Forward-Looking Statements



In addition to historical information, this Quarterly Report on Form 10-Q
contains forward-looking statements, which are generally identifiable by use of
the words "believes," "expects," "intends," "anticipates," "plans to," "seeks,"
"should," "estimates," "projects," "may," "likely" or similar expressions. Such
statements may include, but are not limited to, statements about future
financial and operating results, the Company's plans, objectives, expectations
and intentions and other statements that are not historical facts.
Forward-looking statements are neither historical facts nor assurances of future
performance. Such statements are based upon the beliefs and expectations of
Clean Harbors' management as of this date only and are subject to certain risks
and uncertainties that could cause actual results to differ materially,
including, without limitation, those items identified as "Risk Factors," in this
report under Item 1A and in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission ("SEC") on February 23, 2022, and in other
documents we file from time to time with the SEC. Therefore, readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's opinions only as of the date hereof. Our actual results and
financial condition may differ materially from those indicated in the
forward-looking statements. Clean Harbors undertakes no obligation to revise or
publicly release the results of any revision to these forward-looking statements
other than through its filings with the SEC, which may be viewed in the
"Investors" section of the Clean Harbors website.

Overview



We are North America's leading provider of environmental and industrial services
supporting our customers in finding environmentally responsible solutions to
further their sustainability goals in today's world. Everywhere industry meets
the environment, we strive to provide eco-friendly products and services that
protect and restore North America's natural environment. We believe we operate,
in the aggregate, the largest number of hazardous waste incinerators, landfills
and treatment, storage and disposal facilities ("TSDFs") in North America. We
serve over 300,000 customers, including the majority of Fortune 500 companies.
This diverse customer base includes the chemical, energy, manufacturing and
additional markets, as well as numerous government agencies. These customers
rely on us to 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 the largest re-refiner and
recycler of used oil in North America and the largest provider of parts washer
and related environmental services to commercial, industrial and automotive
customers in North America.

Performance of our segments is evaluated on several factors of which the primary
financial measure is Adjusted EBITDA, as reconciled to our net income and
described more fully below. The following is a discussion of how management
evaluates its segments in regards to other factors including key performance
indicators that management uses to assess the segments' results, as well as
certain macroeconomic trends and influences that impact each reportable segment:

•Environmental Services - Environmental Services segment results are predicated
upon customer demand for waste services, waste volumes generated by such
services and project work for which waste handling and/or disposal is required.
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 national events such as major chemical spills, natural disasters, or
other events where immediate and specialized services are required, including
our contagion disinfection, decontamination and disposal services. With the
addition of the Safety-Kleen core service offerings, (e.g. containerized waste
disposal, parts washer and vacuum services), the Environmental Services results
are further impacted 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 number of parts washer services performed, among other key
metrics. Levels of activity and ultimate performance associated with this
segment can be impacted by several factors including overall U.S. GDP, U.S.
industrial production, economic conditions in the automotive, manufacturing and
other industrial markets, weather conditions, efficiency of our operations,
technology, 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 - Safety-Kleen Sustainability Solutions
segment results are impacted by our customers' demand for high-quality,
environmentally responsible recycled oil products and their demand for our
related service offerings and products. Safety-Kleen Sustainability Solutions
offers high quality recycled KLEEN+ base oils and various blended oil products
to end users including fleet customers, distributors and manufacturers of oil
products.
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Segment results are impacted by overall demand as well as product mix as it
relates to these oil products. Segment results are also predicated on the demand
for the Safety-Kleen Sustainability Solutions other product and service
offerings including collection services for used oil, used oil filters and other
automotive fluids. These fluid collections are used as feedstock in our oil
re-refining to make our base and blended oil products and our recycled
automotive related fluid products or are integrated into the Clean Harbors'
recycling and disposal network. In operating the business and evaluating
performance, management tracks the volumes and relative percentages of base and
blended oil sales along with various pricing metrics associated with the
commodity driven margin. Management also tracks the volumes and pricing of used
oil and automotive fluid collections. Levels of activity and ultimate
performance associated with this segment can be impacted by economic conditions
in the automotive services and manufacturing markets, efficiency of our
operations, technology, weather conditions, changing regulations, competition,
the management of our related operating costs and the availability of raw
materials including used oil and additives. 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. The overall market price of oil and
regulations that change the possible usage of used oil, including the
International Maritime Organization's 2020 regulation ("IMO 2020") and other
regulations related to the burning of used motor oil as a fuel, both impact the
premium the segment can charge for used oil collections.

