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 nine months ended September 30, 2022 were
$1,363.1 million and $3,888.5 million, compared with $951.5 million and $2,686.1
million for the three and nine months ended September 30, 2021. Our
Environmental Services segment direct revenues increased $340.9 million and
$1,000.3 million or 45.7% and 47.1% 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 for the three and nine months ended
September 30, 2022. Continued demand for our disposal network and pricing
initiatives across the business also contributed meaningfully to the overall
growth in this segment. Specifically, approximately one-third of the total
revenue growth in the segment was driven by growth within our technical services
and Safety-Kleen environmental services revenue streams, neither of which were
impacted by the acquisition of HydroChemPSC. In the three and nine months ended
September 30, 2022, our Safety-Kleen Sustainability Solutions segment direct
revenues increased $70.5 million and $201.9 million or 34.3% and 35.9% 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 $6.5 million and $13.7
million in the three and nine months ended September 30, 2022.

In the three and nine months ended September 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.
Strategic decisions made in connection with these challenges drove increased
investment in and levels of certain supplies related inventory which have
increased overall working capital of the Company. We believe that this
investment will also mitigate future potential supply chain constraints.

In combating inflationary pressures across both segments and our Corporate
operations, in recent quarters we have executed upon cost control initiatives,
to the greatest extent possible, as well as strategic pricing initiatives with
customers. As a result of these focused efforts, our quarterly operating margins
have improved in 2022 as compared to quarters prior to the implementation of
these initiatives.

We reported income from operations for the three and nine months ended
September 30, 2022 of $209.1 million and $507.4 million, compared with $104.8
million and $265.7 million in the three and nine months ended September 30,
2021, representing increases of 99.4% and 91.0%, respectively. Net income for
the three and nine months ended September 30, 2022 was $135.8 million and $329.3
million, compared with net income of $65.4 million and $154.3 million in the
three and nine months ended September 30, 2021, representing increases of 107.5%
and 113.5%, respectively.

Adjusted EBITDA, which is the primary financial measure by which our segments
are evaluated, increased 66.7% to $308.6 million in the three months ended
September 30, 2022 from $185.1 million in the three months ended September 30,
2021 and increased 58.8% to $797.9 million in the nine months ended
September 30, 2022 from $502.3 million in the nine months ended September 30,
2021. This improved performance was driven by the increased revenue levels in
both segments noted above, including the acquisition of HydroChemPSC, focused
pricing initiatives in the Environmental Services segment, strong spread
management as

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

Net cash from operating activities for the nine months ended September 30, 2022
was $357.5 million, as compared to net cash from operating activities of $368.2
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 $118.1 million in the nine months ended September 30, 2022 as compared to
$238.0 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 and strategic inventory management decisions,
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 nine months ended September 30,
2022 and September 30, 2021 (in thousands, except percentages):

                                                                                                           Summary of Operations
                                                          For the Three Months Ended                                                               For the Nine Months Ended
                                                            September 30,                              %
                                  September 30, 2022            2021               Change            Change          September 30, 2022         September 30, 2021            Change             % Change
Direct Revenues (1):
Environmental Services           $       1,086,484          $  745,633          $ 340,851            45.7%          $       3,124,672          $       2,124,332          $ 1,000,340             47.1%
Safety-Kleen Sustainability
Solutions                                  276,319             205,787             70,532             34.3                    763,401                    561,536              201,865              35.9
Corporate Items                                283                  59                224             N/M                         434                        217                  217              N/M
Total                                    1,363,086             951,479            411,607             43.3                  3,888,507                  2,686,085            1,202,422              44.8
Cost of Revenues (2):
Environmental Services                     746,869             516,340            230,529             44.6                  2,175,864                  1,454,852              721,012              49.6
Safety-Kleen Sustainability
Solutions                                  154,753             119,332             35,421             29.7                    457,790                    350,733              107,057              30.5
Corporate Items                              9,026               3,560              5,466             N/M                      18,852                     12,069                6,783              N/M
Total                                      910,648             639,232            271,416             42.5                  2,652,506                  1,817,654              834,852              45.9
Selling, General &
Administrative Expenses:
Environmental Services                      78,928              62,822             16,106             25.6                    235,178                    186,714               48,464              26.0
Safety-Kleen Sustainability
Solutions                                   18,410              15,645              2,765             17.7                     53,568                     45,047                8,521              18.9
Corporate Items                             54,373              54,697               (324)           (0.6)                    169,746                    147,150               22,596              15.4
Total                                      151,711             133,164             18,547             13.9                    458,492                    378,911               79,581              21.0
Adjusted EBITDA:
Environmental Services                     260,687             166,471             94,216             56.6                    713,630                    482,766              230,864              47.8
Safety-Kleen Sustainability
Solutions                                  103,156              70,810             32,346             45.7                    252,043                    165,756               86,287              52.1
Corporate Items                            (55,288)            (52,197)            (3,091)           (5.9)                   (167,789)                  (146,216)             (21,573)            (14.8)
Total                            $         308,555          $  185,084          $ 123,471            66.7%          $         797,884          $         502,306          $   295,578             58.8%
Adjusted EBITDA as a % of Direct
Revenues:
Environmental Services                        24.0  %             22.3  %             1.7  %                                     22.8  %                    22.7  %               0.1  %
Safety-Kleen Sustainability
Solutions                                     37.3  %             34.4  %             2.9  %                                     33.0  %                    29.5  %               3.5  %
Corporate Items                                   N/M                 N/M                N/M                                         N/M                        N/M                  N/M
Total                                         22.6  %             19.5  %             3.1  %                                     20.5  %                    18.7  %               1.8  %


