UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2018

CLEAN HARBORS, INC.

(Exact name of registrant as specified in its charter)

(781) 792-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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

Item 2.02                   Results of Operations and Financial Condition

On October 31, 2018 Clean Harbors, Inc. (“the Company”) issued a press release announcing the Company’s results of operations for the third quarter ended September 30, 2018.  A copy of that press release is furnished with this report as Exhibit 99.1.

Item 9.01                   Financial Statements and Exhibits

(d) Exhibits. The following exhibits are being filed herewith:

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2

Exhibit 99.1

Press Release

Clean Harbors Announces Third-Quarter 2018 Financial Results

·            Achieves 12% Revenue Increase to $843.2 Million on Veolia Acquisition, Pricing Initiatives and Safety-Kleen Growth

·            Reports Net Income of $31.1 Million, or $0.55 per Diluted Share; Adjusted EPS of $0.59 per Diluted Share

·            Generates Q3 Adjusted EBITDA of $141.3 Million, up 15% on Higher-Margin Waste Streams, Better Pricing and Strength Across Multiple Businesses

·            Increases Adjusted EBITDA Margin by 50 Basis Points

·            Raises Midpoint of 2018 Adjusted EBITDA Guidance

NORWELL, Mass. — October 31, 2018 — Clean Harbors, Inc. (“Clean Harbors”) (NYSE: CLH), the leading provider of environmental, energy and industrial services throughout North America, today announced financial results for the third quarter ended September 30, 2018.

“We reported our third consecutive quarter of profitable growth in 2018 and remain on track for a strong year,” said Alan S. McKim, Chairman, President and Chief Executive Officer. “We delivered revenue increases in each of our reporting segments by executing our growth strategy and capitalizing on favorable market trends.  Within Environmental Services, we collected increased volumes of higher-margin waste for our disposal network and generated robust growth within our regional structure, particularly in the Gulf and Midwest regions. The favorable pricing environment for Safety-Kleen, particularly within our base oil and blended products business, continued in the quarter. Profitability outpaced revenues in the quarter, as we leveraged our extensive network of assets to increase Adjusted EBITDA margin by 50 basis points from a year ago.”

Third-quarter revenues increased 12% to $843.2 million, compared with $755.8 million in the same period a year ago. Income from operations grew 38% to $65.7 million from $47.7 million in the third quarter of 2017.

Net income for the third quarter of 2018 was $31.1 million, or $0.55 per diluted share, which included an after-tax loss on the early extinguishment of debt of $1.7 million and a non-cash charge from tax-related valuation allowances in Canada of $0.5 million.  This compared with net income for the same period in 2017 of $12.1 million, or $0.21 per diluted share, which included an after-tax loss on the early extinguishment of debt of $1.1 million and a gain related to non-cash valuation allowances in Canada of $1.0 million.  Excluding these items, adjusted net income for the third quarter of 2018 was $33.3 million, or $0.59 per diluted share, compared with $12.2 million, or $0.21 per diluted share, in the same period in 2017.  Results for the third quarter of 2018 and 2017 both included pre-tax integration and severance costs of $1.5 million.

Adjusted EBITDA (see description below) in the third quarter of 2018 increased 15% to $141.3 million, compared with $123.0 million in the same period of 2017.

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

“Within our disposal network, we continued to significantly improve our mix of waste streams with record drum volumes and an increase in high-value waste from our key verticals,” McKim said.  “Due to a high number of scheduled down days, incineration utilization was down to 84%, but we still achieved higher profitability year-over-year in our incineration network as a result of that improved mix of waste and pricing.  Another important driver within Environmental Services was growth across industrial, energy and field services.  Veolia’s U.S. Industrial Services business, which we acquired earlier this year, is performing on plan and remains an exciting addition for us.

“Within Safety-Kleen, we again achieved a double-digit percentage increase in profitability,” McKim said. “Based on the continued growth of the SK branch network and the effective management of the spread in our used motor oil business, Adjusted EBITDA margins increased 160 basis points to 26.4%. We topped more than 60 million gallons of waste oil collected in the quarter, with an average cost of zero. Our percentage of blended products was lower-than-expected at 25% of total gallons sold, however, our direct lubricant sales accounted for 6% of our total volumes, up from a year ago.”

Business Outlook and Financial Guidance

“We enter the final quarter of 2018 with momentum supported by an array of favorable market trends and internal initiatives that should benefit us in 2019 and beyond,” McKim said. “The chemical and manufacturing renaissance underway in the United States, which is being driven by the low cost of natural gas, should drive continued growth of high-value waste streams into our disposal network.  A focus by customers, as well as the Environmental Protection Agency (EPA), in addressing long-term environmental liabilities should generate large-scale waste project opportunities for us in the coming years.  Given the influence of the IMO 2020 Rule, we expect to see a ramp up in demand for our specialized industrial services, particularly within the refinery market. The addition of Veolia’s assets should amplify those growth prospects.