Highlights



Total revenues for the three and six months ended June 30, 2022 were $1,356.3
million and $2,525.4 million, compared with $926.5 million and $1,734.6 million
for the three and six months ended June 30, 2021. Our Environmental Services
segment direct revenues increased $366.6 million and $659.5 million or 50.6% and
47.8% from the comparable periods in 2021. Our acquisition of HydroChemPSC on
October 8, 2021, contributed to increases in both our industrial services and
field and emergency response service offerings within the Environmental Services
segment. The sales and operations of HydroChemPSC have been fully integrated
into the Environmental Services segment and we estimate that for the three and
six months ended June 30, 2022, total revenues from the HydroChemPSC business
were approximately $207.9 million and $392.0 million, respectively. Core organic
growth within the Environmental Services segment also contributed to the overall
increases in direct revenues for the segment in 2022 as compared to the
comparable periods in 2021. In the three and six months ended June 30, 2022, our
Safety-Kleen Sustainability Solutions segment direct revenues increased $63.2
million and $131.3 million or 31.2% and 36.9% from the comparable periods in
2021 predominately due to higher pricing of our base and blended oil products.
Foreign currency translation of our Canadian operations negatively impacted our
consolidated direct revenues by $7.3 million in the three and six months ended
June 30, 2022.

In the three and six months ended June 30, 2022, costs have increased in both
the Environmental Services and Safety-Kleen Sustainability Solutions segments
when comparing to the prior year given the increase in business levels, revenue
mix, inflationary pressures seen across several cost categories and supply chain
constraints. Our business began seeing the impact of macroeconomic factors
including inflationary pressures and supply chain constraints in 2021 and these
factors continue to impact the business operations. Supply chain challenges for
additives and other materials used in the oil re-refining process have delayed
production, added costs and shifted the product mix within our Safety-Kleen
Sustainability Solutions segment. Similarly within the Environmental Services
segment, supply chain challenges have delayed fleet and equipment delivery,
increasing rental and external transportation costs.

Both segments have seen the impact of inflationary pressures, most notably in
labor and the cost of certain supplies used in the operations of our businesses,
including fuel related costs. In recent quarters, we have executed upon pricing
strategies, including fuel surcharges, and cost control initiatives to mitigate,
to the greatest extent possible, the impact of these inflationary pressures. As
a result of these focused efforts, costs as a percentage of direct revenues for
the three months ended June 30, 2022 improved when compared to previous quarters
also impacted by these inflationary pressures.

We reported income from operations for the three and six months ended June 30,
2022 of $211.2 million and $298.3 million, compared with $110.0 million and
$160.9 million in the three and six months ended June 30, 2021, representing
increases of $101.2 million and $137.4 million. Net income for the three and six
months ended June 30, 2022 was $148.2 million and $193.5 million, compared with
net income of $67.1 million and $88.8 million in the three and six months ended
June 30, 2021, representing increases of $81.1 million and $104.7 million.

Adjusted EBITDA, which is the primary financial measure by which our segments
are evaluated, increased 64.6% to $309.1 million in the three months ended
June 30, 2022 from $187.8 million in the three months ended June 30, 2021 and
increased 54.3% to $489.3 million in the six months ended June 30, 2022 from
$317.2 million in the six months ended June 30, 2021. This improved performance
was driven by the increased revenue levels in both segments noted above, focused
pricing initiatives in the Environmental Services segment's disposal network,
strong spread management as it relates to the pricing of base oil products and
used motor oil collection services in the Safety-Kleen Sustainability Solutions
segment and cost control initiatives across the entire

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business. Additional information, including a reconciliation of Adjusted EBITDA
to net income, appears below under "Adjusted EBITDA."