_____________________
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, captive incinerator
closures, government infrastructure investment, weather related events, base and
blended oil pricing, market changes relative to the collection of used oil, our
ability to manage the spread between oil product prices and prices for the
collection of used oil, the number of parts washers placed at customer sites and
foreign currency translation. In addition, customer efforts to minimize
hazardous waste and changes in regulation can also impact our revenues.

Environmental Services

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

Direct revenues                 $ 1,086,484          $ 745,633          $      340,851              45.7  %       $ 3,124,672          $ 2,124,332          $    1,000,340                47.1  %



Environmental Services direct revenues for the three months ended September 30,
2022 increased $340.9 million from the comparable period in 2021. With the
acquisition of HydroChemPSC, our industrial services and field and emergency
response services direct revenues grew. In addition, our technical services and
Safety-Kleen environmental revenue streams, which were not impacted by the
acquisition of HydroChemPSC, grew 29.4% and 21.5% respectively. More
specifically, direct revenues of our industrial service offerings increased
$179.1 million most notably focused in revenue streams associated with the
HydroChemPSC operations including vacuum services, hydroblasting and industrial
cleaning. Technical services revenues increased $89.1 million largely due to
higher collection and throughput of waste streams at our facilities including
higher value waste streams at our incinerators coupled with pricing initiatives
across the business. Higher volumes, throughput efficiencies and fewer down days
at our incinerators drove an increase in utilization from 82% in the third
quarter of 2021 to 86% in the third quarter of 2022. We also saw an increase in
landfill volumes in the third quarter of 2022 as compared to the third quarter
of 2021. Field and emergency response services revenues increased approximately
$36.8 million largely due to contributions from the HydroChemPSC operations,
despite a $5.2 million decrease in COVID-19 decontamination service revenues.
Direct revenues for the Safety-Kleen core service offerings increased $35.9
million from the comparable period in 2021 due to improved pricing and greater
demand for these containerized waste, parts washer and vacuum services. The
Canadian operations of the Environmental Services segment were negatively
impacted by $4.7 million due to foreign currency translation.

Environmental Services direct revenues for the nine months ended September 30,
2022 increased $1,000.3 million from the comparable period in 2021. Consistent
with the discussion above, revenues associated with HydroChemPSC operations
within industrial services and field and emergency response services drove much
of this increase, however, Technical services and Safety-Kleen environmental
services offerings grew organically by 25.1% and 18.4%, respectively. Direct
revenues of our industrial service offerings increased $567.3 million which was
due to increases in revenue streams associated with the HydroChemPSC operations.
Technical services revenues increased $244.5 million largely due to higher
throughput at our facilities and higher value waste streams at our incinerators
coupled with pricing initiatives. Utilization at our incinerators increased from
83% in the nine months ended September 30, 2021 to 87% in the nine months ended
September 30, 2022 largely driven by increased volumes, throughput efficiencies
and fewer down days. We also saw an increase in landfill volumes in the nine
months of 2022 as compared to the first nine months of 2021. Field and emergency
response services revenues increased approximately $104.2 million, mainly due to
contributions from the HydroChemPSC business, despite a $30.9 million decrease
in COVID-19 decontamination service revenues. Direct revenues for the
Safety-Kleen core service offerings increased $83.9 million from the comparable
period in 2021 due to improved pricing and greater demand for our containerized
waste, vacuum services and parts washer services. The Canadian operations of the
Environmental Services segment were negatively impacted by $10.5 million due to
foreign currency translation.

