the remainder of 2021 and into 2022, we expect to continue to see slowing demand for these COVID-19 response services.

The potential impact of COVID-19 variants (e.g. the Delta variant) remains unknown at this time, however as circumstances continue to evolve impacts may be felt related to both our business recovery and future demand for our COVID-19 response services.

Impact of Government Programs

In 2020, the Governments of Canada and the United States announced the Canada Emergency Wage Subsidy ("CEWS") and the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), respectively, in response to the widespread economic impact of the COVID-19 pandemic (collectively referred to as "Government Programs"). Both Government Programs have been extended into 2021 and as such, management has continued to consider and analyze the Company's eligibility under such Government Programs. During 2021 the Company recognized certain employee wage subsidies under the CEWS and, to a lesser extent, employee retention credits under the CARES Act. We do not anticipate any future significant benefits from the Government Programs given the current status of our operations and the expiration of the benefits to which we were eligible. The table below summarizes the benefit of the Government Programs recorded in the statement of operations for the three and nine months ended September 30, 2021 and September 30, 2020 (in thousands):


	Three Months Ended			Three Months Ended
	September 30, 2021			September 30, 2020
		Environmental Services		Safety-Kleen Sustainability Solutions		Corporate Items		Total		Environmental Services		Safety-Kleen Sustainability Solutions		Corporate Items		Total
Cost of revenues		$	919	$	59	$	—	$	978	$	9,354	$	929	$	145	$	10,428
Selling, general and administrative expenses		138		26		4		168		1,883		290		668		2,841
Total		$	1,057	$	85	$	4	$	1,146	$	11,237	$	1,219	$	813	$	13,269


	Nine Months Ended			Nine Months Ended
	September 30, 2021			September 30, 2020
		Environmental Services		Safety-Kleen Sustainability Solutions		Corporate Items		Total		Environmental Services		Safety-Kleen Sustainability Solutions		Corporate Items		Total
Cost of revenues		$	8,055	$	784	$	80	$	8,919	$	22,304	$	1,840	$	560	$	24,704
Selling, general and administrative expenses		1,917		571		347		2,835		8,626		1,221		2,117		11,964
Total		$	9,972	$	1,355	$	427	$	11,754	$	30,930	$	3,061	$	2,677	$	36,668

Acquisition of HydroChemPSC

On October 8, 2021, we completed our previously announced proposed acquisition of HydroChemPSC for $1.24 billion (the "HydroChemPSC Acquisition") in cash consideration. HydroChemPSC is a leading U.S. provider of industrial cleaning, specialty maintenance and utility services. Refer to Note 4, "Business Combinations," to our unaudited consolidated financial statements included in this report for further information on this acquisition.

HydroChemPSC serves customers across a broad range of markets and provides solutions to customers focused on cleaning, maintenance and environmental compliance of essential, mission critical equipment and infrastructure. HydroChemPSC has more than 4,500 employees, over 240 service locations across the United States and has a fleet of specialized equipment and vehicles as well as technology which will enhance and add to the assets of the Environmental Services segment.

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We have incurred and expect to incur significant costs in connection with the HydroChemPSC Acquisition, including costs related to financing the HydroChemPSC Acquisition and ultimate integration of the business. As of September 30, 2021, $3.7 million of HydroChemPSC integration related costs have been recognized in our results. Successful integration of the HydroChemPSC business and operations into our business will be necessary to realize the anticipated benefits from combining HydroChemPSC with Clean Harbors. We believe that the combined business will benefit from incremental waste volumes through Clean Harbors' network of facilities, greater customer relationships and cross selling opportunities and synergistic opportunities within customer service, corporate functions, transportation, branch network, asset rentals and vehicle maintenance. The success of the HydroChemPSC Acquisition will depend, in part, on the integration of the financial reporting systems and controls and the focused attention (time and resources) of both Clean Harbors' and HydroChemPSC's management teams to integrate the combined business and execute upon our growth and synergy strategies.

Segment Performance

The primary financial measure by which we evaluate the performance of our segments is Adjusted ~~EBITDA.~~EBITDA, as described below under "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, ~~2020~~2021 and September 30, ~~2019~~2020 (in thousands, except percentages):


		Summary of Operations
		For the Three Months Ended							For the Nine Months Ended
		September 30, 2020		September 30, 2019		$ Change		% Change	September 30, 2020		September 30, 2019		$ Change		% Change

																	Summary of Operations
																	For the Three Months Ended							For the Nine Months Ended
																	September 30, 2021		September 30, 2020		$ Change		% Change	September 30, 2021		September 30, 2020		$ Change		% Change
Direct Revenues(1):	Direct Revenues(1):															Direct Revenues(1):
Environmental Services	Environmental Services	$	527,970	$	586,872	$	(58,902)	(10.0)%	$	1,591,246	$	1,658,970	$	(67,724)	(4.1)%	Environmental Services	$	745,633	$	650,560	$	95,073	14.6%	$	2,124,332	$	1,968,346	$	155,986	7.9%
Safety-Kleen		251,640		306,145		(54,505)		(17.8)	759,408		884,606		(125,198)		(14.2)
Safety-Kleen Sustainability Solutions																Safety-Kleen Sustainability Solutions	205,787		128,712		77,075		59.9	561,536		379,343		182,193		48.0
Corporate Items	Corporate Items	(266)		(1,349)		1,083		N/M	(2,747)		(2,391)		(356)		N/M	Corporate Items	59		72		(13)		N/M	217		218		(1)		N/M
Total	Total	779,344		891,668		(112,324)		(12.6)	2,347,907		2,541,185		(193,278)		(7.6)	Total	951,479		779,344		172,135		22.1	2,686,085		2,347,907		338,178		14.4
Cost of Revenues(2):	Cost of Revenues(2):															Cost of Revenues(2):
Environmental Services	Environmental Services	350,072		417,954		(67,882)		(16.2)	1,084,450		1,203,367		(118,917)		(9.9)	Environmental Services	516,340		416,539		99,801		24.0	1,454,852		1,292,773		162,079		12.5
Safety-Kleen		154,729		189,190		(34,461)		(18.2)	489,358		558,609		(69,251)		(12.4)
Safety-Kleen Sustainability Solutions																Safety-Kleen Sustainability Solutions	119,332		87,924		31,408		35.7	350,733		278,070		72,663		26.1
Corporate Items	Corporate Items	6,828		5,610		1,218		N/M	15,168		10,075		5,093		N/M	Corporate Items	3,560		7,166		(3,606)		N/M	12,069		18,133		(6,064)		N/M
Total	Total	511,629		612,754		(101,125)		(16.5)	1,588,976		1,772,051		(183,075)		(10.3)	Total	639,232		511,629		127,603		24.9	1,817,654		1,588,976		228,678		14.4
Selling, General & Administrative Expenses:	Selling, General & Administrative Expenses:															Selling, General & Administrative Expenses:
Environmental Services	Environmental Services	37,044		47,260		(10,216)		(21.6)	118,945		126,567		(7,622)		(6.0)	Environmental Services	62,822		54,019		8,803		16.3	186,714		173,472		13,242		7.6
Safety-Kleen		28,150		35,629		(7,479)		(21.0)	93,552		110,419		(16,867)		(15.3)
Safety-Kleen Sustainability Solutions																Safety-Kleen Sustainability Solutions	15,645		11,175		4,470		40.0	45,047		39,025		6,022		15.4
Corporate Items	Corporate Items	41,350		39,412		1,938		4.9	127,193		124,047		3,146		2.5	Corporate Items	54,697		41,350		13,347		32.3	147,150		127,193		19,957		15.7
Total	Total	106,544		122,301		(15,757)		(12.9)	339,690		361,033		(21,343)		(5.9)	Total	133,164		106,544		26,620		25.0	378,911		339,690		39,221		11.5
Adjusted EBITDA:	Adjusted EBITDA:															Adjusted EBITDA:
Environmental Services	Environmental Services	140,854		121,658		19,196		15.8	387,851		329,036		58,815		17.9	Environmental Services	166,471		180,002		(13,531)		(7.5)	482,766		502,101		(19,335)		(3.9)
Safety-Kleen		68,761		81,326		(12,565)		(15.5)	176,498		215,578		(39,080)		(18.1)
Safety-Kleen Sustainability Solutions																Safety-Kleen Sustainability Solutions	70,810		29,613		41,197		139.1	165,756		62,248		103,508		166.3
Corporate Items	Corporate Items	(48,444)		(46,371)		(2,073)		(4.5)	(145,108)		(136,513)		(8,595)		(6.3)	Corporate Items	(52,197)		(41,782)		(10,415)		(24.9)	(146,216)		(132,369)		(13,847)		(10.5)
Total	Total	$	161,171	$	156,613	$	4,558	2.9%	$	419,241	$	408,101	$	11,140	2.7%	Total	$	185,084	$	167,833	$	17,251	10.3%	$	502,306	$	431,980	$	70,326	16.3%

_____________________

N/M = not meaningful

(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 consolidated statements of operations which consist of (i) accretion of environmental liabilities and (ii) depreciation and amortization.