Net cash from operating activities for the six months ended June 30, 2022 was
$132.0 million, as compared to net cash from operating activities of $265.4
million in the comparable period of 2021. Adjusted free cash flow, which
management uses to measure our financial strength and ability to generate cash,
was an outflow of $13.0 million in the six months ended June 30, 2022 as
compared to positive adjusted free cash flow of $176.9 million in the comparable
period of 2021. These expected decreases in our cash flows were the result of an
increase in working capital arising from our significant growth in the business,
comparatively higher incentive compensation and interest payments and higher
levels of cash spending on the acquisition of property, plant and equipment,
partially offset by higher operating income. Additional information, including a
reconciliation of adjusted free cash flow to net cash from operating activities,
appears below under "Adjusted Free Cash Flow."

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Segment Performance



The primary financial measure by which we evaluate the performance of our
segments is Adjusted EBITDA, as described below under "Adjusted EBITDA". The
following table sets forth certain financial information associated with our
results of operations for the three and six months ended June 30,
2022 and June 30, 2021 (in thousands, except percentages):

                                                                                                         Summary of Operations
                                                              For the Three Months Ended                                                        For the Six Months Ended
                                                                                                          %
                                       June 30, 2022         June 30, 2021            Change            Change          June 30, 2022         June 30, 2021           Change            % Change
Direct Revenues(1):
Environmental Services                $  1,090,743          $     724,097          $ 366,646            50.6%          $  2,038,188          $  1,378,699          $ 659,489             47.8%
Safety-Kleen Sustainability Solutions      265,490                202,282             63,208             31.2               487,082               355,749            131,333              36.9
Corporate Items                                 79                     79                  -             N/M                    151                   158                 (7)             N/M
Total                                    1,356,312                926,458            429,854             46.4             2,525,421             1,734,606            790,815              45.6
Cost of Revenues(2):
Environmental Services                     743,659                487,257            256,402             52.6             1,428,995               938,512            490,483              52.3
Safety-Kleen Sustainability Solutions      151,020                123,025             27,995             22.8               303,037               231,401             71,636              31.0
Corporate Items                              3,790                  7,604             (3,814)            N/M                  9,826                 8,509              1,317              N/M
Total                                      898,469                617,886            280,583             45.4             1,741,858             1,178,422            563,436              47.8
Selling, General & Administrative
Expenses:
Environmental Services                      77,743                 60,799             16,944             27.9               156,250               123,892             32,358              26.1
Safety-Kleen Sustainability Solutions       17,460                 15,943              1,517             9.5                 35,158                29,402              5,756              19.6
Corporate Items                             60,405                 47,364             13,041             27.5               115,373                92,453             22,920              24.8
Total                                      155,608                124,106             31,502             25.4               306,781               245,747             61,034              24.8
Adjusted EBITDA:
Environmental Services                     269,341                176,041             93,300             53.0               452,943               316,295            136,648              43.2
Safety-Kleen Sustainability Solutions       97,010                 63,314             33,696             53.2               148,887                94,946             53,941              56.8
Corporate Items                            (57,281)               (51,584)            (5,697)           (11.0)             (112,501)              (94,019)           (18,482)            (19.7)
Total                                 $    309,070          $     187,771          $ 121,299            64.6%          $    489,329          $    317,222          $ 172,107             54.3%
Adjusted EBITDA as a % of Direct
Revenues:
Environmental Services                        24.7  %                24.3  %             0.4  %                                22.2  %               22.9  %            (0.7) %
Safety-Kleen Sustainability Solutions         36.5  %                31.3  %             5.2  %                                30.6  %               26.7  %             3.9  %
Corporate Items                                   N/M                    N/M                N/M                                    N/M                   N/M                N/M
Total                                         22.8  %                20.3  %             2.5  %                                19.4  %               18.3  %             1.1  %


_____________________
N/M = not meaningful
(1)Direct revenue is revenue allocated to the segment performing the provided
service.
(2)Cost of revenue is shown exclusive of items presented separately on the
consolidated statements of operations which consist of (i) accretion of
environmental liabilities and (ii) depreciation and amortization.
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Direct Revenues



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

Environmental Services

                                                   For the Three Months Ended                                                             For the Six Months Ended
                                      June 30,                               2022 over 2021                                June 30,                                 2022 over 2021
(in thousands, except                                                                           %
percentages)                   2022                2021                Change                Change                2022                 2021                 Change                % Change