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Safety-Kleen Sustainability Solutions



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

Direct revenues                $ 276,319          $ 205,787          $      70,532              34.3  %       $ 763,401          $ 561,536          $      201,865                35.9  %


Safety-Kleen Sustainability Solutions direct revenues for the three months
ended September 30, 2022 increased $70.5 million from the comparable period in
2021 predominately due to higher pricing of our base and blended oil products.
For the three months ended September 30, 2022, base oil sales revenues increased
$48.2 million from the comparable period in 2021 mainly due to pricing increases
and, to a lesser extent, an increase in volumes sold. Pricing also drove an
increase in revenues from recycled fuel oil and refinery byproducts of $20.6
million and an increase in blended oil sales of $6.5 million. In the three
months ended September 30, 2022, the Canadian operations of the Safety-Kleen
Sustainability Solutions segment were negatively impacted by $1.8 million due to
foreign currency translation.

In the nine months ended September 30, 2022, the overall direct revenue increase
of $201.9 million was largely due to a $146.4 million increase in base oil sales
driven by higher pricing across a relatively consistent volume sold. Revenues
from recycled fuel oil and refinery byproducts increased $35.1 million in the
nine months ended September 30, 2022 when compared to 2021 and revenues from
blended oil sales increased $33.6 million due to higher pricing which more than
offset lower volumes sold. The volume of used oil collected increased, however,
revenue from the collection of used motor oil decreased $8.8 million. This
decrease is in line with expectations given the inverse correlation between
movements in base oil pricing and the market prices associated with our used oil
collection services. The Canadian operations of the Safety-Kleen Sustainability
Solutions segment were negatively impacted by $3.2 million in the nine months
ended September 30, 2022 due to foreign currency translation.

Cost of Revenues



We believe that management of operating costs is vital 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 aim 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 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 Nine Months Ended
                                         September 30,                          2022 over 2021                            September 30,                              2022 over 2021
(in thousands, except                                                                             %
percentages)                        2022               2021                Change              Change                2022                 2021                 Change               % Change
Cost of revenues                $ 746,869          $ 516,340          $     230,529              44.6  %       $      2,175,864       $   1,454,852       $     721,012                 49.6  %
As a % of Direct revenues            68.7  %            69.2  %                (0.5) %                                  69.6  %           68.5    %                 1.1  %


Environmental Services cost of revenues for the three months ended September 30,
2022 increased $230.5 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
for the three months ended September 30, 2022 remained relatively consistent
with the three months ended September 30, 2021 despite lower COVID-19
decontamination services and the growth of our industrial services offerings
which typically operate at a lower margin than our waste disposal focused
offerings. Overall, labor and benefit related costs increased $122.4 million,
equipment and supply costs increased $45.7 million and external transportation,
vehicle and fuel costs increased $38.5 million. These increases were driven by a
combination of increased business, including the addition of HydroChemPSC, and
inflationary pressures.

Environmental Services cost of revenues for the nine months ended September 30,
2022 increased $721.0 million from the comparable period in 2021, primarily due
to the increase in direct revenues noted above, including additional costs from
the HydroChemPSC operations and inflationary pressures. Cost of revenues as a
percentage of direct revenues increased 1.1% from the comparable period in the
prior year mainly due to the mix of services, most notably lower COVID-19
decontamination services and

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the growth of our industrial service 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 $357.2 million,
equipment and supply costs increased $176.5 million and external transportation,
vehicle and fuel related costs increased $120.7 million.

Safety-Kleen Sustainability Solutions


                                                      For the Three Months Ended                                                        For the Nine Months Ended
                                         September 30,                         2022 over 2021                            September 30,                             2022 over 2021
(in thousands, except                                                                            %
percentages)                        2022               2021               Change              Change                2022                 2021                Change              % Change
Cost of revenues                $ 154,753          $ 119,332          $     35,421              29.7  %       $        457,790       $    350,733       $     107,057                30.5  %
As a % of Direct revenues            56.0  %            58.0  %               (2.0) %                                  60.0  %          62.5    %                (2.5) %


Safety-Kleen Sustainability Solutions cost of revenues for the three months
ended September 30, 2022 increased $35.4 million from the comparable period in
2021. The cost of raw materials used in production of our oil products increased
$17.4 million, driven mainly by increased costs to obtain used oil through our
used oil collection services. The increase in base oil pricing in the third
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 $8.3 million, labor and
benefit related costs of $3.6 million and equipment and supply costs of $1.8
million also contributed to the overall increase in cost of revenues. The
remaining increase was spread across various cost categories.

