Clean Harbors Inc.

10/28/2026 | Press release | Distributed by Public on 10/28/2026 09:11

Quarterly Report for Quarter Ending SEPTEMBER 30, 2026 (Form 10-Q)

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," "aims," "will," "seeks," "should," "estimates," "projects," "may," "likely," "potential" or similar expressions. Such statements may include, but are not limited to, statements about our future financial and operating results, plans, strategy, objectives and goals, strategic initiatives, cost management initiatives, pricing and productivity initiatives, contingent liabilities, interest expense, liquidity, business, economic and market conditions, trends, customer demand, expectations regarding new customer contracts, impacts of tariffs and new legislation, acquisitions, capital spending, growth opportunities and investments, expectations, challenges and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of our management as of the date of this report only and are subject to certain risks and uncertainties that could cause actual results, performance or achievements to differ materially, including, without limitation: operational and safety risks; risks relating to the failure of new or existing technologies; risks associated with the use of artificial intelligence; cybersecurity risks; the occurrence of natural disasters or other catastrophic events, as well as their residual macroeconomic effects; risks associated with retaining and hiring key personnel; environmental liability and product liability risks relating to hazardous waste management and other components of our business; negative economic, industry or other developments, including market volatility or economic downturns; risks associated with our assumptions relating to expansion of our landfills; reductions in the demand for emergency response services at industrial facilities or on roadways, railways or waterways, and other remedial projects and regulatory developments; reductions in the demand for oil products and automotive services and volatility in oil prices in the markets we serve; changes in statutory and regulatory requirements and risks relating to extensive environmental laws and regulations; risks associated with existing and potential litigation; risks associated with our identification and execution of strategic capital expenditures, acquisitions and divestitures and their related liabilities; risks relating to the availability and sufficiency of our insurance coverage, self-insurance, surety bonds, letters of credit and other forms of financial assurance; impact of new tax legislation or changes in tax regulations and interpretations; the imposition of trade sanctions or tariffs; fluctuations in interest rates and foreign currency exchange rates; risks relating to our indebtedness and covenants in our debt agreements; risks associated with certain anti-takeover provisions under the Massachusetts Business Corporation Act and our By-Laws; and those items discussed elsewhere in this report or identified as "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 18, 2026, 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. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
Overview
We are North America's leading provider of environmental and industrial services supporting our customers in finding environmentally responsible solutions to further their sustainability goals in today's world. Everywhere industry meets the environment, we strive to provide sustainable services and products that protect and restore North America's natural environment. We believe we operate, in the aggregate, the largest number of hazardous waste incinerators, landfills and treatment, storage and disposal facilities, or TSDFs, in North America. We serve over 350,000 customers, including the majority of Fortune 500 companies, across various markets, including chemical and manufacturing, as well as numerous government agencies. These customers rely on us to safely deliver a broad range of services including but not limited to end-to-end hazardous waste management, emergency response, industrial cleaning and maintenance, and recycling services. We are also a leading provider of parts cleaning and related environmental services to general manufacturing, automotive and commercial customers in North America and the largest re-refiner and recycler of used oil in North America.
Performance of our segments is evaluated on several factors, of which the primary financial measure is adjusted earnings before interest, taxes, depreciation, and amortization, or Adjusted EBITDA, a non-GAAP measure that is reconciled to our GAAP net income and described more fully below. The following is a discussion of how management evaluates our segments in regards to other factors including key performance indicators that management uses to assess the segments' results, as well as certain macroeconomic trends and influences that impact each reportable segment:
•Environmental Services - The Environmental Services segment results are driven by customer demand for our wide variety of services: the volume, pricing and mix of waste managed; and project work requiring responsible waste handling and disposal. Environmental Services results are also impacted by the demand for planned and unplanned industrial related cleaning and maintenance services at customer sites and environmental cleanup services on a
scheduled or emergency basis, including response to large-scale events such as major chemical spills, natural disasters, or other instances where immediate and specialized services are required. The Environmental Services segment results include the Safety-Kleen branches' core environmental service offerings of containerized waste disposal, parts washer and vacuum services. These results are driven by the volumes of waste collected from these customers, the overall number of parts washers placed at customer sites, and the demand for and frequency of other offered services. In managing the business and evaluating performance, management tracks the volumes and mix of waste handled and disposed of or recycled, generally through our incinerators, TSDFs and landfills; the utilization rates of our incinerators, equipment and workforce, including billable hours and the number of parts washer services performed; and pricing realized by our business and peer companies as well as other key metrics. Levels of activity and ultimate performance associated with this segment can be impacted by several factors including overall North American GDP; U.S. industrial production; economic conditions in the general manufacturing, chemical and automotive markets; efforts and economic incentives to increase domestic operations; available capacity at waste disposal outlets; demand for industrial cleaning and related industrial services; weather conditions; efficiency of our operations; technology, including the increased use of artificial intelligence; changing regulations; competition; market pricing of our services; costs incurred to deliver our services; and the management of our related operating costs.
