clh-20241030
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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 30, 2024 
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CLEAN HARBORS, INC..
(Exact name of registrant as specified in its charter)
Massachusetts
001-34223
04-2997780
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
42 Longwater DriveNorwellMA02061-9149
(Address of Principal Executive Offices)(Zip Code)

 Registrant’s telephone number, including area code (781) 792-5000
 
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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
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
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.
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
CLH
New York Stock Exchange



Item 2.02 Results of Operations and Financial Condition

On October 30, 2024, Clean Harbors, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for the third quarter ended September 30, 2024. 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 furnished herewith:

Exhibit No.Description
99.1
104The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language)
1


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.
 Clean Harbors, Inc.
 (Registrant)
  
  
October 30, 2024/s/ Eric J. Dugas
 Executive Vice President and Chief Financial Officer







2
Document
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EXHIBIT 99.1
Press Release                                            

Clean Harbors Announces Third-Quarter 2024 Financial Results

Posts 12% Q3 Revenue Increase to $1.53 Billion, Led by Strength in Field Services
Generates 26% Q3 Net Income Growth to $115.2 Million, or EPS of $2.12
Achieves 18% Growth in Q3 Adjusted EBITDA to $301.8 Million with Margin of 19.7%
Revises Full-Year 2024 Adjusted EBITDA and Adjusted Free Cash Flow Guidance
Commercial Launch of Kimball, Nebraska Incinerator Planned for November

NORWELL, Mass. – October 30, 2024 – Clean Harbors, Inc. (“Clean Harbors” or the “Company”) (NYSE: CLH), the leading provider of environmental and industrial services throughout North America, today announced financial results for the third quarter ended September 30, 2024.

“We delivered profitable growth in both our operating segments while improving our consolidated Adjusted EBITDA margin by 100 basis points from the same period a year ago,” said Mike Battles, Co-Chief Executive Officer. “Underlying demand remained healthy across our Environmental Services (ES) segment. Despite higher Adjusted EBITDA, our Safety-Kleen Sustainability Solutions (SKSS) segment results reflected softer-than-expected demand and pricing of base oil and lubricants throughout the quarter with a more meaningful decline in September. We continue to prioritize safety with industry-leading results, achieving a Total Recordable Incident Rate (TRIR) of 0.69 year-to-date through September.”

Third-Quarter 2024 Results
Revenues grew 12% to $1.53 billion, compared with $1.37 billion in the same period of 2023. Income from operations increased 25% to $192.3 million, compared with $154.4 million in the third quarter of 2023.

Net income was up 26% to $115.2 million, or $2.12 per diluted share, compared with $91.3 million, or $1.68 per diluted share, for the same period in 2023.

Adjusted EBITDA (see description and reconciliation below) grew 18% to $301.8 million, compared with $255.0 million in the same period of 2023.

Third-Quarter 2024 Segment Review
“Our ES segment achieved a 13% increase in revenue and 15% growth in Adjusted EBITDA, which generated a 40-basis point improvement in segment margin. The third quarter marks our tenth consecutive quarter of year-over-year margin improvement in the ES segment,” said Eric Gerstenberg, Co-Chief Executive Officer. “ES growth was led by Field Services, which grew 68%, reflecting the HEPACO acquisition earlier this year and
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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healthy organic growth in our legacy business. Technical Services revenue grew 8% on higher network volumes and pricing. Incineration utilization was 89% for the quarter, up from 86% in the same period a year ago. Average incineration pricing increased 6%. Safety-Kleen Environmental Services posted another consistent performance with 8% revenue growth in the ES segment. Our Industrial Services business experienced a difficult environment in Q3 resulting from weakness in the U.S. refinery space, where we saw work deferred and fall turnarounds scaled back given industry challenges in that vertical.”

“SKSS results improved from the third quarter a year ago. Revenues grew 6%, reflecting the contribution of our Noble Oil acquisition in March, while Adjusted EBITDA increased 32%,” said Battles. “However, current supply overhangs in the base oil market resulted in lower demand and pricing pressure, which caused a weaker-than-anticipated EBITDA performance this quarter.”