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Direct Revenues

There are many factors which have impacted and continue to impact our revenues including, ~~a significant impact to our revenue resulting from COVID-19 as discussed in~~ ~~Impact of COVID-19~~ ~~above. Other factors impacting our revenues include,~~ but ~~are~~ not limited to: overall levels of industrial activity and economic growth in North America, existence or non-existence of large scale environmental waste and remediation projects, competitive industry pricing, miles driven and related lubricant demand, impacts of acquisitions and divestitures, the level of emergency response services, weather related events, base and blended oil pricing, market changes relative to the collection of used oil, our ability to manage the spread between oil product prices and prices for the collection of used oil, the number of parts washers placed at customer sites and foreign currency translation. In addition, customer efforts to minimize hazardous waste and changes in regulation can also impact our revenues.

Environmental Services


		For the Three Months Ended								For the Nine Months Ended									For the Three Months Ended								For the Nine Months Ended
		September 30,				2020 over 2019				September 30,				2020 over 2019					September 30,				2021 over 2020				September 30,				2021 over 2020
(in thousands, except percentages)	(in thousands, except percentages)	2020		2019		Change		% Change		2020		2019		Change		% Change		(in thousands, except percentages)	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change

Direct revenues	Direct revenues	$	527,970	$	586,872	$	(58,902)	(10.0)	%	$	1,591,246	$	1,658,970	$	(67,724)	(4.1)	%	Direct revenues	$	745,633	$	650,560	$	95,073	14.6	%	$	2,124,332	$	1,968,346	$	155,986	7.9	%

Environmental Services direct revenues for the three months ended September 30, ~~2020 decreased $58.9~~2021 increased $95.1 million from the comparable period in ~~2019,~~2020 driven primarily by ~~significantly~~higher demand throughout our portfolio of services, including industrial and base field services, and increased pricing of disposal services throughout our incinerator network. The revenue growth across these aspects of our business was partially offset on a comparative basis by lower demand for our ~~industrial and technical related services, partially offset by direct revenues earned in connection with~~ COVID-19 ~~emergency response~~ decontamination services. ~~Lower economic activity throughout the COVID-19 pandemic reduced the~~Direct revenues related to our industrial services increased $26.4 million predominately due to increased demand for industrial cleanings as overall economic activity continued to improve and ~~technical related~~industrial cleaning services ~~as customers postponed and/or reduced~~previously delayed due to the ~~levels~~impacts of ~~industrial turnarounds, environmental remediation projects and other waste disposal services.~~COVID-19 were executed upon. Direct revenues ~~associated with disposal~~related to our field services, excluding COVID-19 decontamination services, increased $21.2 million as demand for these base field services increased. Direct revenues at our ~~incinerator and landfill facilities decreased $9.9~~incinerators increased $18.4 million ~~and $1.7 million, respectively,~~ when ~~compared with~~comparing the same quarter in the prior year, due to lower volumes of waste disposed of in our network of facilities. Incinerator utilization was 80%. A maintenance related turnaround at a key incinerator facility was pulled forward into the third quarter of 2020 increasing the number of down days and contributing to a 12% decrease in incinerator utilization when comparedthree months ended September 30, 2021 to the same period in 2020, predominately due to higher pricing, though utilization also contributed to the ~~prior year. Decreased~~increase with incinerator utilization at 82% as compared to 80% in the same period in 2020. Direct revenues for the Safety-Kleen core service offerings increased $9.9 million from the comparable period in 2020 mainly due to higher demand and pricing for our containerized waste and vacuum services. Higher pricing at our landfill facilities increased direct revenues ~~from these~~by $2.3 million. In the three months ended September 30, 2021, lower ~~volumes were partially offset by the processing of higher value waste streams through~~demand for our ~~network of facilities during the period. Direct revenues of $28.9 million from~~ COVID-19 ~~related emergency response~~ decontamination services resulted in a direct revenue decrease of $20.5 million, partially offsetting all of the ~~third quarter~~increases noted above. The Canadian operations of ~~2020 partially offset these overall decreases in direct revenues. The impact of~~the Environmental Services segment were positively impacted by $6.5 million due to foreign currency ~~translation on our Environmental Services Canadian operations was minimal.~~translation.

Environmental Services direct revenues for the nine months ended September 30, ~~2020 decreased $67.7~~2021 increased $156.0 million from the comparable period in ~~2019~~2020 driven primarily by ~~significantly~~returning demand for our services as compared to the same period in the prior year and higher value waste streams at our incinerator facilities, partially offset by lower demand for our ~~industrial and technical related services, partially offset by~~ COVID-19 ~~emergency response~~ decontamination services. ~~Lower economic activity throughout~~Direct revenues related to our industrial services increased $45.6 million and base field services direct revenues increased by $20.4 million, excluding COVID-19 decontamination services, from the ~~COVID-19 pandemic reduced~~comparable period in the prior year due to the rebounding demand for ~~industrial~~our services noted above. Increased pricing at our incinerators drove an overall $27.4 million increase in direct revenues, while utilization remained relatively consistent at 83% thus illustrating the shift to higher value waste streams being processed at the incinerators. Direct revenues for the Safety-Kleen core service offerings increased $9.2 million from the comparable period in 2020 due to higher demand and ~~technical related services as customers postponed and/or reduced the levels of industrial turnarounds, environmental remediation projects~~improved pricing for our containerized waste and ~~other waste disposal~~vacuum services. Direct revenues at our landfill facilities ~~decreased $2.0~~increased $4.7 million ~~when compared with~~from the ~~same~~comparable period in ~~the prior year~~2020 due to higher value waste streams overcoming lower ~~volumes of waste streams.~~volumes. In the nine months ended September 30, ~~2020, the Company generated $88.9 million of~~2021, direct revenues from COVID-19 ~~related emergency response~~ decontamination services ~~which~~decreased by $40.8 million, partially ~~offset these direct revenue decreases. Additionally, direct revenues at our incinerator facilities increased by $20.7 million when compared to~~offsetting the ~~same period in 2019~~increases noted above, due to ~~higher value waste streams. Utilization at our incinerator facilities remained consistent with the prior year at 84%.~~lower demand for such services. Also impacting the year over year change in direct revenues within this segment was the ~~negative~~positive impact of foreign currency translation on our Canadian operations of ~~$4.2~~$24.1 million.

~~Safety-Kleen~~

Safety-Kleen direct revenues for the three months ended September 30, 2020 decreased $54.5 million from the comparable period in 2019. Reduced demand for oil related products and our core services continued to drive lower levels of direct revenues within this segment. Base oil sales decreased $24.9 million from the comparable period in 2019 due to lower sales volume and lower pricing, while blended oil sales decreased approximately $15.4 million from the comparable period in 2019, principally due to lower sales volumes. Decreased demand for Safety-Kleen's core service offerings contributed to the decline in direct revenues as containerized waste and vacuum services decreased $15.4 million from the comparable period in 2019. Recycled fuel oil and refinery byproducts sales also decreased $11.4 million, driven by both lower sales volume and lower pricing, and parts washer service

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Safety-Kleen Sustainability Solutions


	For the Three Months Ended								For the Nine Months Ended
	September 30,				2021 over 2020				September 30,				2021 over 2020
(in thousands, except percentages)	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change

Direct revenues	$	205,787	$	128,712	$	77,075	59.9	%	$	561,536	$	379,343	$	182,193	48.0	%

Safety-Kleen Sustainability Solutions direct revenues ~~decreased $6.3~~for the three months ended September 30, 2021 increased $77.1 million ~~due to lower demand. Given~~from the ~~impact~~comparable period in 2020. Increasing prices and increased volumes of ~~COVID-19 on our customers, these decreases were expected. Partially offsetting these decreases was~~product sold driven by higher demand resulted in a ~~$15.9~~$75.8 million increase in ~~direct~~ revenues from base oil sales and a $13.6 million increase in revenues from blended oil sales. Revenues from used ~~motor~~ oil ~~collections~~collection services decreased $14.1 million in the third quarter of 2021, when compared to the third quarter of 2020 due to pricing ~~increases on these services despite lower volumes~~decreases, which was expected given the inverse correlation between movements in base oil pricing and the market prices for used oil collection services. The volume of the used oil collected increased from the prior year and rebounded to the level of gallons collected in ~~the current period. The impact of foreign~~pre-pandemic quarters. Foreign currency translation ~~on our Safety-Kleen~~positively impacted the Canadian operations ~~was minimal.~~of Safety-Kleen Sustainability Solutions by $1.4 million.