•Safety-Kleen Sustainability Solutions - The Safety-Kleen Sustainability Solutions, or SKSS, segment results are impacted by our customers' demand for high-quality, environmentally responsible recycled oil products and their demand for our related service and product offerings. SKSS provides collection services for used oil, used oil filters and other automotive related fluids, which allows customers to manage these wastes in a responsible and compliant way while also converting these waste streams into high-quality products for re-use. SKSS offers high-quality recycled base and blended oil products and other automotive and industrial lubricants to end users, including fleet customers, distributors, manufacturers of oil products and industrial plants. Segment results are impacted by market pricing, overall demand and the mix of our oil products sales. Segment results are also predicated on the demand for other SKSS product and service offerings, including collection services for used oil, used oil filters and other automotive fluids. The used oil collected is used as feedstock in our oil re-refining process to produce our base and blended oil products and other hydraulic oils, lubricants and recycled fuel oil or are integrated into our recycling and disposal network. In operating the business and evaluating performance, management tracks the volumes of used oil and other waste streams collected and relative percentages of base and blended oil sales. Management also monitors various pricing metrics associated with the commodity driven margin between product pricing and the overall revenue generation along with related costs. Levels of activity and ultimate performance associated with this segment can be impacted by economic conditions in the manufacturing and automotive services markets; efficiency of our operations; technology, including the increased use of artificial intelligence; weather conditions; changing regulations; competition; and the management of our related operating costs. Overall product pricing as well as revenues generated and/or costs incurred in connection with the collection of used oil and other raw materials associated with the segment's oil-related products can also be volatile and can be impacted by global events and their relative impact on commodity products and pricing. The overall market price of oil, and regulations that change the possible usage of used oil or burning of used oil as a fuel, impact the premium the segment can charge for used oil collections.
Highlights
Total direct revenues for the three and nine months ended September 30, 2026 were $1,869.4 million and $5,064.0 million, compared with $1,549.3 million and $4,531.1 million for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2026, our Environmental Services segment direct revenues increased $219.8 million, or 16.5%, and $367.8 million, or 9.4%, respectively, from the comparable periods in 2025, driven by growth in Field and Emergency Response Services, which benefitted from a large scale emergency response event during these periods, as well as strong contributions from Technical Services and Safety-Kleen branch core services. For the three and nine months ended September 30, 2026, our SKSS segment direct revenues increased $100.3 million or 46.0% and $165.3 million or 25.9%, respectively, from the comparable periods in 2025, driven primarily by higher pricing of base and blended oil products and specialty refinery products.
Income from operations for the three and nine months ended September 30, 2026 was $318.1 million and $705.9 million, as compared with income from operations of $193.0 million and $514.9 million in the three and nine months ended September 30, 2025, respectively. Net income for the three and nine months ended September 30, 2026 was $208.1 million and $441.8 million, increases of 75.2% and 45.1% as compared with net income of $118.8 million and $304.4 million in the three and nine months ended September 30, 2025, respectively.
Adjusted EBITDA, which is the primary financial measure by which we evaluate the operating performance of our segments was $456.1 million for the three months ended September 30, 2026. This result represents a $135.9 million, or 42.5% increase, from
the $320.2 million of Adjusted EBITDA generated in the three months ended September 30, 2025. Growth in Adjusted EBITDA versus the comparable period in 2025 was driven by an $85.5 million increase in SKSS segment Adjusted EBITDA and a $68.2 million increase in Environmental Services segment Adjusted EBITDA. For the nine months ended September 30, 2026, Adjusted EBITDA increased $221.7 million, or 24.9%, from $891.3 million for the nine months ended September 30, 2025 to $1,113.0 million for the nine months ended September 30, 2026, led by a $145.0 million increase in SKSS segment Adjusted EBITDA and a $113.9 million increase in Environmental Services segment Adjusted EBITDA. Continued margin expansion in both of our operating segments led to a 370 basis point and 230 basis point increase in Adjusted EBITDA Margin (calculated as a percentage of direct revenues) for the three and nine months ended September 30, 2026, respectively as compared to the prior year periods. Additional information regarding Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP measures, including a reconciliation of net income to Adjusted EBITDA, appears below under "Adjusted EBITDA."
Net cash from operating activities for the nine months ended September 30, 2026 increased $153.0 million from $511.6 million in 2025 to $664.7 million in 2026, primarily due to higher operating income, partially offset by higher working capital impacts in 2026 as compared to the prior year period. Adjusted free cash flow, which management uses to measure our financial strength and ability to generate cash, was $383.0 million in the nine months ended September 30, 2026, compared to $248.1 million in the same period in 2025, an improvement of $134.9 million, primarily driven by higher cash flows from operating activities. Additional information regarding adjusted free cash flow, which is a non-GAAP measure, including a reconciliation of net cash from operating activities to adjusted free cash flow, appears below under "Adjusted Free Cash Flow."