Business Outlook and Financial Guidance
“As we enter the final quarter of 2024, the overall demand environment in North America is healthy, and the outlook for our ES segment is positive,” Gerstenberg said. “Favorable market dynamics, including reshoring, infrastructure spending, PFAS, and other regulatory changes should continue to fuel growth opportunities for Clean Harbors. We are meeting these opportunities with new capacity and capabilities. The commercial launch of our new incinerator in Kimball, Nebraska is scheduled for November, providing an essential outlet for additional hazardous waste volumes as it ramps up over the next 12-18 months. On the services side, the addition of HEPACO’s emergency response capabilities creates a foundation for continued growth in Field Services. We also expect our Technical Services and SK Environmental businesses to grow steadily, feeding volumes into Kimball and the other facilities in our network. In Industrial Services, we are taking actions to counter the weakness in fall turnarounds and look to return that business to revenue growth in 2025.”

“Within SKSS, we remain committed to stabilizing our business amidst the current pricing challenges and weak demand for base oil. We are taking decisive actions to reduce production and collection costs while also pursuing growth initiatives in Group III, blended sales, and our partnership with Castrol. These programs have the potential to reduce the carbon footprints of businesses significantly, and we believe they will gain traction as more customers look to Safety-Kleen as their sustainability partner in the coming years,” Battles concluded. “Overall, despite some market obstacles related to base oil and refining customers, we expect to end 2024 with strong momentum across our network of disposal facilities and service offerings giving us a positive trajectory into 2025.”

Based on its third-quarter performance and current forecast, Clean Harbors revised its full-year 2024 guidance and now expects:
Adjusted EBITDA in the range of $1.10 billion to $1.12 billion, or a midpoint of $1.11 billion, which represents 10% growth year-over-year. This Adjusted EBITDA range is based on anticipated GAAP net income in the range of $375 million to $395 million.
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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Adjusted free cash flow in the range of $280 million to $320 million, or a midpoint of $300 million, which includes spending related to the Kimball incinerator and the Company’s Baltimore expansion. The Company is revising this range due to its new Adjusted EBITDA guidance and increased short-term working capital levels. This new range is based on anticipated net cash from operating activities in the range of $680 million to $750 million.

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 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 measurement 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 because the Company’s management routinely evaluates the performance of its businesses based upon levels of Adjusted EBITDA, which excludes certain expenses relating to transactions not reflective of our core operations, and because the Company’s loan covenants are based upon levels of Adjusted EBITDA achieved. The Company defines Adjusted EBITDA consistent with its existing revolving credit agreement, as described in the following reconciliation showing the differences between reported GAAP net income and Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 (in thousands, except percentages):

Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income$115,213 $91,340 $318,325 $279,507 
Accretion of environmental liabilities3,618 3,388 10,139 10,281 
Stock-based compensation5,837 4,291 20,690 14,809 
Depreciation and amortization100,063 92,970 295,632 267,425 
Other expense (income), net1,123 (334)2,431 833 
Loss on early extinguishment of debt— — — 2,362 
Interest expense, net of interest income35,779 29,696 100,767 80,400 
Provision for income taxes40,181 33,666 111,741 102,044 
Adjusted EBITDA$301,814 $255,017 $859,725 $757,661 
Adjusted EBITDA Margin19.7 %18.7 %19.3 %18.6 %
Adjusted Free Cash Flow Reconciliation
Clean Harbors reports adjusted free cash flow, which is a non-GAAP financial measure that should not be considered an alternative to net cash from operating activities or other measurements under GAAP. The Company considers adjusted free cash flow to be a measurement of liquidity that provides useful information to investors about its 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, less additions to property, plant and equipment plus proceeds from sale and disposal of fixed assets. Adjusted free cash flow is
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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not calculated identically by all companies, and therefore the Company’s measurement of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.