Direct revenues           $ 1,090,743          $ 724,097          $      366,646                50.6  %       $ 2,038,188          $ 1,378,699          $      659,489                  47.8  %



Environmental Services direct revenues for the three months ended June 30, 2022
increased $366.6 million from the comparable period in 2021 driven primarily by
the incremental business from the HydroChemPSC operations within industrial
service and field and emergency response service revenues coupled with organic
growth across our other waste disposal service offerings. Direct revenues of our
industrial service offerings increased $203.8 million, of which approximately
$173.7 million was generated by HydroChemPSC, while the remainder was primarily
due to increased demand and pricing for our core industrial services. Technical
services revenues increased $91.6 million largely due to higher throughput at
our facilities and higher value waste streams coupled with pricing initiatives
across the business. Higher volumes at our incinerators drove an increase in
utilization from 87% in the second quarter of 2021 to 90% in the second quarter
of 2022. We also saw an increase in landfill volumes in the second quarter of
2022 as compared to the second quarter of 2021. Field and emergency response
services revenues increased approximately $40.1 million despite a $6.3 million
decrease in COVID-19 decontamination service revenues. This overall increase was
both related to contributions from the HydroChemPSC business of $34.2 million as
well as organic growth from the legacy field services operations. Direct
revenues for the Safety-Kleen core service offerings increased $31.1 million
from the comparable period in 2021 due to improved pricing and greater demand
for our containerized waste and vacuum services. The Canadian operations of the
Environmental Services segment were negatively impacted by $5.8 million due to
foreign currency translation.

Environmental Services direct revenues for the six months ended June 30, 2022
increased $659.5 million from the comparable period in 2021. Consistent with the
discussion above, a significant portion of this increase is due to the
incremental business from the HydroChemPSC operations within industrial service
and field and emergency response service revenues and organic growth across our
service offerings. Direct revenues of our industrial service offerings increased
$388.2 million of which approximately $329.8 million was generated by
HydroChemPSC while the remainder was primarily due to increased demand and
pricing for our core industrial services. Technical services revenues increased
$155.4 million largely due to higher throughput at our facilities and higher
value waste streams coupled with pricing initiatives. Utilization at our
incinerators increased to 88% in the six months of 2022 largely driven by
increased volume and fewer down days as compared to utilization of 83% in the
six months ended June 30, 2021 which was impacted by significant weather events
in the first quarter of 2021. We also saw an increase in landfill volumes in the
six months of 2022 as compared to the first six months of 2021. Field and
emergency response services revenues increased approximately $67.4 million
despite a $25.8 million decrease in COVID-19 decontamination service revenues.
This overall increase was both related to contributions from the HydroChemPSC
business of $62.2 million as well as organic growth from increased demand in the
legacy field services operations. Direct revenues for the Safety-Kleen core
service offerings increased $48.0 million from the comparable period in 2021 due
to improved pricing and greater demand for our containerized waste and vacuum
services. The Canadian operations of the Environmental Services segment were
negatively impacted by $5.8 million due to foreign currency translation.

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Safety-Kleen Sustainability Solutions



                                                For the Three Months Ended                                                         For the Six Months Ended
                                    June 30,                             2022 over 2021                             June 30,                               2022 over 2021
(in thousands, except                                                                      %
percentages)                 2022               2021                Change               Change              2022               2021               

Change                % Change

Direct revenues          $ 265,490          $ 202,282          $      63,208               31.2  %       $ 487,082          $ 355,749          $      131,333                 36.9  %


Safety-Kleen Sustainability Solutions direct revenues for the three and six
months ended June 30, 2022 increased $63.2 million and $131.3 million
respectively from the comparable periods in 2021 predominately due to higher
pricing of our base and blended oil products. For the three months ended June
30, 2022, base oil sales revenues increased $47.8 million and blended oil sales
revenues increased $6.7 million from the comparable period in 2021 both due to
pricing increases which more than offset lower volumes sold. Pricing increases
also drove increases in base oil sales revenues of $98.2 million and blended oil
sales revenue of $17.7 million for the six months ended June 30, 2022 when
compared with the six months ended June 30, 2021. The Canadian operations of the
Safety-Kleen Sustainability Solutions segment were negatively impacted by $1.5
million in both the three and six months ended June 30, 2022 due to foreign
currency translation.