Segment Performance
The primary financial measure by which we evaluate the performance of our segments is Adjusted EBITDA. The following table sets forth certain financial information associated with our results of operations (in thousands, except percentages):
Summary of Operations
Three Months Ended Nine Months Ended
September 30, September 30,
2026 2025 Change % Change 2026 2025 Change % Change
Direct Revenues (1):
Environmental Services $ 1,551,121 $ 1,331,300 $ 219,821 16.5% $ 4,260,210 $ 3,892,448 $ 367,762 9.4%
Safety-Kleen Sustainability Solutions 318,328 218,037 100,291 46.0 803,781 638,507 165,274 25.9
Corporate
- - - N/M - 186 (186) N/M
Total 1,869,449 1,549,337 320,112 20.7 5,063,991 4,531,141 532,850 11.8
Cost of Revenues (2):
Environmental Services 1,014,061 871,487 142,574 16.4 2,810,171 2,592,300 217,871 8.4
Safety-Kleen Sustainability Solutions 173,343 158,545 14,798 9.3 490,618 476,550 14,068 3.0
Corporate
20,610 18,458 2,152 N/M 47,570 35,021 12,549 N/M
Total 1,208,014 1,048,490 159,524 15.2 3,348,359 3,103,871 244,488 7.9
Selling, General & Administrative Expenses (3):
Environmental Services 111,668 102,584 9,084 8.9 328,142 292,134 36,008 12.3
Safety-Kleen Sustainability Solutions 18,503 18,555 (52) (0.3) 60,707 54,455 6,252 11.5
Corporate
75,176 59,549 15,627 26.2 213,817 189,431 24,386 12.9
Total 205,347 180,688 24,659 13.6 602,666 536,020 66,646 12.4
Adjusted EBITDA:
Environmental Services 425,392 357,229 68,163 19.1 1,121,897 1,008,014 113,883 11.3
Safety-Kleen Sustainability Solutions 126,482 40,937 85,545 209.0 252,456 107,502 144,954 134.8
Corporate
(95,786) (78,007) (17,779) (22.8) (261,387) (224,266) (37,121) (16.6)
Total $ 456,088 $ 320,159 $ 135,929 42.5% $ 1,112,966 $ 891,250 $ 221,716 24.9%
Adjusted EBITDA as a % of Direct Revenues:
Environmental Services (4)
27.4 % 26.8 % 0.6 % 26.3 % 25.9 % 0.4 %
Safety-Kleen Sustainability Solutions (4)
39.7 % 18.8 % 20.9 % 31.4 % 16.8 % 14.6 %
Corporate (5)
(5.1) % (5.0) % (0.1) % (5.2) % (4.9) % (0.3) %
Total 24.4 % 20.7 % 3.7 % 22.0 % 19.7 % 2.3 %
________________
N/M = not meaningful
(1)Direct revenues are revenues allocated to the segment performing the provided service or selling the product.
(2)Cost of revenues is shown exclusive of (i) accretion of environmental liabilities and (ii) depreciation and amortization which are presented separately on the Consolidated Statements of Operations.
(3)Selling, general and administrative or SG&A expenses are shown exclusive of stock-based compensation, which is presented in SG&A expenses on our Consolidated Statements of Operations, but are not included in our measurement of Adjusted EBITDA. See Adjusted EBITDA section below for a reconciliation of net income to Adjusted EBITDA.
(4)Calculated as a percentage of individual segment direct revenues.
(5)Calculated as a percentage of our total direct revenues.
Direct Revenues
There are many factors that can impact our revenues including, but not limited to, macroeconomic conditions; overall levels of industrial activity and economic growth in North America; competitive industry pricing; commodity pricing; overall market incineration capacity, including captive incineration closures; changes in the regulatory environment, including those related to per- and polyfluoroalkyl substances, or PFAS; impacts of acquisitions and divestitures; the level of emergency response services; government infrastructure investment; reshoring of domestic manufacturing; existence or non-existence of large-scale environmental waste and remediation projects and the related project pipeline; weather-related events; the number of parts washers placed at customer sites; miles driven and related lubricant demand; base and blended oil pricing; market supply for base oil products; market changes relative to the collection of used oil; and foreign currency fluctuations. In addition, customer efforts to minimize hazardous waste and changes in regulations can impact our revenues.
Environmental Services
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
Direct revenues $ 1,551,121 $ 1,331,300 $ 219,821 16.5 % $ 4,260,210 $ 3,892,448 $ 367,762 9.4 %
Environmental Services direct revenues for the three months ended September 30, 2026 increased $219.8 million from the comparable period in 2025. Field and Emergency Response Services revenues increased $168.9 million for the three months ended September 30, 2026 from the comparable period in 2025, driven by incremental revenues from emergency response projects including a large-scale emergency response event that occurred during the period that contributed approximately $120 million of revenues. Revenues from Safety-Kleen core service offerings for the three months ended September 30, 2026 grew by $29.9 million from the comparable period in 2025 due to greater volumes and pricing of our containerized waste, vacuum and parts washer services. Technical Services revenues increased $16.5 million during the three months ended September 30, 2026 driven by higher pricing, including fuel surcharges, and overall greater waste volumes handled. Utilization at our incinerators was 87% in the three months ended September 30, 2026, as compared to 88% in the same period in 2025. Revenues from Industrial Services increased $4.6 million during the three months ended September 30, 2026.