An itemized reconciliation between reported GAAP net cash from operating activities and adjusted free cash flow is as follows for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Adjusted free cash flow
Net cash from operating activities$239,239 $220,119 $473,833 $455,692 
Additions to property, plant and equipment(96,803)(107,608)(369,826)(311,906)
Proceeds from sale and disposal of fixed assets2,058 2,185 6,353 5,129 
Adjusted free cash flow$144,494 $114,696 $110,360 $148,915 
Adjusted EBITDA Guidance Reconciliation
An itemized reconciliation between projected GAAP net income and projected Adjusted EBITDA is as follows (in millions):
For the Year Ending December 31, 2024
Projected net income$375to$395
Adjustments:
Accretion of environmental liabilities15to14
Stock-based compensation27to30
Depreciation and amortization405to395
Interest expense, net145to140
Provision for income taxes133to146
Projected Adjusted EBITDA$1,100to$1,120
Adjusted Free Cash Flow Guidance Reconciliation
An itemized reconciliation between projected GAAP net cash from operating activities and projected adjusted free cash flow is as follows (in millions):
For the Year Ending December 31, 2024
Projected net cash from operating activities$680to$750
Additions to property, plant and equipment(410)to(440)
Proceeds from sale and disposal of fixed assets10to10
Projected adjusted free cash flow$280to$320
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
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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call also can be accessed by dialing 877.709.8155 or 201.689.8881 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 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, manufacturing and refining, 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 a leading provider of parts washers and environmental services to commercial, industrial and automotive customers, as well as North America’s largest re-refiner and recycler of used oil. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India. 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,” “seeks,” “should,” “estimates,” “projects,” “may,” “likely,” “potential” or similar expressions. Such statements may include, but are not limited to, statements about the Company’s future financial and operating results, plans, strategy, objectives and goals, cost management initiatives, contingent liabilities, liquidity, business and market conditions, customer demand, acquisitions, growth opportunities, expectations, and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of the date of this press release 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 reports on Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. 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.

Contacts:
Eric J. Dugas
Jim Buckley
EVP and Chief Financial Officer
SVP Investor Relations
Clean Harbors, Inc.
Clean Harbors, Inc.
781.792.5100
781.792.5100
InvestorRelations@cleanharbors.com
Buckley.James@cleanharbors.com
    
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

 Three Months EndedNine Months Ended
September 30,September 30,
2024202320242023
Revenues$1,529,422 $1,365,696 $4,458,836 $4,070,983 
Cost of revenues (exclusive of items shown separately below)1,055,599 943,951 3,062,211 2,822,977 
Selling, general and administrative expenses177,846 171,019 557,590 505,154 
Accretion of environmental liabilities3,618 3,388 10,139 10,281 
Depreciation and amortization100,063 92,970 295,632 267,425 
Income from operations192,296 154,368 533,264 465,146 
Other (expense) income, net(1,123)334 (2,431)(833)
Loss on early extinguishment of debt— — — (2,362)
Interest expense, net(35,779)(29,696)(100,767)(80,400)
Income before provision for income taxes155,394 125,006 430,066 381,551 
Provision for income taxes40,181 33,666 111,741 102,044 
Net income$115,213 $91,340 $318,325 $279,507 
Earnings per share:  
Basic$2.14 $1.69 $5.90 $5.17 
Diluted$2.12 $1.68 $5.87 $5.14 
Shares used to compute earnings per share - Basic53,95154,12253,93654,097
Shares used to compute earnings per share - Diluted54,22954,41954,22954,411


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

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CLEAN HARBORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, 2024December 31, 2023
Current assets:(unaudited) 
Cash and cash equivalents$512,371 $444,698 
Short-term marketable securities82,371 106,101 
Accounts receivable, net1,100,660 983,111 
Unbilled accounts receivable204,308 107,859 
Inventories and supplies376,564 327,511 
Prepaid expenses and other current assets78,204 82,939 
Total current assets2,354,478 2,052,219 
Property, plant and equipment, net2,452,312 2,193,318 
Other assets:
Operating lease right-of-use assets246,061 187,060 
Goodwill1,485,065 1,287,736 
Permits and other intangibles, net708,935 602,797 
Other long-term assets59,159 59,739 
Total other assets2,499,220 2,137,332 
Total assets$7,306,010 $6,382,869 
Current liabilities:
Current portion of long-term debt$15,102 $10,000 
Accounts payable504,206 451,806 
Deferred revenue103,291 95,230 
Accrued expenses and other current liabilities398,236 397,157 
Current portion of closure, post-closure and remedial liabilities30,477 26,914 
Current portion of operating lease liabilities70,539 56,430 
Total current liabilities1,121,851 1,037,537 
Other liabilities: 
Closure and post-closure liabilities, less current portion105,375 105,044 
Remedial liabilities, less current portion94,384 97,885 
Long-term debt, less current portion2,773,659 2,291,717 
Operating lease liabilities, less current portion179,040 131,743 
Deferred tax liabilities356,150 353,107 
Other long-term liabilities147,241 118,330 
Total other liabilities3,655,849 3,097,826 
       Total stockholders’ equity, net
2,528,310 2,247,506 
       Total liabilities and stockholders’ equity
$7,306,010 $6,382,869 
Clean Harbors • 42 Longwater Drive • PO Box 9149 • Norwell, Massachusetts 02061-9149 • 800.282.0058 • www.cleanharbors.com