Cost of Revenues



We believe that our ability to manage operating costs is important to our
ability to remain price competitive. We continue to experience the current
macroeconomic inflationary pressures across several cost categories, but most
notably related to internal and external labor, transportation, general supplies
and energy related costs. We continue to manage these increases through constant
cost monitoring as well as our overall customer pricing strategies designed to
offset the negative inflationary impacts on our margins.

We also continue to upgrade the quality and efficiency of our services through
the development of new technology and continued modifications and expansion at
our facilities, invest in new business opportunities and aggressively implement
strategic sourcing and logistics solutions in the face of these inflationary
pressures, while also continuing to optimize our management and operating
structure in an effort to manage our operating margins.

Environmental Services
                                                  For the Three Months Ended                                                           For the Six Months Ended
                                     June 30,                              2022 over 2021                               June 30,                                 2022 over 2021
(in thousands, except                                                                        %
percentages)                  2022               2021                Change               Change                 2022                 2021                Change               % Change
Cost of revenues          $ 743,659          $ 487,257          $     256,402                52.6  %       $      1,428,995       $    938,512       $     490,483                  52.3  %
As a % of Direct revenues      68.2  %            67.3  %                 0.9  %                                  70.1    %          68.1    %                 2.0  %


Environmental Services cost of revenues for the three months ended June 30, 2022
increased $256.4 million from the comparable period in 2021, primarily due to
the increase in direct revenues noted above, including additional costs from the
HydroChemPSC operations. Cost of revenues as a percentage of direct revenues for
the three months ended June 30, 2022 remained relatively consistent with the
three months ended June 30, 2021 despite lower COVID-19 decontamination services
and higher industrial services which typically operate at a lower margin than
our waste disposal focused offerings. Overall, labor and benefit related costs
increased $124.8 million, equipment and supply costs increased $61.2 million and
external transportation, vehicle and fuel costs increased $51.1 million.

Environmental Services cost of revenues for the six months ended June 30, 2022
increased $490.5 million from the comparable period in 2021, primarily due to
the increase in direct revenues noted above, including additional costs from the
HydroChemPSC operations. Cost of revenues as a percentage of direct revenues
increased 2.0% from the comparable period in the prior year mainly due to the
mix of services, including lower COVID-19 decontamination services and the
growth of our industrial services offerings which typically operate at margins
lower than our waste disposal focused offerings. Inflationary pressures across
several cost categories including labor, transportation, equipment and supply
costs have also contributed to the increase of these costs as a percentage of
revenues. Overall, labor and benefit related costs increased $234.9 million,
equipment and supply costs increased $128.5 million and external transportation,
vehicle and fuel related costs increased $91.5 million.

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Safety-Kleen Sustainability Solutions

                                                 For the Three Months Ended                                                         For the Six Months Ended
                                     June 30,                             2022 over 2021                               June 30,                                2022 over 2021
(in thousands, except                                                                      %
percentages)                  2022               2021               Change               Change                2022                  2021               Change               % Change
Cost of revenues          $ 151,020          $ 123,025          $     27,995               22.8  %       $         303,037       $    231,401       $     71,636                 31.0  %
As a % of Direct revenues      56.9  %            60.8  %               (3.9) %                                  62.2    %          65.0    %               (2.8) %


Safety-Kleen Sustainability Solutions cost of revenues for the three months
ended June 30, 2022 increased $28.0 million from the comparable period in 2021.
The cost of raw materials used in production of our oil products increased $17.8
million, driven mainly by increased costs to obtain used oil through our used
oil collection services. The increase in base oil pricing in the second quarter
of 2022 as compared to the same period in 2021 has resulted in a correlating
increase in the cost we now pay for used oil feedstock. Increased external
transportation, vehicle and fuel costs of $5.1 million also contributed to the
overall increase in cost of revenues, with fuel being the largest component of
this increase.