Environmental Services direct revenues for the nine months ended September 30, 2026 increased $367.8 million from the comparable period in 2025. Field and Emergency Response Services revenues increased $189.7 million for the nine months ended September 30, 2026 from the comparable period in 2025 driven by incremental revenues from emergency response projects during the first nine months of 2026 including two large-scale emergency response events. Technical Services revenues for the nine months ended September 30, 2026 increased $120.8 million from the comparable period in the prior year. A PFAS-related filtration project, primarily in the second quarter, contributed over $40 million in revenues during the nine months ended September 30, 2026. The remaining increase in Technical Services revenues was attributable to incremental revenues from pricing, including fuel surcharges, increased volumes handled and additional PFAS-related work. Utilization at our incinerators was 86% in the first nine months of 2026 as compared to 85% in the same period in 2025. Revenues from Safety-Kleen core service offerings for the nine months ended September 30, 2026 grew by $77.0 million from the comparable period in 2025 due to greater volumes and pricing of our containerized waste, vacuum and parts washer services. Partially offsetting the broad revenue growth across the Environmental Services segment was a $17.7 million decrease in Industrial Services revenues, driven by lower demand for industrial maintenance and turnaround services as compared to 2025, with the impact concentrated largely in the first quarter of 2026.
Safety-Kleen Sustainability Solutions
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
Direct revenues $ 318,328 $ 218,037 $ 100,291 46.0 % $ 803,781 $ 638,507 $ 165,274 25.9 %
In the three months ended September 30, 2026, SKSS direct revenues increased $100.3 million compared to the same period in 2025, primarily due to higher market pricing of oil-based products, which drove a $75.2 million and $15.2 million increase in base and blended oil products, respectively. Revenues from the sale of vacuum gas oil and specialty refinery products increased $6.3 million compared to the same period in 2025.
In the nine months ended September 30, 2026, SKSS direct revenues increased $165.3 million compared to the same period in 2025 reflecting higher market pricing of oil-based products. Revenues from the sale of base and blended oil products increased $103.1 million and $22.0 million, respectively, due to this higher pricing as compared to the prior year period. Revenues from used oil collection services increased $24.4 million from the prior year period, attributable to higher pricing for these waste oil collection services. Additionally, revenue from the sale of vacuum gas oil and specialty refinery products increased $10.8 million from the same period in 2025.
Cost of Revenues
We believe disciplined management of operating costs is vital to our ability to remain price competitive. We experience cost pressures across several categories, most notably internal and external labor and benefits, self-insurance claims costs, transportation, maintenance, fuel and other energy-related costs. In addition, we are subject to uncertainty and potential cost increases arising from evolving regulatory and macroeconomic conditions. We aim to offset these increases through continuous cost management and operational efficiency initiatives, including reducing employee turnover and strategically consolidating operations into regional hubs serving multiple business lines. Further, we manage customer pricing strategies which are designed to offset the inflationary impacts on our margins.
We continue to upgrade the quality and efficiency of our services through the development or adoption of new technology, including through the increased use of artificial intelligence, and continued modifications and expansion at our facilities while also leveraging certain fixed costs of our operating infrastructure. We invest in new business opportunities and aggressively implement strategic sourcing and logistics solutions, while also continuing to retain and optimize our workforce and operating structure in an effort to manage our operating margins.
Environmental Services
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
Cost of revenues $ 1,014,061 $ 871,487 $ 142,574 16.4 % $ 2,810,171 $ 2,592,300 $ 217,871 8.4 %
As a % of Direct revenues 65.4 % 65.5 % (0.1) % 66.0 % 66.6 % (0.6) %
Environmental Services cost of revenues for the three months ended September 30, 2026 increased $142.6 million from the comparable period in 2025, and was relatively flat as a percentage of revenues. Commensurate with the revenue growth in the business, including incremental costs due to the large-scale emergency response events discussed above, labor and benefit related costs increased $75.0 million and equipment and supply costs increased $33.2 million for the three months ended September 30, 2026 as compared to the same period in 2025. Due to higher market-based fuel pricing, transportation and fuel related costs increased $31.3 million during the three months ended September 30, 2026 compared to the same period in 2025.
Environmental Services cost of revenues for the nine months ended September 30, 2026 increased $217.9 million from the comparable period in 2025, but were lower as a percentage of revenues. Commensurate with the revenue growth in the business, including incremental costs due to the large-scale emergency response events discussed above, labor and benefit related costs increased $101.3 million. Due to higher market-based fuel pricing, transportation and fuel-related costs increased $64.3 million during the nine months ended September 30, 2026 compared to the same period in 2025. Also commensurate with the revenue growth in the business, equipment and supply costs increased $53.3 million for the nine months ended September 30, 2026, as compared to the same period in 2025. Revenue growth outpaced cost of revenues growth for the nine-month period and gross margins increased.