Safety-Kleen Sustainability Solutions direct revenues for the nine months ended September 30, ~~2020 decreased $125.2~~2021 increased $182.2 million from the comparable period in ~~2019. Reduced~~2020. Due to the pricing increases and rebounding demand ~~for oil related products~~described above relative to the third quarter of 2021, higher pricing and ~~core services resulting~~volumes drove a $167.5 million increase in revenues from ~~lower automotive travel and customer shutdowns, arising from the COVID-19 pandemic, drove these lower direct revenue levels. Base~~base oil sales ~~decreased $52.8~~and a $25.8 million increase in revenues from blended oil sales for the nine months ended September 30, 2021 when compared to the same period in 2020. Revenues from contract blending and packaging increased $12.0 million from the comparable period ~~in 2019 due to lower volume~~ and ~~lower pricing, and blended oil sales decreased $33.5 million due to lower volumes. Decreased demand for Safety-Kleen's core service offerings contributed to the decline in direct~~ revenues ~~as containerized waste and vacuum services decreased $33.0 million~~ from ~~the comparable period in 2019. Recycled~~recycled fuel oil and refinery byproducts ~~decreased $29.5~~increased $5.5 million driven by lower volumes and, to a lesser extent, lower pricing, and parts washer service revenues decreased by $15.0 million, from the comparable period in 2019, due to lower demand particularly in the last two fiscal quarters. Partially offsetting these decreases was a $31.2 million increase in direct revenue from used motor oil collections due to pricing increases, ~~on these services. The impact~~more than offsetting volume decreases. As expected, in light of ~~foreign~~the oil market conditions noted above, revenues from used oil collection services decreased $21.0 million due to pricing decreases. Collection volumes for used oil increased during the nine months ended September 30, 2021 when compared to the same period in 2020. Foreign currency translation ~~on our Safety-Kleen~~positively impacted the Canadian operations was minimal. Slow incremental improvements in the demand for the segment's core service offerings are expected to continue into the fourth quarter if national and state reopening plans continue to prove successful.of Safety-Kleen Sustainability Solutions by $5.9 million.

Cost of Revenues

We believe that our ability to manage operating costs is important to our ability to remain price competitive. In recent periods, we have seen inflationary pressures across several cost categories, but most notably related to internal and external labor, transportation, general supplies and energy related costs. We have continued to manage these increases through constant cost monitoring as well as our overall customer pricing strategies. We also continue to upgrade the quality and efficiency of our services through the development of new technology and continued modifications and expansion at our facilities, invest in new business opportunities and aggressively implement strategic sourcing and logistics solutions ~~as well as other cost reduction initiatives,~~in the face of these inflationary pressures, while also continuing to optimize our management and operating structure in an effort to maintain and increase operating margins.

Environmental Services


		For the Three Months Ended											For the Nine Months Ended												For the Three Months Ended											For the Nine Months Ended
		September 30,						2020 over 2019					September 30,						2020 over 2019						September 30,						2021 over 2020					September 30,						2021 over 2020
(in thousands, except percentages)	(in thousands, except percentages)	2020			2019			Change			% Change		2020			2019			Change			% Change		(in thousands, except percentages)	2021			2020			Change			% Change		2021			2020			Change			% Change
Cost of revenues	Cost of revenues	$	350,072		$	417,954		$	(67,882)		(16.2)	%	$	1,084,450		$	1,203,367		$	(118,917)		(9.9)	%	Cost of revenues	$	516,340		$	416,539		$	99,801		24.0	%	$	1,454,852		$	1,292,773		$	162,079		12.5	%
As a % of Direct revenues	As a % of Direct revenues	66.3		%	71.2		%	(4.9)		%			68.2		%	72.5		%	(4.3)		%			As a % of Direct revenues	69.2		%	64.0		%	5.2		%			68.5		%	65.7		%	2.8		%

Environmental Services cost of revenues for the three months ended September 30, ~~2020 decreased $67.9~~2021 increased $99.8 million from the comparable period in ~~2019, including a $24.4 million decrease~~2020, primarily due to ~~labor and benefits related costs, including travel costs, a $23.1 million decrease to equipment and supply costs and an $18.8 million decrease~~the increase in ~~external transportation, disposal and fuel costs. These decreases were attributable to lower~~ direct revenues and successful cost control initiatives, as well as an $8.5 million benefit from the employee retention credit and subsidies recorded in the third quarter of 2020 under the CARES Act and CEWS which helped defray certain labor and benefits costs and is reflected in the decrease to labor and benefits related costs identified above. Absent this benefit, costrevenues. Cost of revenues as a percentage of direct revenues ~~still improved 3.3%~~increased 5.2% from the comparable period in the prior year, in part due to an $8.4 million reduction in benefits recognized under the Government Programs in the third quarter of 2021 as compared to the same period of the prior year. After adjusting for this difference, cost as a percentage of revenues increased 4.0%, primarily due ~~an operational focus on better leverage~~to the mix of ~~our employee~~services being performed, including lower COVID-19 decontamination services, as well as inflationary pressures across several cost categories. Overall, equipment and ~~asset bases resulting~~supply costs increased $41.1 million, labor and benefits related costs increased $30.9 million and transportation, disposal, vehicle and fuel related costs increased $20.8 million from the comparable period in ~~lower third party transportation, subcontractor and equipment rental spending.~~2020. Collectively, these costs as a percentage of direct revenue are consistent with pre-pandemic levels.

Environmental Services cost of revenues for the nine months ended September 30, ~~2020 decreased $118.9~~2021 increased $162.1 million from the comparable period in ~~2019, including a $45.7 million decrease~~2020, primarily due to labor and benefits related costs, including travel costs, a $36.9 million decrease to external transportation, disposal and fuel costs and a $34.9 million decrease to equipment and supply costs. These decreases were mainly attributable to loweran increase in direct revenues and successful cost control initiatives, as well as a $17.5 million benefit from the employee retention credits and subsidies recorded in 2020 under the CARES Act and CEWS which is reflected in the reduction to labor and benefits related costs above. Absent this benefit, costrevenues. Cost of revenues as a percentage of direct revenues ~~still improved 3.3% primarily due to an operational focus on better leverage of our employee and asset bases resulting~~increased 2.8% from the comparable period in ~~lower third party transportation, subcontractor and equipment rental spending. In~~ the ~~future, we expect continued~~prior year. Excluding the $14.2 million year over year reduction in benefits ~~from our operational focus on better leverage of our employee and asset bases.~~

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~~Safety-Kleen~~

For the Three Months Ended For the Nine Months Ended
September 30, 2020 over 2019 September 30, 2020 over 2019
(in thousands, except percentages) 2020 2019
Change %
Change 2020 2019
Change %
Change
Cost of revenues $ 154,729 $ 189,190 $ (34,461) (18.2) % $ 489,358 $ 558,609 $ (69,251) (12.4) %
As a % of Direct revenues 61.5 % 61.8 % (0.3) % 64.4 % 63.1 % 1.3 %
recognized under the Government Programs, cost of revenues as a percentage of direct revenues increased 2.1%, also mainly due to the mix of services and inflationary pressures noted in the preceding paragraph. Overall, equipment and supply costs increased $60.7 million, labor and benefits related costs increased $46.4 million and transportation, disposal, vehicle and fuel related costs increased $36.3 million.

Safety-Kleen Sustainability Solutions


	For the Three Months Ended											For the Nine Months Ended
	September 30,						2021 over 2020					September 30,						2021 over 2020
(in thousands, except percentages)	2021			2020			Change			% Change		2021			2020			Change			% Change
Cost of revenues	$	119,332		$	87,924		$	31,408		35.7	%	$	350,733		$	278,070		$	72,663		26.1	%
As a % of Direct revenues	58.0		%	68.3		%	(10.3)		%			62.5		%	73.3		%	(10.8)		%

Safety-Kleen Sustainability Solutions cost of revenues for the three months ended September 30, ~~2020 decreased $34.5~~2021 increased $31.4 million from the comparable period in ~~2019, including a $13.9 million decrease~~2020 as expected given the revenue growth experienced by the business. Significant cost increases were seen in costs of oil additives and other raw materials ~~a $10.0~~which increased $17.2 million, ~~decrease in~~ labor and benefits related costs ~~including travel costs~~which increased $6.8 million and ~~a $6.6 million decrease in~~ transportation, ~~disposal~~vehicle and fuel ~~costs. These decreases were mainly attributable to lower direct revenues, as well as a $1.8 million benefit related to~~costs which increased $6.2 million. Despite the ~~employee retention credits and subsidies recorded~~increases in ~~the third quarter of 2020 under the CARES Act and CEWS which is reflected in the decrease in labor and benefits related~~these costs, ~~above. Absent this benefit, costs of revenues~~ as a percentage of ~~direct~~revenue, the business margins improved by 10.3%. This improvement was largely driven by demand and pricing of products and services outpacing relative cost of revenues as the business successfully managed its spread and capitalized on these favorable market conditions. Production efficiencies also led to this lower cost structure as our re-refineries, some of which were ~~relatively consistent with~~temporarily closed in the prior ~~year.~~year's period, were all producing fur the full current quarter.