Safety-Kleen Sustainability Solutions cost of revenues for the six months ended
June 30, 2022 increased $71.6 million from the comparable period in 2021. The
cost of raw materials used in production of our oil products increased $49.5
million, more than half of which was due to increased costs to obtain used oil
through our used oil collection services. As noted above, the increase in base
oil pricing has resulted in a correlating increase in the cost we now pay for
used oil feedstock. Other costs that contributed to the overall increase include
the cost of external transportation, vehicle and fuel costs which increased $9.6
million and labor and benefit related costs which increased $2.8 million.

As a percentage of revenues, Safety-Kleen Sustainability Solutions costs of
revenues decreased by 3.9% and 2.8% in the three and six months ended June 30,
2022 as compared to the comparable periods in 2021. This margin improvement was
largely driven by the increased pricing of our products which outpaced the
increase in cost of revenues as the business continued to capitalize on the
favorable market conditions and efficient management of the spread between the
pricing of products and the rising costs to obtain oil feedstock, including
labor and fuel costs, in this inflationary environment.

Selling, General and Administrative Expenses



We strive to manage our selling, general and administrative ("SG&A") expenses
commensurate with the overall performance of our segments and corresponding
revenue levels. We believe our ability to properly align these costs with
business performance is reflective of our strong management of the businesses
and further promotes our ability to remain competitive in the marketplace.

Environmental Services

                                               For the Three Months Ended                                                        For the Six Months Ended
                                   June 30,                            2022 over 2021                               June 30,                                2022 over 2021
(in thousands, except                                                                   %
percentages)                2022              2021               Change               Change                2022                  2021               Change               % Change
SG&A expenses            $ 77,743          $ 60,799          $     16,944               27.9  %       $         156,250       $    123,892       $     32,358                 26.1  %
As a % of Direct
revenues                      7.1  %            8.4  %               (1.3) %                                   7.7    %           9.0    %               (1.3) %


Environmental Services SG&A expenses for the three months ended June 30, 2022
increased $16.9 million from the comparable period in 2021, most predominately
due to a $12.9 million increase in labor and benefit related costs.
Environmental Services SG&A expenses for the six months ended June 30, 2022
increased $32.4 million from the comparable period in 2021, also due to
increased labor and benefit related costs of $23.9 million. Increased costs from
the HydroChemPSC business operations drove approximately $12.0 million and $24.2
million of the labor and benefit cost increases, respectively. As a percentage
of revenue, the Environmental Services SG&A improved by 1.3% in both the three
and six months ended June 30, 2022, driven both by the HydroChemPSC business
operations which have lower SG&A expenses when compared to the business's
related revenues and overall improved leverage of SG&A in the legacy
Environmental Services business. The improved leverage of our SG&A spending
significantly contributed to the overall increase in profitability of the
segment.

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Safety-Kleen Sustainability Solutions



                                               For the Three Months Ended                                                     For the Six Months Ended
                                   June 30,                            2022 over 2021                           June 30,                             2022 over 2021
(in thousands, except                                                                   %
percentages)                2022              2021               Change               Change             2022              2021               Change               % Change
SG&A expenses            $ 17,460          $ 15,943          $      1,517                9.5  %       $    35,158       $    29,402       $      5,756                 19.6  %
As a % of Direct
revenues                      6.6  %            7.9  %               (1.3) %                              7.2   %           8.3   %               (1.1) %


Safety-Kleen Sustainability Solutions SG&A expenses for the three and six months
ended June 30, 2022 increased $1.5 million and $5.8 million from the comparable
periods in 2021 primarily attributable labor and benefit cost increases of $1.2
million and $4.6 million, respectively. As a percentage of revenue, these costs
improved in both the three and six months ended June 30, 2022 when compared to
the same periods in the prior year.