Safety-Kleen Sustainability Solutions
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
Cost of revenues $ 173,343 $ 158,545 $ 14,798 9.3 % $ 490,618 $ 476,550 $ 14,068 3.0 %
As a % of Direct revenues 54.5 % 72.7 % (18.2) % 61.0 % 74.6 % (13.6) %
SKSS cost of revenues for the three months ended September 30, 2026 increased $14.8 million from the comparable period in 2025; however, these costs improved 18.2% as a percentage of revenues. The decrease in cost as a percentage of revenues was driven by the higher pricing for base and blended oil products discussed above. The overall dollar increase was primarily driven by increased transportation and fuel costs due to higher market-based fuel pricing.
SKSS cost of revenues for the nine months ended September 30, 2026 increased $14.1 million from the comparable period in 2025 and improved 13.6% as a percentage of revenues. The decrease as a percentage of revenues was primarily driven by the higher pricing for base and blended oil products discussed above and lower acquisition costs of used oil feedstock. The overall dollar increase was primarily driven by increased transportation and fuel costs due to higher market-based fuel pricing.
Selling, General and Administrative Expenses
We aim to manage our SG&A expenses in line with the overall performance of our segments and corresponding revenue levels. Our goal is to achieve this through efficient use of labor resources, enhanced technology, including the increased use of artificial intelligence, process improvements and strategic expense management. Expanding our support functions globally has led to both profitability and productivity improvements. We believe our ability to properly align these costs with business performance is reflective of our strong management of the business and further promotes our ability to remain competitive in the marketplace.
The SG&A expenses set forth below exclude stock-based compensation expense, which is presented in SG&A on our Consolidated Statement of Operations, but is not included in our measurement of Adjusted EBITDA.
Environmental Services
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
SG&A expenses $ 111,668 $ 102,584 $ 9,084 8.9 % $ 328,142 $ 292,134 $ 36,008 12.3 %
As a % of Direct revenues 7.2 % 7.7 % (0.5) % 7.7 % 7.5 % 0.2 %
Environmental Services SG&A expenses for the three months ended September 30, 2026 increased $9.1 million from the comparable period in 2025 and improved as a percentage of revenues. The increase in SG&A expenses in the three months ended September 30, 2026 was driven by increased labor and benefits related costs of $5.2 million, primarily driven by higher incentive compensation and commission costs commensurate with the increase in revenues. The remaining increase was spread across various cost categories and partially driven by acquisitions completed in 2026.
Environmental Services SG&A expenses for the nine months ended September 30, 2026 increased $36.0 million from the comparable period in 2025. The results for the nine months ended September 30, 2025 include the impact of reducing the estimated costs to remediate a site by approximately $10 million in the first quarter of 2025. Absent this benefit in 2025, the remaining $26.0 million increase was primarily driven by a $13.1 million increase in labor and benefits related costs, driven by higher incentive compensation and commission costs commensurate with the increase in revenues. The remaining increase was spread across various cost categories partially driven by acquisitions completed during the period and higher business activity supporting the increased revenues for the period.
Safety-Kleen Sustainability Solutions
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
SG&A expenses $ 18,503 $ 18,555 $ (52) (0.3) % $ 60,707 $ 54,455 $ 6,252 11.5 %
As a % of Direct revenues 5.8 % 8.5 % (2.7) % 7.6 % 8.5 % (0.9) %
SKSS SG&A expenses for the three months ended September 30, 2026 remained relatively flat. Labor and benefits related costs, driven by higher commission costs commensurate with the increase in revenues discussed above, were offset by reductions across several cost categories. As a percentage of revenues, these costs improved 2.7% due to the overall increase in segment revenues discussed above.
SKSS SG&A expenses for the nine months ended September 30, 2026 increased $6.3 million as compared to the same period in 2025. This increase was primarily driven by a $3.2 million increase in a legal reserve in the second quarter of 2026 as well as a $2.7 million increase in labor and benefits related costs, driven by higher commission costs commensurate with the increase in revenues discussed above. As a percentage of revenues, these costs improved compared to the prior year period.
Corporate
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
SG&A expenses $ 75,176 $ 59,549 $ 15,627 26.2 % $ 213,817 $ 189,431 $ 24,386 12.9 %
As a % of Total Company Direct revenues 4.0 % 3.8 % 0.2 % 4.2 % 4.2 % - %
We manage our Corporate SG&A expenses commensurate with our overall total performance and direct revenues levels. Corporate SG&A expenses for the three months ended September 30, 2026 increased $15.6 million as compared to the same period in the prior year and as a percentage of revenues these costs remained relatively flat. The increase in Corporate SG&A expenses was primarily attributable to a $6.2 million increase in integration and strategic project costs for which we expect to derive long-term benefits. Additionally, labor and benefits related costs increased $3.1 million driven by higher incentive compensation. Severance costs, primarily related to acquisitions, increased $2.3 million. The remaining increases were spread across various cost categories and included additional costs for acquired businesses.