Safety-Kleen Sustainability Solutions cost of revenues for the nine months ended September 30, ~~2020 decreased $69.3~~2021 increased $72.7 million from the comparable period in ~~2019, including~~2020 due to the increase in direct revenues. Cost of revenue as a ~~$30.1 million decrease~~percentage of direct revenues improved by 10.8% for reasons consistent with those noted in the preceding paragraph. In total, costs of oil additives and other raw materials ~~an $18.1~~increased $40.5 million, ~~decrease in~~transportation, vehicle and fuel costs increased $18.3 million and labor and benefits related costs including travel costs and a $15.6 million decrease in transportation, disposal and fuel costs. These decreases were mainly attributable to lower direct revenues, as well as a $6.7 million benefit related to employee retention credits and subsidies recorded in 2020 under the CARES Act and CEWS which is reflected in the decrease in labor and benefits related costs above. Absent this benefit, costs of revenues as a percentage of direct revenues increased 2.2%. This increase resulted from certain fixed costs which could not be reduced proportionate to the overall lower business activity, partially offset by an operational focus on cost reductions, specifically in transportation and subcontractor costs.$14.0 million.

Selling, General and Administrative Expenses

We strive to manage our selling, general and administrative ("SG&A") expenses commensurate with the overall performance of our segments and corresponding revenue levels. ~~We believe that~~As our business grows, we would expect to incur additional costs throughout our business; however, our ability to properly align these costs with business performance is reflective of our strong management of the businesses and further promotes our ability to remain competitive in the marketplace.

Environmental Services


		For the Three Months Ended											For the Nine Months Ended												For the Three Months Ended											For the Nine Months Ended
		September 30,						2020 over 2019					September 30,						2020 over 2019						September 30,						2021 over 2020					September 30,						2021 over 2020
(in thousands, except percentages)	(in thousands, except percentages)	2020			2019			Change			% Change		2020			2019			Change			% Change		(in thousands, except percentages)	2021			2020			Change			% Change		2021			2020			Change			% Change
SG&A expenses	SG&A expenses	$	37,044		$	47,260		$	(10,216)		(21.6)	%	$	118,945		$	126,567		$	(7,622)		(6.0)	%	SG&A expenses	$	62,822		$	54,019		$	8,803		16.3	%	$	186,714		$	173,472		$	13,242		7.6	%
As a % of Direct revenues	As a % of Direct revenues	7.0		%	8.1		%	(1.1)		%			7.5		%	7.6		%	(0.1)		%			As a % of Direct revenues	8.4		%	8.3		%	0.1		%			8.8		%	8.8		%	—		%

Environmental Services SG&A expenses for the three and nine months ended September 30, ~~2020 decreased $10.2~~2021 increased $8.8 million and $13.2 million from the comparable ~~period~~periods in ~~2019. This decrease~~2020 while remaining consistent as a percentage of direct revenues. For the three and nine months ended September 30, 2021, we recognized reduced benefits under the Government Programs when compared to the same periods in the prior year which contributed to the increase in our Environmental Services SG&A expenses ~~was primarily attributable to lower direct revenues~~by $1.7 million and ~~therefore lower sales related costs, such as travel and other selling related costs, as well as a $1.5~~$6.7 million, benefit related to the employee retention credits and subsidies recorded in the third quarter of 2020 under the CARES Act and CEWS which helped to defray labor and benefits related costs. Absent these benefits,respectively. Environmental Services SG&A expenses as a percentage of ~~direct revenues~~revenue remained relatively consistent with the ~~comparable period in 2019.~~

~~Environmental Services SG&A expenses for~~prior year even absent the nine months ended September 30, 2020 decreased $7.6 million from the comparable period in 2019 primarily due to lower direct revenues and therefore lower sales related costs, such as travel and other selling related costs, as well as a $5.8 million benefit in labor and benefits ~~related costs related to the employee retention credits and subsidies recorded in 2020~~recognized under the CARES Act and CEWS. Also contributing to the period comparison are a $5.5 million favorable resolution of a litigation matter and recovery of certain trade receivables of $5.4 million, both of which were recorded in the first quarter of 2019, and favorably impacted the SG&A expenses for the nine months ended September 30, 2019. Absent these nonrecurring transactions, Environmental Services SG&A expenses as a percentage of direct revenues remained relatively consistent with the comparable period in 2019.Government Programs.

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Safety-Kleen Sustainability Solutions


		For the Three Months Ended											For the Nine Months Ended												For the Three Months Ended											For the Nine Months Ended
		September 30,						2020 over 2019					September 30,						2020 over 2019						September 30,						2021 over 2020					September 30,						2021 over 2020
(in thousands, except percentages)	(in thousands, except percentages)	2020			2019			Change			% Change		2020			2019			Change			% Change		(in thousands, except percentages)	2021			2020			Change			% Change		2021			2020			Change			% Change
SG&A expenses	SG&A expenses	$	28,150		$	35,629		$	(7,479)		(21.0)	%	$	93,552		$	110,419		$	(16,867)		(15.3)	%	SG&A expenses	$	15,645		$	11,175		$	4,470		40.0	%	$	45,047		$	39,025		$	6,022		15.4	%
As a % of Direct revenues	As a % of Direct revenues	11.2		%	11.6		%	(0.4)		%			12.3		%	12.5		%	(0.2)		%			As a % of Direct revenues	7.6		%	8.7		%	(1.1)		%			8.0		%	10.3		%	(2.3)		%

Safety-Kleen Sustainability Solutions SG&A expenses for the three and nine months ended September 30, ~~2020 decreased $7.5~~2021 increased $4.5 million and ~~$16.9~~$6.0 million ~~respectively,~~ from the comparable periods in ~~2019. These decreases were~~2020 primarily attributable to ~~lower~~the increases in direct revenues and therefore lower sales related costs, as well as a reduction in labor and benefit related costs of $0.7 million and $4.1 million for the three and nine months ended September 30, 2020, respectively, attributable to employee retention credits and subsidies under the CARES Act and CEWS. Absent these benefits,revenues. Safety-Kleen Sustainability Solutions SG&A expenses as a percentage of ~~direct~~ revenues for the three ~~and~~months ended September 30, 2021 improved 1.1% . SG&A expenses as a percentage of revenues for the nine months ended September 30, ~~2020 were relatively consistent with~~2021 improved 2.3% when compared to the ~~comparable periods~~same period in the prior year. The most significant driver in the full year improvement was a $1.8 million change in an environmental liability estimate for a Superfund site recorded in the second quarter of 2020 which did not recur in 2021.

Corporate Items


		For the Three Months Ended								For the Nine Months Ended									For the Three Months Ended											For the Nine Months Ended
		September 30,				2020 over 2019				September 30,				2020 over 2019					September 30,						2021 over 2020					September 30,						2021 over 2020
(in thousands, except percentages)	(in thousands, except percentages)	2020		2019		Change		% Change		2020		2019		Change		% Change		(in thousands, except percentages)	2021			2020			Change			% Change		2021			2020			Change			% Change
SG&A expenses	SG&A expenses	$	41,350	$	39,412	$	1,938	4.9	%	$	127,193	$	124,047	$	3,146	2.5	%	SG&A expenses	$	54,697		$	41,350		$	13,347		32.3	%	$	147,150		$	127,193		$	19,957		15.7	%
As a % of Total Clean Harbors' Direct revenues																		As a % of Total Clean Harbors' Direct revenues	5.7		%	5.3		%	0.4		%			5.5		%	5.4		%	0.1		%

We manage our Corporate SG&A expenses commensurate with the overall total Company performance and direct revenue levels. Generally, as revenues increase, we would expect some increase in these costs. Corporate Items SG&A expenses for the three months ended September 30, ~~2020~~2021 increased ~~$1.9~~$13.3 million from the comparable period in ~~2019 due~~2020 and as a percentage of total Clean Harbors' direct revenues, these costs remained relatively consistent. Certain Corporate Items SG&A expense increases during the three months ended September 30, 2021, as compared to the same period in the prior year, which were unrelated to the revenue growth included $5.9 million of increased professional fees primarily related to the acquisition of HydroChemPSC and some strategic initiative projects and increased cyber security information technology related costs of $1.0 million. Partially offsetting these increases was a $3.3 million change in an environmental ~~remedial~~remediation liability estimate for an inactive site recorded in the third quarter of 2020 and a $1.6 million increase in stock-based compensation. These increases were partially offset by an overall decrease of $0.8 million in labor and benefits related costs, predominately driven by employee retention credits and subsidies under the CARES Act and CEWS, and a decrease in travel and real estate related expenses of $0.8 million and $0.4 million respectively, due to cost reduction initiatives. The remaining expense reductions offsetting the noted increases were spread across various cost components.2020.