Safety-Kleen Sustainability Solutions cost of revenues for the nine months ended
September 30, 2022 increased $107.1 million from the comparable period in 2021.
The cost of raw materials used in production of our oil products increased $66.9
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
external transportation, vehicle and fuel costs which increased $18.6 million,
labor and benefit related costs which increased $6.4 million and equipment and
supply costs of which increased $1.8 million. The remaining increase was spread
across various cost categories.

As a percentage of revenues, Safety-Kleen Sustainability Solutions costs of
revenues improved by 2.0% and 2.5% in the three and nine months ended
September 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.

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 Nine Months Ended
                                       September 30,                        2022 over 2021                            September 30,                             2022 over 2021
(in thousands, except                                                                         %
percentages)                      2022              2021               Change              Change                2022                  2021       

       Change              % Change
SG&A expenses                  $ 78,928          $ 62,822          $     16,106              25.6  %       $         235,178       $    186,714       $     48,464                26.0  %
As a % of Direct
revenues                            7.3  %            8.4  %               (1.1) %                                    7.5  %           8.8    %               (1.3) %


Environmental Services SG&A expenses for the three months and nine months ended
September 30, 2022 increased $16.1 million and $48.5 million from the comparable
periods in 2021. These cost increases were primarily driven by increased labor
and benefits related costs of $13.7 million and $37.7 million in the three and
nine month periods respectively, predominately due to the addition of the
HydroChemPSC business operations, investments in our employees and higher
incentive compensation. Professional fees also increased $2.0 million in the
nine months ended September 30, 2022 as compared to the same period in the prior
year. The remaining increases were spread across various other cost categories.
As a percentage of revenue, the Environmental Services SG&A expense improved by
1.1% and 1.3% in both the three and nine months ended September 30, 2022, driven
both by the HydroChemPSC business operations which have lower associated SG&A
expenses when compared to the business's related revenues

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and overall improved leverage of SG&A in the legacy Environmental Services business.

Safety-Kleen Sustainability Solutions



                                                    For the Three Months Ended                                                    For the Nine Months Ended
                                       September 30,                        2022 over 2021                         September 30,                         2022 over 2021
(in thousands, except                                                                         %
percentages)                      2022              2021               Change              Change             2022              2021               Change              % Change
SG&A expenses                  $ 18,410          $ 15,645          $      2,765              17.7  %       $    53,568       $    45,047       $      8,521                18.9  %
As a % of Direct
revenues                            6.7  %            7.6  %               (0.9) %                              7.0  %           8.0   %               (1.0) %


Safety-Kleen Sustainability Solutions SG&A expenses for the three and nine
months ended September 30, 2022 increased $2.8 million and $8.5 million from the
comparable periods in 2021 primarily due to a $1.2 million and $5.8 million
increase in labor and benefit costs as we expanded our sales team for the
segment. As a percentage of revenue, these costs improved in both the three and
nine months ended September 30, 2022 when compared to the same periods in the
prior year.

Corporate Items

                                                      For the Three Months Ended                                                     For the Nine Months Ended
                                         September 30,                        2022 over 2021                          September 30,                          2022 over 2021
(in thousands, except                                                                           %
percentages)                        2022              2021               Change              Change              2022               2021               Change              % Change
SG&A expenses                    $ 54,373          $ 54,697          $      (324)              (0.6) %       $ 169,746          $ 147,150          $     22,596                15.4  %
As a % of Total Clean
Harbors' Direct revenues              4.0  %            5.7  %              (1.7)  %                               4.4  %             5.5  %               (1.1) %


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; however, Corporate Items SG&A
expenses for the three and nine months ended September 30, 2022 decreased as a
percentage of total Clean Harbors' direct revenues when compared to the same
period in the prior year which has also contributed to Clean Harbors' overall
profitability.

For the three months ended September 30, 2022, the overall costs remained
relatively consistent with the prior year while improving as a percentage of
total Clean Harbors' direct revenues with lower bad debt expense and
professional fees more than offsetting increases in labor and benefit related
costs.

