UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 2, 2017

CLEAN HARBORS, INC.

(Exact name of registrant as specified in its charter)

(781) 792-5000

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Emerging growth company o

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

Item 2.02                   Results of Operations and Financial Condition

On August 2, 2017 Clean Harbors, Inc. (“the Company”) issued a press release announcing the Company’s results of operations for the second quarter and six months ended June 30, 2017.  A copy of that press release is furnished with this report as Exhibit 99.1.

Item 9.01                   Financial Statements and Exhibits

99.1                        Press Release dated August 2, 2017

SIGNATURES

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

2

Exhibit 99.1

Press Release

Clean Harbors Announces Second-Quarter 2017 Financial Results

·            Revenues Increase 8% to $752.8 Million, Driven by Strong Growth in Technical Services and Safety-Kleen

·            Net Income of $25.9 Million and GAAP EPS of $0.45 Reflect Gain on Sale of Transformer Services Business; Adjusted EPS of $0.24

·            Adjusted EBITDA Grows 9% to $120.7 Million

·            Income from Operations Increases 35% to $46.7 Million

·            Company Confirms 2017 Adjusted EBITDA Guidance Range

·            $103.8 Million of Senior Notes Redeemed To Complete Recent Debt Transactions

NORWELL, Mass. — August 2, 2017 — Clean Harbors, Inc. (“Clean Harbors”) (NYSE: CLH), the leading provider of environmental, energy and industrial services throughout North America, today announced financial results for the second quarter ended June 30, 2017.

“For the second consecutive quarter, we delivered solid revenue growth and Adjusted EBITDA that were in line with our expectations,” said Alan S. McKim, Chairman, President and Chief Executive Officer.  “Importantly, we achieved revenue gains across all four of our reporting segments.  Technical Services led all segments with an 11% top-line increase, driven by a meaningful contribution from our new El Dorado incinerator, the steady rebound in U.S. industrial production and growth investments, including our retail initiative. Incinerator utilization in the quarter was 87% including the new capacity, compared with 88% in the second quarter last year. Landfill volumes, supported by a stable base business and an improving project environment, rose by 23%.”

Second-quarter revenues increased 8% to $752.8 million, compared with $697.5 million in the same period a year ago.  Income from operations grew 35% to $46.7 million from $34.5 million in the same period in 2016.

Net income for the second quarter of 2017 was $25.9 million, or $0.45 per diluted share. This result included the after-tax gain on sale from the divestiture of the Company’s transformer services business of $18.5 million and an after-tax loss on the early extinguishment of debt of $3.6 million, as well as a $2.7 million non-cash effect of not recognizing income tax benefits associated with pre-tax losses generated by certain Canadian subsidiaries.  Net income for the second quarter of 2016 was $4.0 million, or $0.07 per diluted share, which included a $4.5 million non-cash effect of not recognizing certain Canadian income tax benefits.

Adjusted net income for the second quarter of 2017 was $13.7 million, or $0.24 per diluted share, compared with adjusted net income of $8.4 million, or $0.15 per diluted share, for the same period a year ago. Net income and adjusted net income results for the second quarters of 2017 and 2016 included pre-tax integration and severance costs of $1.8 million and $3.2 million, respectively.

Adjusted EBITDA (see description below) in the second quarter of 2017 rose 9% to $120.7 million from $110.4 million in the same period of 2016.

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

“Our Safety-Kleen segment delivered a 9% gain in the second quarter in both revenues and Adjusted EBITDA,” McKim said.  “Top-line results in Safety-Kleen reflected higher base oil and lubricant pricing, contributions from 2016 acquisitions, growth in our parts washer business and the steady ramp-up of our OilPlus™ closed loop offering.  Excluding the Catalyst Services business we divested in 2016, Industrial and Field Services revenues grew by a double-digit percentage in both lines of business.  Oil, Gas and Lodging Services performed well in its seasonally weakest quarter, as the segment generated positive Adjusted EBITDA on 6% revenue growth, driven by higher occupancy rates in our fixed lodges.”

Redemption of Senior Notes

On August 1, 2017, the Company redeemed, in accordance with the terms of the indenture that governs its 5.25% senior notes due 2020 (the “Notes”), Notes having an aggregate principal amount of approximately $103.8 million. The Notes were redeemed for 101.313% of their principal amount, plus accrued interest.  The Company had previously announced on June 28, 2017, the results of a cash tender offer in which it purchased approximately $296.2 million principal amount of Notes.  The $400 million aggregate principal amount of Notes repurchased or redeemed from these two transactions was replaced by a $400 million Term Loan B facility debt financing that the Company successfully completed on June 30.