Corporate Items SG&A expenses for the nine months ended September 30, ~~2020~~2021 increased ~~$3.1~~$20.0 million from the comparable period in ~~2019 primarily due~~2020 and as a percentage of total Clean Harbors' direct revenues, remained relatively consistent. Similar to ~~increased~~the discussion above, we would expect some increase in these costs as total Company revenues increase. Certain Corporate Items SG&A expense increases during the nine months ended September 30, 2021, as compared to the same period in the prior year which were unrelated to the revenue growth include an $8.9 million increase in professional fees related to the acquisition of HydroChemPSC and some strategic initiative projects, as well as a $2.8 million increase of cyber security information technology related costs. Partially offsetting these increases were decreases in marketing expenses of ~~$3.9 million to expand brand awareness, increased severance costs of $3.4~~$4.0 million and a $3.3 million change in an environmental ~~remedial~~remediation liability estimate for an inactive ~~site. These increases were partially offset by a $2.1 million reduction in labor costs from employee retention credits and subsidies~~site recorded in ~~2020 under~~ the ~~CARES Act and CEWS, a $1.9 million decrease in stock-based compensation and decreases in travel and real estate related expenses~~third quarter of ~~$1.4 million and $1.0 million, respectively. The remaining expense reductions offsetting the noted increases were spread across various cost components.~~2020.

Adjusted EBITDA

Management considers Adjusted EBITDA to be a measurement of performance which provides useful information to both management and investors. Adjusted EBITDA should not be considered an alternative to net income or other measurements under ~~generally accepted accounting principles ("GAAP").~~GAAP. Adjusted EBITDA is not calculated identically by all companies and therefore our measurements of Adjusted EBITDA, while defined consistently and in accordance with our historical 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, 2020 over 2019 September 30, 2020 over 2019
(in thousands, except percentages) 2020 2019
Change %
Change 2020 2019
Change %
Change
Adjusted EBITDA:
Environmental Services $ 140,854 $ 121,658 $ 19,196 15.8 % $ 387,851 $ 329,036 $ 58,815 17.9 %
Safety-Kleen 68,761 81,326 (12,565) (15.5) 176,498 215,578 (39,080) (18.1)
Corporate Items (48,444) (46,371) (2,073) (4.5) (145,108) (136,513) (8,595) (6.3)
Total $ 161,171 $ 156,613 $ 4,558 2.9 % $ 419,241 $ 408,101 $ 11,140 2.7 %

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	For the Three Months Ended								For the Nine Months Ended
	September 30,				2021 over 2020				September 30,				2021 over 2020
(in thousands, except percentages)	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Adjusted EBITDA:
Environmental Services	$	166,471	$	180,002	$	(13,531)	(7.5)	%	$	482,766	$	502,101	$	(19,335)	(3.9)	%
Safety-Kleen Sustainability Solutions	70,810		29,613		41,197		139.1		165,756		62,248		103,508		166.3
Corporate Items	(52,197)		(41,782)		(10,415)		(24.9)		(146,216)		(132,369)		(13,847)		(10.5)
Total	$	185,084	$	167,833	$	17,251	10.3	%	$	502,306	$	431,980	$	70,326	16.3	%

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 measure 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.~~results with the board. We also compare our Adjusted EBITDA performance against internal targets as a key factor in determining cash and stock 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 users of our financial statements to obtain a better understanding of our core operating performance and to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance on a standalone and a comparative basis.

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


		For the Three Months Ended						For the Nine Months Ended							For the Three Months Ended						For the Nine Months Ended
		September 30,						September 30,							September 30,						September 30,
		2020			2019			2020			2019				2021			2020			2021			2020
Net income	Net income	$	54,910		$	36,369		$	95,505		$	73,589		Net income	$	65,443		$	54,910		$	154,254		$	95,505
Accretion of environmental liabilities	Accretion of environmental liabilities	2,822			2,490			8,149			7,624			Accretion of environmental liabilities	2,799			2,822			8,625			8,149
Stock-based compensation														Stock-based compensation	6,001			6,662			12,786			12,739
Depreciation and amortization	Depreciation and amortization	74,470			73,756			221,497			223,328			Depreciation and amortization	71,451			74,470			215,206			221,497

Other (income) expense, net	Other (income) expense, net	(2,268)			427			597			(1,992)			Other (income) expense, net	(199)			(2,268)			2,509			597
Loss on early extinguishment of debt		—			6,119			—			6,119
Loss on sale of businesses	Loss on sale of businesses	118			—			3,376			—			Loss on sale of businesses	—			118			—			3,376

Interest expense, net of interest income	Interest expense, net of interest income	17,407			19,702			54,848			59,681			Interest expense, net of interest income	17,984			17,407			53,953			54,848
Provision for income taxes	Provision for income taxes	13,712			17,750			35,269			39,752			Provision for income taxes	21,605			13,712			54,973			35,269
Adjusted EBITDA	Adjusted EBITDA	$	161,171		$	156,613		$	419,241		$	408,101		Adjusted EBITDA	$	185,084		$	167,833		$	502,306		$	431,980
As a % of Direct revenues	As a % of Direct revenues	20.7		%	17.6		%	17.9		%	16.1		%	As a % of Direct revenues	19.5		%	21.5		%	18.7		%	18.4		%

~~Depreciation~~Beginning in the first quarter of 2021, we revised our calculation of reported Adjusted EBITDA to add stock-based compensation, a non-cash item, to other charges which are added back to GAAP net income for purposes of calculating Adjusted EBITDA. We made this change in order to be more consistent with how certain of our peer group companies report their non-GAAP results, to align with how management will evaluate the operating performance of the Company and ~~Amortization~~

For the Three Months Ended For the Nine Months Ended
September 30, 2020 over 2019 September 30, 2020 over 2019
(in thousands, except percentages) 2020 2019
Change %
Change 2020 2019 Change % Change
Depreciation of fixed assets and amortization of landfills and finance leases $ 64,913 $ 65,335 $ (422) (0.6) % $ 193,935 $ 196,729 $ (2,794) (1.4) %
Permits and other intangibles amortization 9,557 8,421 1,136 13.5 % 27,562 26,599 963 3.6 %
Total depreciation and amortization $ 74,470 $ 73,756 $ 714 1.0 % $ 221,497 $ 223,328 $ (1,831) (0.8) %

~~Depreciation~~performance metrics for certain incentive compensation awards issued in 2021, and ~~amortization~~to be consistent with the definition of “Adjusted EBITDA” now used for covenant compliance purposes in our outstanding financing agreements as amended to date. The amount added back each period is expected to match the ~~three months ended September 30, 2020 increased due~~line item for stock-based compensation as recorded on the Company's GAAP consolidated statements of cash flows. In the future, when we report our results, all relevant prior period Adjusted EBITDA amounts which do not already reflect this change will be recast to the acceleration of amortization associated with a landfill permit. Depreciation and amortization for the nine months ended September 30, 2020 decreased from the comparable periods in 2019 primarily due to certain assets becoming fully depreciated.provide comparative information.

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Depreciation and Amortization


	For the Three Months Ended								For the Nine Months Ended
	September 30,				2021 over 2020				September 30,				2021 over 2020
(in thousands, except percentages)	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Depreciation of fixed assets and amortization of landfills and finance leases	$	63,875	$	64,913	$	(1,038)	(1.6)	%	$	192,277	$	193,935	$	(1,658)	(0.9)	%
Permits and other intangibles amortization	7,576		9,557		(1,981)		(20.7)		22,929		27,562		(4,633)		(16.8)
Total depreciation and amortization	$	71,451	$	74,470	$	(3,019)	(4.1)	%	$	215,206	$	221,497	$	(6,291)	(2.8)	%

Depreciation and amortization for the three and nine months ended September 30, 2021 decreased from the comparable periods in 2020 primarily due to accelerating a landfill permit amortization in 2020 and certain assets becoming fully amortized.