Corporate SG&A expenses for the nine months ended September 30, 2026 increased $24.4 million as compared to the same period in the prior year and as a percentage of revenues these costs remained flat. The increase in Corporate SG&A expenses was primarily attributable to a $13.4 million increase in labor and benefits related costs driven by higher incentive compensation. For the nine months ended September 30, 2026, total integration and strategic project costs were $13.5 million, an increase of $9.1 million from the same period in 2025 primarily due to acquisitions completed in 2026.
Adjusted EBITDA
Management considers Adjusted EBITDA to be a measurement of performance that provides useful information to both management and investors. Adjusted EBITDA should not be considered an alternative to net income or other measurements under generally accepted accounting principles, or GAAP. As reflected in the reconciliation below, we define Adjusted EBITDA as net income plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net other expense, net interest expense and provision for income taxes. Adjusted EBITDA also excludes impacts from certain transactions that are not deemed representative of fundamental segment results. Adjusted EBITDA is not calculated identically by all companies, and therefore our measurements of Adjusted EBITDA, while defined consistently and in accordance with our existing credit agreement, may not be comparable to similarly titled measures reported by other companies.
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 Adjusted EBITDA is used by our management for a variety of purposes. We regularly communicate Adjusted EBITDA results to our lenders since our loan covenants are based upon levels of Adjusted EBITDA achieved and to our Board of Directors, and we discuss with our Board our interpretation of such results. We also compare our Adjusted EBITDA performance against internal targets as a key factor in determining cash and equity bonus compensation for executives and other employees, largely because we believe that this measure is indicative of how the fundamental business is performing and being managed.
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 provides a better understanding of our core operating performance and how management evaluates and measures our performance.
The following is a reconciliation of net income to Adjusted EBITDA for the following periods:
Three Months Ended Nine Months Ended
September 30, September 30,
(in thousands, except percentages) 2026 2025 2026 2025
Net income $ 208,100 $ 118,799 $ 441,765 $ 304,384
Accretion of environmental liabilities 3,531 3,499 10,575 10,710
Stock-based compensation 11,745 8,922 36,141 22,620
Depreciation and amortization 122,703 114,729 360,309 342,994
Other income, net (1,524) (3,517) (1,223) (1,982)
Interest expense, net of interest income 37,438 35,700 108,500 108,883
Provision for income taxes 74,095 42,027 156,899 103,641
Adjusted EBITDA $ 456,088 $ 320,159 $ 1,112,966 $ 891,250
As a % of direct revenues 24.4 % 20.7 % 22.0 % 19.7 %
Depreciation and Amortization
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
Depreciation of fixed assets and amortization of landfills and finance leases $ 106,039 $ 101,292 $ 4,747 4.7 % $ 314,488 $ 302,532 $ 11,956 4.0 %
Permits and other intangibles amortization 16,664 13,437 3,227 24.0 45,821 40,462 5,359 13.2
Total depreciation and amortization $ 122,703 $ 114,729 $ 7,974 7.0 % $ 360,309 $ 342,994 $ 17,315 5.0 %
Depreciation and amortization for the three and nine months ended September 30, 2026 increased by $8.0 million and $17.3 million respectively from the comparable period in 2025 due to incremental depreciation for assets placed in service to support the growth of the business and higher finance lease amortization. Incremental amortization of intangibles acquired in acquisitions completed during the first nine months of 2026 comprised the majority of the increase in amortization of permits and other intangible assets for the three and nine months ended September 30, 2026.
Interest Expense, Net of Interest Income
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
Interest expense, net of interest income $ 37,438 $ 35,700 $ 1,738 4.9 % $ 108,500 $ 108,883 $ (383) (0.4) %
Interest expense, net of interest income for the three months ended September 30, 2026 increased by $1.7 million, primarily due to lower interest income in the current period.
Interest expense, net of interest income for the nine months ended September 30, 2026 remained relatively consistent with the prior period, primarily due to lower interest rates on our SOFR-based debt, partially offset by lower interest income.
For the remainder of 2026, after adjusting for the financing activities that took place in early October 2026 and the repayment of the revolving credit facility, the weighted average interest rate of our debt portfolio is approximately 5.4%, assuming current rates. For additional information regarding our current portfolio of long-term debt, see Note 11, "Financing Arrangements," to the accompanying unaudited consolidated financial statements.
Provision for Income Taxes
Three Months Ended Nine Months Ended
September 30, 2026 over 2025 September 30, 2026 over 2025
(in thousands, except percentages) 2026 2025 Change %
Change 		2026 2025 Change % Change
Provision for income taxes $ 74,095 $ 42,027 $ 32,068 76.3 % $ 156,899 $ 103,641 $ 53,258 51.4 %
Effective tax rate 26.3 % 26.1 % 0.2 % 26.2 % 25.4 % 0.8 %
For the three months ended September 30, 2026, the provision for income taxes increased $32.1 million compared to the same period in 2025. This increase was driven by higher pre-tax income in the current year period.