For the nine months ended September 30, 2022, the overall increase of $22.6
million included a $17.6 million increase in labor and benefits related costs
and a $7.6 million increase from higher stock-based compensation costs. This
increase in stock-based compensation is mainly due to the timing of grants in
2022. We expect the overall grants for 2022 to be relatively consistent with
2021. Information technology/cyber-security related technology costs also
increased $5.4 million. 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. and $2.7 million reduction in professional
fees in the nine months ended September 30, 2022.

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 GAAP metrics.
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 Nine Months Ended
                                                  September 30,                          2022 over 2021                           September 30,                           2022 over 2021
                                                                                                            %
(in thousands, except percentages)           2022               2021                Change               Change              2022               2021                Change               % Change
Adjusted EBITDA:
Environmental Services                   $ 260,687          $ 166,471          $       94,216              56.6  %       $ 713,630          $ 482,766          $      230,864                47.8  %
Safety-Kleen Sustainability
Solutions                                  103,156             70,810                  32,346              45.7            252,043            165,756                  86,287                52.1
Corporate Items                            (55,288)           (52,197)                 (3,091)             (5.9)          (167,789)          (146,216)                (21,573)              (14.8)
Total                                    $ 308,555          $ 185,084          $      123,471              66.7  %       $ 797,884          $ 502,306          $      295,578                58.8  %


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 Nine Months Ended
                                                              September 30,                                  September 30,
                                                      2022                       2021                 2022                     2021
Net income                                      $     135,799                $  65,443          $    329,270               $ 154,254
Accretion of environmental liabilities                  3,246                    2,799                 9,599                   8,625
Stock-based compensation                                7,828                    6,001                20,375                  12,786
Depreciation and amortization                          88,394                   71,451               260,560                 215,206
Other (income) expense, net                              (104)                    (199)               (2,073)                  2,509
Gain on sale of business                                    -                        -                (8,864)                      -
Interest expense, net of interest income               28,081                   17,984                79,354                  53,953
Provision for income taxes                             45,311                   21,605               109,663                  54,973
Adjusted EBITDA                                 $     308,555                $ 185,084          $    797,884               $ 502,306
As a % of Direct revenues                                22.6   %                 19.5  %               20.5   %                18.7  %


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Depreciation and Amortization

                                                     For the Three Months Ended                                                      For the Nine Months Ended
                                       September 30,                          2022 over 2021                          September 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                         $  75,327          $ 63,875          $      11,452              17.9  %       $ 223,001          $ 192,277          $      30,724                16.0  %
Permits and other
intangibles amortization          13,067             7,576                  5,491              72.5             37,559             22,929                 14,630                63.8
Total depreciation and
amortization                   $  88,394          $ 71,451          $      16,943              23.7  %       $ 260,560          $ 215,206          $      45,354                21.1  %


Depreciation and amortization for the three and nine months ended September 30,
2022 increased by $16.9 million and $45.4 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 Nine Months Ended
                                        September 30,                         2022 over 2021                         September 30,                          2022 over 2021
(in thousands, except                                                                          %                                                                              %
percentages)                        2022               2021              Change             Change               2022               2021               Change               Change
Gain on sale of business       $       -            $     -          $         -                 -  %       $     8,864          $     -          $       8,864              100.0  %


During the nine months ended September 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 Nine Months Ended
                                       September 30,                         2022 over 2021                         September 30,                         2022 over 2021
(in thousands, except                                                                         %                                                                             %
percentages)                      2022              2021               Change               Change              2022              2021               Change              Change
Provision for income
taxes                          $ 45,311          $ 21,605          $     23,706              109.7  %       $ 109,663          $ 54,973          $     54,690              99.5  %
Effective tax rate                 25.0  %           24.8  %                0.2  %                               25.0  %           26.3  %               (1.3) %


The provision for income taxes for the three and nine months ended September 30,
2022 increased $23.7 million and $54.7 million from the comparable periods in
2021 due to an increase in income before provision for income taxes. Our
effective tax rate for the three months ended September 30, 2022 was relatively
consistent to the prior year while the rate for the nine months ended September
30, 2022 decreased 1.3%. 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 business. As
of September 30, 2022, we do not yet believe that sufficient positive evidence
exists to support that the profitability of these certain Canadian entities 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. The related valuation allowances, should they be
released, would not have a significant impact on the Company's results of
operations.

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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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