Provision for Income Taxes


		For the Three Months Ended								For the Nine Months Ended									For the Three Months Ended											For the Nine Months Ended
		September 30,				2020 over 2019				September 30,				2020 over 2019					September 30,						2021 over 2020					September 30,						2021 over 2020
(in thousands, except percentages)	(in thousands, except percentages)	2020		2019		Change		% Change		2020		2019		Change		% Change		(in thousands, except percentages)	2021			2020			$ Change			% Change		2021			2020			$ Change			% Change
Provision for income taxes	Provision for income taxes	$	13,712	$	17,750	$	(4,038)	(22.7)	%	$	35,269	$	39,752	$	(4,483)	(11.3)	%	Provision for income taxes	$	21,605		$	13,712		$	7,893		57.6	%	$	54,973		$	35,269		$	19,704		55.9	%
Effective tax rate																		Effective tax rate	24.8		%	20.0		%	4.8		%			26.3		%	27.0		%	(0.7)		%

The provision for income taxes for the three and nine months ended September 30, ~~2020 decreased $4.0~~2021 increased $7.9 million and ~~$4.5~~$19.7 million, respectively, from the comparable periods in ~~2019, despite~~2020, due to an increase in income before provision for income taxes. Our effective tax ~~rate also decreased from 32.8% and 35.1%, respectively~~rates for the three ~~and nine~~ months ended September 30, ~~2019~~2021 increased by 4.8% when compared to ~~20.0% and 27.0%, respectively for same periods in 2020.~~

~~In recent years, we have incurred losses in certain Canadian operations and have not recognized any tax benefits on those losses. In~~ the three ~~and nine~~ months ended September 30, 2020. The increase in our effective tax rate is predominately due to recognizing lower previously unbenefited tax losses in the three months ended September 30, 2021 as compared to September 30, 2020. In 2020, ~~these~~certain of our previously unprofitable Canadian ~~operations~~entities were profitable, predominantly due to the employee wage subsidies under CEWS, and we were able to recognize these previously unbenefited tax losses. These entities were profitable in 2021 as well, but to a ~~portion of those unrecorded tax benefits. As a comparison, for~~lesser extent with increased operational performance offset by the ~~nine months ended September 30, 2019, our tax losses in Canada generated $4.8 million of income tax benefits which we did not recognize~~reduction in the ~~income tax provision, as compared to taxable income in Canada for~~employee wage subsidies. Also impacting the ~~nine months ended September 30, 2020, which resulted~~increase in the ~~recognition of $2.9 million in tax benefits. Decreased taxable income in the remainder of our Canadian entities further reduced our provision for income taxes which~~rate was ~~partially offset by an increase in taxable income in the United States. The provision for income taxes and the effective tax rate were also impacted by~~ the release of $1.1 million of uncertain tax liabilities in the third quarter of 2020. Our effective tax rate for the nine months ended September 30, 2021 was relatively consistent to the comparable period in the prior year.

Liquidity and Capital Resources


		Nine Months Ended					Nine Months Ended
		September 30,					September 30,
(in thousands)	(in thousands)	2020		2019		(in thousands)	2021		2020
Net cash from operating activities	Net cash from operating activities	$	317,432	$	284,675	Net cash from operating activities	$	368,226	$	317,432
Net cash used in investing activities	Net cash used in investing activities	(160,296)		(187,109)		Net cash used in investing activities	(169,267)		(160,296)
Net cash used in financing activities	Net cash used in financing activities	(51,975)		(44,132)		Net cash used in financing activities	(71,762)		(51,975)

Net cash from operating activities

Net cash from operating activities for the nine months ended September 30, ~~2020~~2021 was ~~$317.4~~$368.2 million, an increase of ~~$32.8~~$50.8 million from the comparable period in ~~2019.~~2020. The increase in operating cash flows from the comparable period of ~~2019 was most predominantly attributable to deferring the payment~~2020 resulted from greater levels of ~~certain~~operating income and improved working capital management in 2021 despite an increase in cash income taxes and US payroll taxes ~~amounting~~paid in the nine months ended September 30, 2021 when compared to ~~approximately $23.2~~the nine months ended September 30, 2020. Cash income taxes paid, net of refunds, increased $34.0 million ~~as allowed for under~~due to higher pre-tax income and a $7.7 million tax refund received in the ~~CARES Act, the refund~~third quarter of ~~$7.7 million~~2020 associated with prior year amended tax returns previously under ~~audit~~audit. Additionally, under the CARES Act, starting in the second quarter of 2020, we deferred US payroll tax remittances. As of September 30, 2020, we had deferred a total of $23.2 million. In the nine months ended September 30, 2021, we both remitted our normal 2021 US payroll taxes and remitted $16.5 million of the ~~receipt~~US payroll taxes we had previously deferred in 2020. The remaining payroll taxes deferred in 2020 under the CARES Act must be remitted no later than December 2022.

Table of ~~$10.5 million associated with the CEWS subsidy, partially offset by a $13.6 million increase in interest payments.~~Contents

Net cash used in investing activities

Net cash used in investing activities for the nine months ended September 30, ~~2020~~2021 was ~~$160.3~~$169.3 million, ~~a decrease~~an increase of ~~$26.8~~$9.0 million from the comparable period in ~~2019. Net~~2020. The increase in net cash used in investing activities ~~decreased most notably~~as compared to the same prior year period was due to ~~decreases~~$14.0 million of incremental cash outflows for acquisitions with a reduction of $7.7 million in ~~cash paid for additions to property, plant and equipment and acquisitions,~~proceeds from the sale of businesses, partially offset by ~~an increase in cash paid for available-for-sale securities. As noted earlier, in response to the uncertainty surrounding COVID-19, we reduced our 2020 planned~~$12.8 million less of capital ~~expenditure spending.~~expenditures, net of disposals.

Net cash used in financing activities

Net cash used in financing activities for the nine months ended September 30, ~~2020~~2021 was $71.8 million, as compared to $52.0 million ~~compared to $44.1 million for~~in the comparable period in ~~2019.~~2020. This increase of ~~$7.8~~$19.8 million was ~~mostly~~primarily due to an increase in repurchases of common stock of ~~$23.2~~$8.9 million ~~partially offset by a decrease~~during the first nine months of 2021. The change in ~~deferred financing costs~~uncashed checks due to the timing of payments made, higher finance lease principal payments and ~~premium paid~~higher tax payments related to withholdings on vested stock also contributed to the ~~2019 refinancing of long term debt.~~increase in net cash used in financing activities. For additional information regarding our financing activities, see Note 11, "Financing Arrangements," to the accompanying unaudited consolidated financial statements.

Adjusted Free Cash Flow

Management considers adjusted free cash flow to be a measurement 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 define adjusted free cash flow as net cash

~~Table of Contents~~

from operating activities, less additions to property, plant and equipment plus proceeds from sales or disposals of fixed assets. We exclude cash impacts of items derived from non-operating activities such as taxes paid in connection with divestitures and ~~in the current period~~ have also excluded cash paid in connection with the 2020 purchase of our corporate headquarters and certain capital improvements to the site as these expenditures are considered one-time in nature. 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 of net cash from operating activities to adjusted free cash flow for the following periods (in thousands):


		Nine Months Ended					Nine Months Ended
		September 30,					September 30,
		2020		2019			2021		2020
Net cash from operating activities	Net cash from operating activities	$	317,432	$	284,675	Net cash from operating activities	$	368,226	$	317,432
Additions to property, plant and equipment	Additions to property, plant and equipment	(150,357)		(174,533)		Additions to property, plant and equipment	(146,654)		(150,357)
Purchase and capital improvements of corporate headquarters	Purchase and capital improvements of corporate headquarters	21,080		—		Purchase and capital improvements of corporate headquarters	—		21,080
Proceeds from sale and disposal of fixed assets	Proceeds from sale and disposal of fixed assets	7,307		8,948		Proceeds from sale and disposal of fixed assets	16,424		7,307
Adjusted free cash flow	Adjusted free cash flow	$	195,462	$	119,090	Adjusted free cash flow	$	237,996	$	195,462

~~Working~~Summary of Capital Resources including Financing Arrangements

At September 30, ~~2020,~~2021, cash and cash equivalents and marketable securities totaled ~~$532.3~~$711.5 million, compared to ~~$414.4~~$571.0 million at December 31, ~~2019.~~2020. At September 30, ~~2020,~~2021, cash and cash equivalents held by our foreign subsidiaries totaled ~~$113.8 million and were readily convertible into other currencies including U.S. dollars. At September 30, 2020, the~~$141.3 million. The cash and cash equivalents and marketable securities balance for our U.S. operations was ~~$418.6~~$570.2 million at September 30, 2021, and our U.S. operations had net operating cash flows of ~~$256.1~~$360.6 million for the nine months ended September 30, ~~2020.~~2021. Additionally, we have a $400.0 million revolving credit facility of which, as of September 30, 2021, approximately ~~$249.1~~$288.5 million was available to borrow ~~at September 30, 2020.~~and letters of credit under the credit facility in the amount of $111.5 million were outstanding. Based on the above and on our current plans, we believe that our operations have and will continue to have adequate financial resources to satisfy current liquidity needs.

Financing arrangements are discussed in Note 11, “Financing Arrangements,” to our unaudited consolidated financial statements included in this report. 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 as well as any cash needs relating to our stock repurchase program.~~needs. Furthermore, our existing cash balance and the availability of borrowings under our revolving credit facility provide additional potential sources of liquidity should they be required.