“Given the favorable conditions in the debt markets and considerable demand in our debt offering, we swapped a portion of our fixed senior notes due in 2020 for variable Term Loan B debt,” said Michael L. Battles, Executive Vice President and Chief Financial Officer. “At current rates, our new debt financing will save us approximately $8 million in interest expense annually.  In addition, the new structure extends the term on a portion of our debt and provides us with increased flexibility going forward.”

Business Outlook and Financial Guidance

“Looking ahead to the second half of 2017, we expect our top-line momentum to continue, led by Technical Services and Safety-Kleen,” McKim said.  “For Technical Services, we see promising trends in U.S. Industrial Production and GDP, particularly in some of our key verticals.  Our pipeline of base work and project opportunities continues to grow.  With our new El Dorado incinerator fully operational, we expect volumes in our incineration network to increase as the year progresses, driven by the Chemical and Retail markets.

“Within Safety-Kleen, our closed loop offering will deliver incremental growth in 2017 as we expand into additional markets with our bulk lubricants offering,” McKim continued. “Base oil and lubricant prices are expected to remain stable in the near-term.  As evidenced by our recent announcement regarding our Charge-for-Oil rates and stop fees, we will continue to carefully manage the spread in our re-refinery business.  We also intend to make ongoing investments in areas of Safety-Kleen that we expect to deliver long-term value as we steadily grow our direct sales business in the quarters and years ahead.

“We believe that our profitable growth initiatives, combined with signs of improvement in macroeconomic conditions and our ongoing cost-reduction programs, set the stage for a strong second half of the year.  As a result, we remain on track to achieve our full-year guidance,” McKim concluded.

Based on its year-to-date financial performance and current market conditions, Clean Harbors continues to expect full-year 2017 Adjusted EBITDA in the range of $435 million to $475 million. A reconciliation of the Company’s annual Adjusted EBITDA guidance to net income guidance is included below.  On a GAAP basis, the Company’s guidance is based on 2017 net income in the range of $24 million to $55 million.  Adjusted net

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

income for 2017, which includes the loss on early extinguishment of debt, the gain on sale of business and the recognition of the non-cash tax benefits in Canada, is in the range of $30 million to $54 million. A reconciliation of the Company’s Adjusted EBITDA guidance and adjusted net income to net income guidance is included below.

Non-GAAP Results

Clean Harbors reports Adjusted EBITDA, which is a non-GAAP financial measure and should not be considered an alternative to net income or other measurements under generally accepted accounting principles (GAAP), but viewed only as a supplement to those measurements.  The Company believes that Adjusted EBITDA provides additional useful information to investors since the Company’s loan covenants are based upon levels of Adjusted EBITDA achieved and the fact that management routinely evaluates the performance of its businesses based upon levels of Adjusted EBITDA.  The Company defines Adjusted EBITDA consistently and in accordance with its existing credit agreement, as described in the following reconciliation showing the differences between reported net income (loss) and Adjusted EBITDA for the three and six months ended June 30, 2017 and 2016 (in thousands):

This press release includes a discussion of net income (loss) and earnings (loss) per share adjusted for the loss on early extinguishment of debt, the gain on sale of business and the non-cash impact of unbenefited tax losses in Canada as identified in the reconciliations provided below. The Company believes that discussion of these additional non-GAAP measures provides investors with meaningful comparisons of current results to prior periods’ results by excluding items that the Company does not believe reflect its fundamental business performance.  The following shows the difference between net income (loss) to adjusted net income (loss), and earnings (loss) per share to adjusted earnings (loss) per share for the three and six months ended June 30, 2017 and 2016 (in thousands, except per share amounts):

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

Adjusted EBITDA Guidance Reconciliation

An itemized reconciliation between projected net income and projected Adjusted EBITDA is as follows:

An itemized reconciliation between projected net income and projected adjusted net income is as follows:

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

Conference Call Information

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

About Clean Harbors

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

Safe Harbor Statement

Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions.  Such statements may include, but are not limited to, statements about future financial and operating results, and other statements that are not historical facts.  Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially including, without limitation, those items identified as “risk factors” in Clean Harbors’ most recently filed Form 10-K and Form 10-Q.  Therefore, readers are cautioned not to place undue reliance on these forward-looking statements.  Clean Harbors undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its filings with the Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.

Contacts

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

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share amounts)

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

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

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

CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

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

Supplemental Segment Data (in thousands)

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