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CLEAN HARBORS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended
September 30, 2024September 30, 2023
Cash flows from operating activities:
Net income$318,325 $279,507 
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization295,632 267,425 
Allowance for doubtful accounts5,674 2,620 
Amortization of deferred financing costs and debt discount4,623 4,036 
Accretion of environmental liabilities10,139 10,281 
Changes in environmental liability estimates4,347 3,258 
Deferred income taxes(418)(356)
Other expense, net2,431 833 
Stock-based compensation20,690 14,809 
Loss on early extinguishment of debt— 2,362 
Environmental expenditures(19,679)(24,064)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable and unbilled accounts receivable(145,647)(46,445)
Inventories and supplies(39,673)12,691 
Other current and long-term assets(47,826)(18,190)
Accounts payable30,004 (40,013)
Other current and long-term liabilities35,211 (13,062)
Net cash from operating activities473,833 455,692 
Cash flows used in investing activities:
Additions to property, plant and equipment(369,826)(311,906)
Proceeds from sale and disposal of fixed assets6,353 5,129 
Acquisitions, net of cash acquired(474,011)(119,596)
Proceeds from sale of business750 750 
Additions to intangible assets including costs to obtain or renew permits(2,545)(1,507)
Purchases of available-for-sale securities(73,682)(104,329)
Proceeds from sale of available-for-sale securities100,021 84,390 
Net cash used in investing activities(812,940)(447,069)
Cash flows from (used in) financing activities:
Change in uncashed checks(5,852)3,004 
Tax payments related to withholdings on vested restricted stock(11,514)(10,886)
Repurchases of common stock(30,215)(18,000)
Deferred financing costs paid(8,316)(6,371)
Payments on finance leases(23,596)(11,594)
Principal payments on debt(11,327)(621,475)
Proceeds from issuance of debt, net of discount499,375 500,000 
Borrowing from revolving credit facility— 114,000 
Payment on revolving credit facility— (114,000)
Net cash from (used in) financing activities408,555 (165,322)
Effect of exchange rate change on cash(1,775)61 
Increase (decrease) in cash and cash equivalents67,673 (156,638)
Cash and cash equivalents, beginning of period444,698 492,603 
Cash and cash equivalents, end of period$512,371 $335,965 

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

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Supplemental information:
Cash payments for interest and income taxes:
Interest paid$134,177 $100,813 
Income taxes paid, net of refunds100,752 107,328 
Non-cash investing activities:
Property, plant and equipment accrued43,604 29,127 
ROU assets obtained in exchange for operating lease liabilities98,927 61,741 
ROU assets obtained in exchange for finance lease liabilities53,391 26,317 

Supplemental Segment Data (in thousands)

Three Months Ended
RevenueSeptember 30, 2024September 30, 2023
Third-Party RevenuesIntersegment Revenues (Expenses), netDirect RevenuesThird-Party RevenuesIntersegment Revenues (Expenses), netDirect Revenues
Environmental Services$1,287,650 $9,537 $1,297,187 $1,135,279 $11,084 $1,146,363 
Safety-Kleen Sustainability Solutions241,676 (9,537)232,139 230,305 (11,084)219,221 
Corporate Items96 — 96 112 — 112 
Total$1,529,422 $— $1,529,422 $1,365,696 $— $1,365,696 

Nine Months Ended
RevenueSeptember 30, 2024September 30, 2023
Third-Party RevenuesIntersegment Revenues (Expenses), netDirect RevenuesThird-Party RevenuesIntersegment Revenues (Expenses), netDirect Revenues
Environmental Services$3,746,227 $32,853 $3,779,080 $3,357,743 $31,397 $3,389,140 
Safety-Kleen Sustainability Solutions712,312 (32,853)679,459 712,905 (31,397)681,508 
Corporate Items297 — 297 335 — 335 
Total$4,458,836 $— $4,458,836 $4,070,983 $— $4,070,983 
Three Months EndedNine Months Ended
Adjusted EBITDASeptember 30, 2024September 30, 2023September 30, 2024September 30, 2023
Environmental Services$332,502 $288,982 $956,892 $822,949 
Safety-Kleen Sustainability Solutions41,226 31,146 122,402 126,024 
Corporate Items(71,914)(65,111)(219,569)(191,312)
Total$301,814 $255,017 $859,725 $757,661 

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