For the nine months ended September 30, 2026, the provision for income taxes increased $53.3 million compared to the same period in 2025. This increase was driven by both higher pre-tax income as well as a slightly higher effective tax rate in 2026. In the first quarter of 2025, our effective tax rate was favorably impacted by a one-time tax benefit related to a change in estimate for a remedial liability.
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our primary ongoing cash requirements will be to fund operations, capital expenditures, interest payments and investments in line with our business strategy as of the date of this report. We believe our future operating cash flows will be sufficient to meet our future operating and internal investing cash needs. We monitor our actual needs and forecasted cash flows, our liquidity and our capital resources, enabling us to plan our present needs and fund items that may arise during the year as a result of changing business conditions or opportunities. Furthermore, our existing cash balance and the availability of additional borrowings under our revolving credit facility provide additional potential sources of liquidity should they be required.
Summary of Cash Flow Activity
Nine Months Ended
September 30,
(in thousands) 2026 2025
Net cash from operating activities $ 664,673 $ 511,632
Net cash used in investing activities (1,046,609) (276,587)
Net cash used in financing activities (15,655) (166,528)
Net cash from operating activities
Net cash from operating activities for the nine months ended September 30, 2026 was $664.7 million as compared to $511.6 million in the same period of 2025. This $153.0 million increase in operating cash flows was primarily driven by higher operating income. Higher working capital balances for the nine months ended September 30, 2026 compared to the same period in 2025 partially offset these cash flow increases.
Net cash used in investing activities
Net cash used in investing activities for the nine months ended September 30, 2026 was $1,046.6 million, an increase of $770.0 million from the comparable period in 2025. This increase was driven by $689.0 million of cash paid in 2026 to acquire certain businesses from Depot Connect International, Terra Nova Solutions, Western Oil, and ES&H as well as a $101.1 million increase in additions to property, plant and equipment, net of proceeds from sale and disposal of fixed assets. Partially offsetting these higher cash outflows was a $21.4 million increase in net cash inflows due to the timing of transactions within our wholly-owned captive insurance company for the nine months ended September 30, 2026 compared to the same period in 2025.
Net cash used in financing activities
Net cash used in financing activities for the nine months ended September 30, 2026 was $15.7 million, as compared to $166.5 million for the nine months ended September 30, 2025, a decrease of $150.9 million. This decrease in cash used in financing activities was driven by $120.0 million in borrowings under our revolving credit facility as well as a $39.9 million reduction in cash paid for repurchases of common stock in 2026. These changes were partially offset by a $13.0 million increase in payments on finance lease liabilities.
Adjusted Free Cash Flow
Management considers adjusted free cash flow, a non-GAAP measure, to be a measure of liquidity that provides useful information to management, creditors and investors about our financial strength and our ability to generate cash. Additionally, adjusted free cash flow is a metric on which a portion of management incentive compensation is based. We define adjusted free cash flow as net cash from operating activities, less additions to property, plant and equipment, plus proceeds from sales or disposals of fixed assets. When necessary, management adjusts for the cash impact of items derived from non-operating activities. Additionally, adjusted free cash flow excludes significant one-time growth investments, as they are not indicative of free cash flow generation for the current period. For 2026, these significant strategic growth investments include current year spend on (i) the multi-year construction of a Solvent De-Asphalting unit, or SDA, adjacent to our East Chicago, Indiana re-refinery, (ii) our multi-year vacuum truck fleet expansion project, (iii) the acquisition and build out of a facility in Compton, California, which we refer to as our L.A. Hub, and (iv) our multi-year investment in specialty assets to support our data center market offering. We expect to spend approximately $50 million, $25 million, $55 million and $15 million, respectively, in 2026 for these projects from which we expect to realize future long-term benefits. In 2025, significant strategic growth investments included spend on the SDA project and the acquisition and build out of a hub facility in Phoenix, Arizona, which we refer to as our Phoenix Hub. 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:
For the Nine Months Ended
September 30,
(in thousands) 2026 2025
Net cash from operating activities $ 664,673 $ 511,632
Additions to property, plant and equipment (397,480) (303,169)
Cash investments in strategic growth projects (1)
107,305 24,340
Proceeds from sale and disposal of fixed assets 8,483 15,250
Adjusted free cash flow
$ 382,981 $ 248,053
________________
(1) For 2026 this includes capital investments in the SDA unit, fleet expansion project, the L.A. Hub and the data center market offering, as outlined in the Capital Expenditures table below. For 2025 this includes $12.5 million and $11.8 million of capital investments in the Phoenix Hub and SDA unit, respectively.
Summary of Capital Resources
At September 30, 2026, cash and cash equivalents and marketable securities totaled $516.6 million, which includes cash and cash equivalents held by our U.S. operations of $397.0 million in addition to $119.6 million held by our Canadian subsidiaries. Our U.S. operations had net operating cash flows of $666.0 million for the nine months ended September 30, 2026.