“We remain optimistic about our ability to continue to effectively manage the spread in our Safety-Kleen re-refinery business.  In addition, we believe that the value proposition for our direct lubricant sales remains compelling.  Overall, we continue to see a number of opportunities to drive profitable growth and enhance margins across our businesses through better pricing, cross-selling, higher utilization and cost controls.  We look forward to a strong conclusion to the year,” McKim said.

Based on its recent financial performance and current market conditions, Clean Harbors revised its full-year 2018 Adjusted EBITDA guidance to a range of $470 million to $490 million, compared with its prior range of $460 million to $490 million. On a GAAP basis, the Company’s revised guidance is based on projected 2018 net income in the range of $46 million to $59 million. A reconciliation of the Company’s Adjusted EBITDA guidance to net income guidance is included below. Clean Harbors also narrowed its adjusted free cash flow guidance range to $140 million to $160 million, compared with its prior range of $135 million to $165 million, which is based on projected 2018 net cash from operating activities in the range of $310 million to $350 million.

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

Non-GAAP Results

Clean Harbors reports Adjusted EBITDA, which is a non-GAAP financial measure and should not be considered an alternative to net income (loss) or other measurements under generally accepted accounting principles (GAAP), but viewed only as a supplement to those measurements. Adjusted EBITDA is not calculated identically by all companies, and therefore the Company’s measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Clean Harbors believes that Adjusted EBITDA provides additional useful information to investors since the Company’s loan covenants are based upon levels of Adjusted EBITDA achieved and management routinely evaluates the performance of its businesses based upon levels of Adjusted EBITDA. The Company defines Adjusted EBITDA in accordance with its existing credit agreement, as described in the following reconciliation showing the differences between reported net income and Adjusted EBITDA for the three and nine months ended September 30, 2018 and 2017 (in thousands):

This press release includes a discussion of net income and earnings per share adjusted for the loss on early extinguishment of debt, the loss (gain) on sale of business and the non-cash tax-related valuation allowances as identified in the reconciliations provided below. The Company believes that discussion of these additional non-GAAP measures provides investors with meaningful comparisons of current results to prior periods’ results by excluding items that the Company does not believe reflect its fundamental business performance. The following shows the difference between net income to adjusted net income, and earnings per share to adjusted earnings per share for the three and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts):

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

Adjusted Free Cash Flow Reconciliation

Clean Harbors reports adjusted free cash flow, which it considers to be a measurement of liquidity that provides useful information to investors about our ability to generate cash. The Company defines adjusted free cash flow as net cash from operating activities excluding cash impacts of items derived from non-operating activities, such as taxes paid in connection with divestitures, less additions to property, plant and equipment plus proceeds from sale and disposal of fixed assets. Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore our measurements of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.

An itemized reconciliation between net cash from operating activities and adjusted free cash flow is as follows (in thousands):

Adjusted EBITDA Guidance Reconciliation

An itemized reconciliation between projected net income and projected Adjusted EBITDA is as follows (in millions):

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

Adjusted Free Cash Flow Guidance Reconciliation

An itemized reconciliation between projected net cash from operating activities and projected adjusted free cash flow is as follows (in millions):

Conference Call Information

Clean Harbors will conduct a conference call for investors today at 9:00 a.m. (ET) to discuss the information contained in this press release. During the call, management will discuss Clean Harbors’ financial results, business outlook and growth strategy. Investors who wish to listen to the webcast and view the accompanying slides should visit the Investor Relations section of the Company’s website at www.cleanharbors.com. The live call also can be accessed by dialing 201.689.8881 or 877.709.8155 prior to the start time. If you are unable to listen to the live conference call, the webcast will be archived on the Company’s website.

About Clean Harbors

Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental, energy and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, energy and manufacturing, as well as numerous government agencies. These customers rely on Clean Harbors to deliver a broad range of services such as end-to-end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling services. Through its Safety-Kleen subsidiary, Clean Harbors also is North America’s largest re-refiner and recycler of used oil and a leading provider of parts washers and environmental services to commercial, industrial and automotive customers. Founded in 1980 and based in Massachusetts, Clean Harbors operates throughout the United States, Canada, Mexico and Puerto Rico. For more information, visit www.cleanharbors.com.

Safe Harbor Statement

Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. Such statements may include, but are not limited to, statements about future financial and operating results, and other statements that are not historical facts. 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, those items identified as “risk factors” in Clean Harbors’ most recently filed Form 10-K and Form 10-Q. Therefore, readers are cautioned not to place undue reliance on these 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 Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

Contacts:

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com

Supplemental Segment Data (in thousands)

Clean Harbors · 42 Longwater Drive · PO Box 9149 · Norwell, Massachusetts 02061-9149 · 800.282.0058 · www.cleanharbors.com