~~Financing Arrangements~~

Financing arrangements are discussed in Note 11, “Financing Arrangements,” to our unaudited consolidated financial statements included in this report. As discussed therein, the Company maintains a $400.0 million revolving credit facility, the expiration of which has been extended from November 1, 2021 to October 28, 2025 through an amended and restated credit facility executed on October 28, 2020. The Company had approximately $249.1 million available to borrow and outstanding letters of credit were $123.5 million at September 30, 2020. At December 31, 2019, approximately $229.2 million was available to borrow and outstanding letters of credit were $146.9 million. We continue to monitor our debt instruments and evaluate opportunities where it may be beneficial to refinance or reallocate the portfolio.

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On October 8, 2021, we entered into Incremental Facility Amendment No. 2 to our existing Term Loan Agreement. Incremental Facility Amendment No. 2 provided for a new class and series of Term Loans ("2028 Term Loans") in the aggregate principal amount of $1.0 billion. We funded the HydroChemPSC Acquisition with $983.0 million of net proceeds from the issuance of the 2028 Term Loans and $253.4 million of cash on hand. Refer to Note 11, "Financing Arrangements," to our unaudited consolidated financial statements included in this report for further information on the terms of the 2028 Term Loans. We anticipate that our future cash flows provided by operating activities will provide the necessary funds on a short and long-term basis to meet our operating cash requirements, including servicing the incremental 2028 Term Loans used to fund the HydroChemPSC Acquisition.

As of September 30, ~~2020,~~2021, we were in compliance with the covenants of all our debt agreements, and we believe it is reasonably likely that we will continue to meet such covenants.

Common Stock Repurchases Pursuant to Publicly Announced Plan

The Company's common stock repurchases are made pursuant to the previously authorized board approved plan to repurchase up to $600.0 million of the Company's common stock. During the three and nine months ended September 30, 2021, the Company repurchased and retired a total of approximately 33.4 thousand and 533.4 thousand shares of the Company's common stock, respectively, for total expenditures of approximately $3.0 million and $48.4 million, respectively. During the three and nine months ended September 30, 2020, the Company repurchased and retired a total of approximately 0.4 million and 0.7 million shares ~~respectively,~~ of the Company's common stock, respectively, for total ~~costs~~expenditures of approximately $22.2 million and $39.5 million, respectively. During the three and nine months ended September 30, 2019, the Company repurchased and retired a total of approximately 0.1 million and 0.2 million shares, respectively, of the Company's common stock for total costs of approximately $5.1 million and $16.4 million, respectively.

~~Table of Contents~~

Through September 30, ~~2020,~~2021, the Company has repurchased and retired a total of approximately ~~6.6~~7.6 million shares of its common stock for approximately ~~$354.9~~$438.6 million under this program. As of September 30, ~~2020,~~2021, an additional ~~$245.1~~$161.4 million remained available for repurchase of shares under this program.

Environmental Liabilities


(in thousands, except percentages)	(in thousands, except percentages)	September 30, 2020		December 31, 2019		Change		% Change		(in thousands, except percentages)	September 30, 2021		December 31, 2020		Change		% Change
Closure and post-closure liabilities	Closure and post-closure liabilities	$	84,216	$	75,651	$	8,565	11.3	%	Closure and post-closure liabilities	$	93,028	$	87,926	$	5,102	5.8	%
Remedial liabilities	Remedial liabilities	115,567		114,173		1,394		1.2		Remedial liabilities	110,816		114,813		(3,997)		(3.5)
Total environmental liabilities	Total environmental liabilities	$	199,783	$	189,824	$	9,959	5.2	%	Total environmental liabilities	$	203,844	$	202,739	$	1,105	0.5	%

Total environmental liabilities as of September 30, ~~2020~~2021 were ~~$199.8~~$203.8 million, an increase of ~~$10.0~~$1.1 million compared to December 31, ~~2019. This increase was~~2020, primarily due to accretion of ~~$8.1~~$8.6 million, ~~a $4.5 million increase~~new liabilities, including those assumed in ~~the closure and post-closure liabilities associated with one commercial landfill for which the Company has initiated closure plans and increases to remedial liabilities~~acquisitions, of ~~$3.3~~$2.4 million and ~~$1.8~~changes in estimates recorded to the consolidated balance sheet of $1.9 million, ~~for an inactive site and Superfund site, respectively, resulting from receiving updated regulatory remediation requirements. These increases were~~ partially offset by expenditures of ~~$8.8~~$12.2 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 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 Expenditures

Capital expenditures in the first nine months of ~~2020~~2021 were ~~$150.4~~$146.7 million as compared to ~~$174.5~~$150.4 million in the same period of ~~2019. The~~2020. This decrease was primarily due to ~~planned reductions in spending in response to~~ the ~~uncertainty surrounding COVID-19 offset by the~~nonrecurring purchase of our corporate headquarters in January ~~2020.~~of 2020 offset by a return to more normalized spending habits in 2021 as compared to the prior year when we had reduced spending due to the uncertainties of COVID-19. We anticipate that ~~2020~~2021 capital spending, net of disposals, will be in the range of ~~$176.0~~$190.0 million to ~~$196.0 million,~~$210.0 million. This projected amount is inclusive of the ~~$21.1 million already spent on~~capital expenditures for both the ~~purchase~~legacy Clean Harbors operations and ~~capital improvements of our corporate headquarters. However, unanticipated~~the acquired HydroChemPSC 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.

Permitting and planning for the new incinerator project at our Kimball, Nebraska facility continue with an estimated completion date in early 2025. We are endeavoring upon this project in response to continued increasing demand for disposal outlets of regulated waste materials, and we expect the new incinerator to have an annual practical capacity of approximately 70,000 tons. We currently anticipate approximately $180.0 million of total capital expenditures for this project, the highest concentration of which is expected in 2022 and 2023. We expect total 2021 capital spending will be approximately $6.0 million, which is included in the 2021 capital spending range noted above, and includes $2.7 million which we have spent as of September 30, 2021.

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Critical Accounting Policies and Estimates

Other than as described below, there were no material changes in the first nine months of ~~2020~~2021 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, ~~2019.~~2020.

~~Goodwill and Other Long-Lived Assets~~Goodwill. . Goodwill is reviewed for impairment annually as of December 31 or when events or changes in the business environment ~~(triggering events)~~ indicate the carrying value of a reporting unit may exceed its fair value. This review is performed by comparing the fair value of each reporting unit to its carrying value, including goodwill. If the fair value is less than the carrying amount, a loss is recorded for the excess of the carrying value over the fair value up to the carrying amount of goodwill.

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. As of September 30, 2020 and December 31, 2019, we continue to have four reporting units, consisting of Environmental Sales and Service, Environmental Facilities, Safety-Kleen Oil and Safety-Kleen Environmental Services.

We conducted our annual impairment test of goodwill for all of our reporting units to which goodwill ~~was~~is allocated as of December 31, ~~2019~~2020 and determined that no adjustment to the carrying value of goodwill for any reporting unit was then necessary. ~~In all cases~~As a result of changes in our organizational structure and resulting change in our operating segments discussed above, we concluded that, for purposes of reviewing for potential goodwill impairment, we now have three reporting units. The Environmental Services operating segment has two reporting units consisting of (i) Environmental Sales and Service which includes the ~~estimated~~legacy Environmental Sales and Service reporting unit and certain operations previously included within Safety-Kleen Environmental Services including the core service offerings of containerized waste, parts washer and vacuum services and (ii) Environmental Facilities, unchanged from prior year. The Safety-Kleen Sustainability Solutions operating segment is a single reporting unit which includes the legacy Safety-Kleen Oil reporting unit and the remaining operations of the legacy Safety-Kleen Environmental Services reporting unit primarily consisting of collection services for waste oil, anti-freeze and used oil filters as well as the sale of bulk blended re-refined oil and other automotive related finished fluid products. The Company allocated goodwill to the newly identified reporting units using a relative fair value approach. In addition, the Company completed an assessment of ~~each~~any potential goodwill impairment for all reporting ~~unit significantly exceeded its carrying value.~~

Our long-lived assets are carried on our financial statements based on their cost less accumulated depreciation or amortization. Long-lived assets with finite lives are reviewed for impairment whenever events or changes in circumstances ("triggering events") indicate that their carrying value may not be entirely recoverable. When such factorsunits immediately prior and ~~circumstances exist, management compares the projected undiscounted future cash flows associated with the related asset or group of assets~~subsequent to the ~~respective carrying amounts. The~~reallocation and determined that no impairment ~~loss, if any, would be measured as the excess of the carrying amount over the fair value of the asset and is recorded in the period in which the determination is made.~~

~~Table of Contents~~existed.