Corporate Items

                                                 For the Three Months Ended                                                     For the Six Months Ended
                                     June 30,                            2022 over 2021                            June 30,                             2022 over 2021
(in thousands, except                                                                     %
percentages)                  2022              2021               Change               Change              2022              2021               Change               % Change
SG&A expenses              $ 60,405          $ 47,364          $     13,041               27.5  %       $ 115,373          $ 92,453          $     22,920                 24.8  %
As a % of Total Clean
Harbors' Direct revenues        4.5  %            5.1  %               (0.6) %                                4.6  %            5.3  %               (0.7) %


We manage our Corporate Items SG&A expenses commensurate with the overall total
Company performance and direct revenue levels. Generally, as revenues increase,
we would expect some increase in these costs. Corporate Items SG&A expenses for
the three and six months ended June 30, 2022 increased from the comparable
periods in 2021, but decreased in both periods as a percentage of total Clean
Harbors' direct revenues which has also contributed to Clean Harbors' overall
profitability.

For the three months ended June 30, 2022, the overall cost increase of $13.0
million included a $6.8 million increase in labor and benefits related costs,
including higher stock-based compensation costs and human resource related
costs. The higher stock-based compensation costs are primarily driven by the
timing of grants in 2022. Overall we expect the stock-based grants in the
current year to remain relatively consistent with the prior year. The remaining
net increase is spread across various cost categories.

For the six months ended June 30, 2022, the overall increase of $22.9 million
included a $13.3 million increase in labor and benefits related costs, including
higher stock-based compensation costs, incentive costs and human resource
related costs. Similar to the discussion above, the increase in stock-based
compensation is mainly due to the timing of grants in 2022, though we expect the
overall grants for 2022 to be relatively consistent with 2021. Both bad debt
expense and information technology/cyber-security related technology costs
increased $4.0 million, respectively. These increases were partially offset by
the $3.0 million breakup fee received related to the termination of the proposed
asset acquisition from Vertex Energy, Inc. The remaining net increase is spread
across various cost categories.

Adjusted EBITDA



Management considers Adjusted EBITDA to be a measurement of performance which
provides useful information to both management and investors. Adjusted EBITDA
should not be considered an alternative to net income or other measurements
under GAAP. Adjusted EBITDA is not calculated identically by all companies and
therefore our measurements of Adjusted EBITDA, while defined consistently and in
accordance with our existing credit agreement, may not be comparable to
similarly titled measures reported by other companies.

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                                                             For the Three Months Ended                                                        For the Six Months Ended
                                                June 30,                              2022 over 2021                             June 30,                              2022 over 2021
                                                                                                        %
(in thousands, except percentages)       2022               2021                Change                Change              2022               2021                Change               % Change
Adjusted EBITDA:
Environmental Services               $ 269,341          $ 176,041          $       93,300               53.0  %       $ 452,943          $ 316,295          $      136,648                43.2  %
Safety-Kleen Sustainability
Solutions                               97,010             63,314                  33,696               53.2            148,887             94,946                  53,941                56.8
Corporate Items                        (57,281)           (51,584)                 (5,697)             (11.0)          (112,501)           (94,019)                (18,482)              (19.7)
Total                                $ 309,070          $ 187,771          $      121,299               64.6  %       $ 489,329          $ 317,222          $      172,107                54.3  %


We use Adjusted EBITDA to enhance our understanding of our operating
performance, which represents our views concerning our performance in the
ordinary, ongoing and customary course of our operations. We historically have
found it helpful, and believe that investors have found it helpful, to consider
an operating measure that excludes certain expenses relating to transactions not
reflective of our core operations.

The information about our operating performance provided by this financial
measure is used by our management for a variety of purposes. We regularly
communicate Adjusted EBITDA results to our lenders since our loan covenants are
based upon levels of Adjusted EBITDA achieved and to our board of directors and
we discuss our interpretation of such results with the board. We also compare
our Adjusted EBITDA performance against internal targets as a key factor in
determining cash and stock bonus compensation for executives and other
employees, largely because we believe that this measure is indicative of how the
fundamental business is performing and is being managed.

We also provide information relating to our Adjusted EBITDA so that analysts,
investors and other interested persons have the same data that we use to assess
our core operating performance. We believe that Adjusted EBITDA should be viewed
only as a supplement to the GAAP financial information. We also believe,
however, that providing this information in addition to, and together with, GAAP
financial information permits the users of our financial statements to obtain a
better understanding of our core operating performance and to evaluate the
efficacy of the methodology and information used by management to evaluate and
measure such performance on a standalone and a comparative basis.