We maintain a $600.0 million revolving credit facility. On September 16, 2026, we borrowed $120.0 million under our revolving credit facility to partially fund the acquisition of ES&H, with the remainder of the purchase price funded from cash on hand. As of September 30, 2026, after accounting for the $120.0 million borrowing that remained outstanding, we had $335.5 million available to borrow under the revolving credit facility, and outstanding letters of credit were $144.5 million. We repaid the outstanding balance on October 16, 2026. At December 31, 2025, the revolving credit facility had no outstanding loan balance.
Material Capital Requirements
Capital Expenditures
Capital expenditures during the first nine months of 2026 were $397.5 million. We anticipate 2026 capital spending, net of disposals, will be in the range of $515.0 million to $575.0 million, including the strategic growth investment spend in 2026 outlined in the table below.
The following table summarizes our current key strategic growth investments:
(in millions, except dates)
2025 Expenditures First Nine Months of 2026
Expenditures 		2026 Expected Expenditures Expected Full Project Cost Expected Completion Date
SDA unit $30.4 $28.4 $50
$210 - 220
2028
Fleet expansion project
- 22.2 25 50
2027
L.A. Hub - 54.5 55 55 2026
Data center strategy investment - 2.1 15 70 2028
The four strategic growth investments outlined in the table above are considered projects from which we expect to realize future long-term benefits once placed in service. These are incremental to the capital expenditures needed to maintain current operations.
We anticipate that the remaining 2026 capital spending and future spending for key strategic growth investments will be funded by cash from our operations. Unanticipated changes in environmental regulations could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow.
Financing Arrangements
Financing arrangements are discussed in Note 11, "Financing Arrangements," to our unaudited consolidated financial statements included in this report. As discussed therein, we issued $600.0 million aggregate principal amount of 6.250% unsecured senior notes due 2034 in October 2026 to fund our recent acquisitions of EnviroServe and ES&H. Including the impact of the October 2026 financing transaction, the earliest maturity of our debt portfolio is 2029. As of September 30, 2026, our financing arrangements included (i) $1.3 billion of secured senior term loans due 2032, (ii) $300.0 million of 5.125% unsecured senior notes due 2029, (iii) $500.0 million of 6.375% unsecured senior notes due 2031 and (iv) $745.0 million of 5.750% unsecured senior notes due 2033. Also, as noted above, we maintain our $600.0 million revolving credit facility with $120.0 million loans outstanding as of September 30, 2026, which were repaid in October 2026. We will continue to monitor our debt instruments and evaluate opportunities where it may be beneficial to refinance or reallocate the portfolio.
As of September 30, 2026, we were in compliance with the covenants of all of our debt agreements, and we believe we will continue to meet such covenants.
Common Stock Repurchases Pursuant to Publicly Announced Plan
During the three and nine months ended September 30, 2026, we repurchased and retired 81,576 and 252,765 shares, respectively, of our common stock for total expenditures of $25.0 million and $75.0 million, respectively. During the three and nine months ended September 30, 2025, we repurchased and retired 208,206 and 526,336 shares, respectively, of our common stock for total expenditures of $50.0 million and $116.8 million, respectively. On February 18, 2026, our Board of Directors authorized a $350.0 million expansion of our share repurchase program. As of September 30, 2026, $524.4 million remained available for the repurchase of shares.
Environmental Liabilities
(in thousands, except percentages) September 30, 2026 December 31, 2025 Change % Change
Closure and post-closure liabilities $ 140,842 $ 135,328 $ 5,514 4.1 %
Remedial liabilities 91,844 95,369 (3,525) (3.7)
Total environmental liabilities $ 232,686 $ 230,697 $ 1,989 0.9 %
Total environmental liabilities as of September 30, 2026 were $232.7 million, an increase of $2.0 million compared to December 31, 2025. During the nine months ended September 30, 2026, the environmental liability balance increased due to $10.6 million from accretion and $4.8 million from new environmental liabilities. These increases were partially offset by expenditures of $9.8 million and reductions in environmental liability estimates of $3.4 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.
Events not anticipated, such as future changes in environmental laws and regulations, could require that payments to satisfy our environmental liabilities be made earlier or in greater amounts than currently anticipated, which could adversely affect our results of operations, cash flow and financial condition. Conversely, the development of new treatment technologies or other circumstances may arise in the future that may reduce amounts ultimately paid.
Letters of Credit
We obtain standby letters of credit as security for financial assurances we have been required to provide to regulatory bodies for our hazardous waste facilities and which would be called only in the event that we fail to satisfy closure, post-closure and other obligations under the permits issued by those regulatory bodies for such licensed facilities. As of September 30, 2026, we had outstanding letters of credit totaling $144.5 million. See Note 11, "Financing Arrangements," to the accompanying unaudited consolidated financial statements.
Critical Accounting Policies and Estimates
In the first nine months of 2026, there were no material changes to the information provided under the heading "Critical Accounting Estimates" included in our Annual Report on Form 10-K for the year ended December 31, 2025. For more information regarding our accounting policies, please refer to Note 2, "Significant Accounting Policies" to the accompanying unaudited consolidated financial statements.
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