During the three month periods ended March 31, 2020, June 30, 2020 and September 30, 2020, we considered the actual and expected future impacts of COVID-19 and the overall decline in oil demand and pricing, partially driven by the global response to COVID-19, and concluded that no triggering event had occurred. This conclusion was based on a qualitative analysis incorporating (i) the significant excess fair value that previously existed in each reporting unit, (ii) an assessment of the actual operations of the Company during the nine months ended September 30, 2020 and (iii) an assessment of the current and long-term performance of the Company given expectations that the effects on the operations and cash flows of each reporting unit arising from these disruptions will be short lived.

We will continue to evaluate our goodwill and other long-lived assets impacted by economic downturns. The market conditions which could lead to such future impairments are currently most prevalent for assets supporting our oil and gas field services and lodging services operations within the Environmental Sales & Services reporting unit and goodwill associated with our Safety-Kleen Oil reporting unit.

Our assumptions with respect to future cash flows and conclusions with respect to asset impairments could be impacted by changes arising from (i) a further significant deterioration in market conditions arising from COVID-19, (ii) a sustained period of economic and industrial slowdowns resulting from social distancing guidelines and/or larger scale economic shutdowns, (iii) continued reduced demand for base and blended oil products and an inability to price our oil related products and services to maintain profitability, (iv) inability to scale our operations and implement cost reduction efforts in light of reduced demand or (v) a further decline in our share price for a sustained period of time. These factors, among others, could significantly impact the impairment analysis and may result in future goodwill or asset impairment charges that, if incurred, could have a material adverse effect on our financial condition and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Other than the draw down on March 31, 2020, of $150.0 million from our available borrowings under our revolving credit facility, which had been repaid in full as of September 30, 2020, there~~There were no material changes in the first nine months of ~~2020~~2021 to the information provided under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

2020.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer 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, ~~2020~~2021 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 Chief Executive Officer 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 nine months ended September 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As a result of the COVID-19 pandemic, certain employees of the Company began working remotely in March 2020, and some continue to work remotely through September 30, 2020. These changes to the working environment did not have a material effect on the Company’s internal control over financial reporting. We will continue to monitor the impact of COVID-19 on our internal control over financial reporting.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 16, “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

~~Except as set forth below, during the nine months ended September 30, 2020, there were~~There have been no material changes ~~from~~to the risk factors ~~as previously disclosed~~from the information provided in Item 1A1A. in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019 other than~~2020, with the ~~update described below.~~exception of those discussed below:

Risks Affecting All of Our Businesses

Natural disasters or other catastrophic events, including pandemics, and their residual macroeconomic effects could negatively affect our business, financial condition and results of operations.

Natural disasters such as hurricanes, tornados or earthquakes or other catastrophic events, including public health threats or outbreaks of communicable diseases ~~including~~such as the recent ~~novel coronavirus~~COVID-19 pandemic, could negatively affect our operations and financial performance. The direct and indirect impact of such events could include physical damage to one or more of our facilities or equipment, the temporary ~~lack of an adequate workforce in a market and the temporary~~ disruption in rail or truck transportation services upon which we ~~rely.~~rely or the lack of an adequate workforce in markets. These events could prevent or delay shipments to customers or from suppliers, ~~or to customers~~including suppliers of capital equipment, and reduce ~~both volumes~~revenue and ~~revenue.~~ volumes. Residual and lingering macroeconomic effects from such events could continue to impact our supply chain, distribution network and/or ability to maintain an adequate work force . These impacts could have a material adverse effect on our business, financial condition and results of operations.

Weather conditions and other event driven special projects also cause interim variations in our results. These events could adversely impact the ability of the Company's suppliers and customers to conduct business activities and could ultimately do so for an indefinite period of time. As a result, we may be required to suspend operations in some or all of our locations, which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to our Acquisition of HydroChemPSC

If we are unable to successfully integrate the business and operations of HydroChemPSC and any future acquisitions and realize synergies in the expected time frame, our future results could be adversely affected.

On October 8, 2021, we completed the previously announced acquisition of HydroChemPSC for cash consideration in an amount equal to $1.24 billion, subject to customary purchase price adjustments. Much of the potential benefit of such completed and future acquisitions will depend on our integration of the businesses and operations of the acquired companies into our business and operations through implementation of appropriate management and financial reporting systems and controls. We may experience difficulties in such integration, and the integration process may be costly and time-consuming. Such integration will require the focused attention of both Clean Harbors' and the acquired company's management teams, including a significant commitment of their time and resources, which could have a material impact on the revenues and operating results of the combined company. The success of the acquisition will depend, in part, on the combined company's ability to realize the anticipated benefits from combining the businesses of Clean Harbors and the acquired businesses through cost reductions in overhead, greater efficiencies, cross selling opportunities, increased utilization of support facilities and the adoption of mutual best practices. To realize these anticipated benefits, however, the businesses of Clean Harbors and the acquired companies must be successfully combined.

If the combined company is not able to achieve these objectives, the anticipated benefits to us of the acquisitions may not be realized fully or at all or may take longer to realize than expected. It is possible that the integration processes could result in the loss of key employees, as well as the disruption of each company's ongoing businesses, failure to implement the business plan for the combined company, unanticipated issues in integrating operating, logistics, information, communications and other systems, unanticipated changes in applicable laws and regulations, operating risks inherent in our business or inconsistencies in standards, controls, procedures and policies or other unanticipated issues, expenses and liabilities, any or all of which could adversely affect our ability to maintain relationships with our and the acquired companies' customers and employees or to achieve the anticipated benefits of the acquisitions.

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Our acquisitions of HydroChemPSC and other potential acquired companies may expose us to unknown liabilities.

If there are unknown liabilities or other obligations, including contingent liabilities, arising from our acquisitions of HydroChemPSC and other potential acquired companies, our business could be materially affected. We may learn additional information about HydroChemPSC and other potential acquired companies that adversely affects us, such as unknown liabilities or other issues relating to internal controls over financial reporting, issues that could affect our ability to comply with the Sarbanes-Oxley Act or issues that could affect our ability to comply with other applicable laws.

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.

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)
July 1, 2020 through July 31, 2020 12,352 $ 58.30 — $ 267,346
August 1, 2020 through August 31, 2020 41,562 62.26 38,316 264,952
September 1, 2020 through September 30, 2020 365,614 54.43 363,977 245,149
Total 419,528 55.32 402,293


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)
July 1, 2021 through July 31, 2021	58,016	$	91.19	33,449	$	161,442
August 1, 2021 through August 31, 2021	1,709	95.00		—	161,442
September 1, 2021 through September 30, 2021	1,835	103.64		—	161,442
Total	61,560	—		33,449

________________

(1) Includes ~~17,235~~28,111 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 stock repurchase program includes the commissions paid to brokers.

(3) Our board of directors has authorized the repurchase of up to $600.0 million of our common stock. 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. ~~During April 2018, we implemented~~We maintain a repurchase plan in accordance with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. ~~On March 19, 2020,~~During the three months ended September 30, 2021 we ~~cancelled this~~repurchased 33,449 shares under the Rule 10b5-1 ~~plan. All future~~plan for a total of $3.0 million. Future repurchases will also be made ~~in the~~as open market or privately negotiated transactions as described ~~above or upon the execution of a new Rule 10b5-1 plan, if implemented.~~above. We have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

Item No.

Description

Location

31.1

Rule 13a-14a/15d-14(a) Certification of the CEO Alan S. McKim

Filed herewith

31.2

Rule 13a-14a/15d-14(a) Certification of the CFO Michael L. Battles

Filed herewith

Section 1350 Certifications

Filed herewith

101

Interactive 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~~quarterly period ended September 30, ~~2020,~~2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Operations, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Cash Flows, (v) Unaudited Consolidated Statements of Stockholders’ Equity and (vi) Notes to Unaudited Consolidated Financial Statements.

104

The cover page from the Company's Quarterly Report on Form 10-Q for the ~~quarter~~quarterly period ended September 30, ~~2020,~~2021, formatted in iXBRL and contained in Exhibit 101.

_______________________

* 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.

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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:	/s/ ALAN S. MCKIM
			Alan S. McKim
			Chairman, President and Chief Executive Officer

Date:	November ~~4, 2020~~3, 2021

		By:	/s/ MICHAEL L. BATTLES
			Michael L. Battles
			Executive Vice President and Chief Financial Officer

Date:	November ~~4, 2020~~3, 2021

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Current Obligations:	September 30, 2020		December 31, 2019
Secured senior term loans ("Term Loans")	$	7,535	$	7,535

Long-Term Obligations:
Secured senior Term Loans due June 30, 2024	$	721,510	$	727,162
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
Long-term obligations, at par	$	1,566,510	$	1,572,162
Unamortized debt issuance costs and premium, net	(15,754)		(18,046)
Long-term obligations, at carrying value	$	1,550,756	$	1,554,116