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



                                                       For the Three Months Ended                    For the Six Months Ended
                                                                June 30,                                     June 30,
                                                      2022                       2021                 2022                 2021
Net income                                      $     148,157                $  67,075          $    193,471           $  88,811
Accretion of environmental liabilities                  3,197                    2,873                 6,353               5,826
Stock-based compensation                                6,835                    3,305                12,547               6,785
Depreciation and amortization                          87,868                   71,592               172,166             143,755
Other (income) expense, net                            (1,265)                   1,480                (1,969)              2,708
Gain on sale of business                               (8,864)                       -                (8,864)                  -
Interest expense, net of interest income               26,256                   18,051                51,273              35,969
Provision for income taxes                             46,886                   23,395                64,352              33,368
Adjusted EBITDA                                 $     309,070                $ 187,771          $    489,329           $ 317,222
As a % of Direct revenues                                22.8   %                 20.3  %               19.4   %            18.3  %


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Depreciation and Amortization

                                              For the Three Months Ended                                                         For the Six Months Ended
                                  June 30,                             2022 over 2021                             June 30,                               2022 over 2021
(in thousands, except                                                                    %
percentages)               2022              2021                Change               Change               2022               2021                Change               % Change
Depreciation of fixed
assets and
amortization of
landfills and finance
leases                 $  75,616          $ 63,828          $      11,788                18.5  %       $ 147,674          $ 128,402          $      19,272                  15.0  %
Permits and other
intangibles
amortization              12,252             7,764                  4,488                57.8             24,492             15,353                  9,139                  59.5
Total depreciation and
amortization           $  87,868          $ 71,592          $      16,276                22.7  %       $ 172,166          $ 143,755          $      28,411                  19.8  %


Depreciation and amortization for the three and six months ended June 30, 2022
increased by $16.3 million and $28.4 million from the comparable periods in 2021
due to the depreciation and amortization of the HydroChemPSC tangible and
intangible assets which were acquired in in the fourth quarter of 2021.

Gain on Sale of Business

                                                         For the Three Months Ended                                                          For the Six Months Ended
                                            June 30,                              2022 over 2021                               June 30,                                2022 over 2021
                                                                                                    %                                                                                    %
                                      2022               2021               Change               Change                  2022                 2021               Change               Change

Gain on sale of business $ 8,864 $ - $

    8,864               100.0  %       $    8,864               $     -          $       8,864               100.0  %


During the three and six months ended June 30, 2022, we recorded a $8.9 million
gain on the sale of a non-core line of business within our Environmental
Services segment. For additional information regarding this gain on sale of
business, see Note 5, "Disposition of Business," to the accompanying financial
statements.

Provision for Income Taxes

                                               For the Three Months Ended                                                     For the Six Months Ended
                                   June 30,                            2022 over 2021                            June 30,                            2022 over 2021
(in thousands, except                                                                    %                                                                            %
percentages)                2022              2021               Change               Change              2022              2021               Change               Change
Provision for income
taxes                    $ 46,886          $ 23,395          $     23,491               100.4  %       $ 64,352          $ 33,368          $     30,984               92.9  %
Effective tax rate           24.0  %           25.9  %               (1.9) %                               25.0  %           27.3  %               (2.3) %


The provision for income taxes for the three and six months ended June 30, 2022
increased $23.5 million and $31.0 million from the comparable periods in 2021,
due to an increase in income before provision for income taxes. Our effective
tax rates for the three and six months ended June 30, 2022 decreased 1.9% and
2.3%, respectively, when compared to the three and six months ended June 30,
2021. The decrease in our effective tax rate is largely due to the utilization
of previous unbenefited losses in certain of our Canadian entities.

In recent periods, certain Canadian entities which have historically generated
net operating losses and for which we have recognized valuation allowances, have
been operating at a profit. This recent profitability and associated utilization
of previous unbenefited losses is due to operational improvements and tax
strategies as well as government subsidies and the gain on sale of a line of
business. As of June 30, 2022, we do not yet believe that sufficient positive
evidence exists to support that this return to profitability will continue for a
sustained period. We will continue to evaluate this on an ongoing basis to
determine when, if at all, to release some or all of the associated remaining
valuation allowances.

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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. 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.

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