8-K

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): June 14, 2013

CLEAN HARBORS, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-34223	04-2997780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

42 Longwater Drive, Norwell, Massachusetts	02061-9149
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (781) 792-5000

Not Applicable

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

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

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

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

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

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

Item 7.01 Regulation FD Disclosure

As previously reported, during the first quarter of 2013, Clean Harbors, Inc. (the “Company” or “we”) adjusted its operating segments to integrate the business activities of Safety-Kleen, Inc. and its subsidiaries (collectively, “Safety-Kleen”) acquired in December 2012, and to incorporate other changes made in 2013 to the manner in which the Company manages its business, makes operating decisions and assesses its performance. The Company’s operations are now managed in five reportable segments: Technical Services, Oil Re-refining and Recycling, SK Environmental Services, Industrial and Field Services and Oil and Gas Field Services.  Of those segments, Oil Re-refining and Recycling, and SK Environmental Services, consist of operations which we acquired as part of Safety-Kleen.  No revenue, expense, income or loss of Safety-Kleen was included in the Company’s consolidated statements of income for the year ended December 31, 2012 due to the immateriality of the operating results subsequent to the December 28, 2012 acquisition date.

Performance of the segments is evaluated on several factors, of which the primary financial measure is “Adjusted EBITDA,” which consists of net income plus accretion of environmental liabilities, depreciation and amortization, net interest expense, provision for income taxes and pre-tax, non-cash acquisition accounting adjustments. Also excluded are other expense (income), loss on early extinguishment of debt and income from discontinued operations, net of tax as these amounts are not considered part of usual business operations. Transactions between the segments are accounted for at the Company’s estimate of fair value based on similar transactions with outside customers. The operations not managed through the Company’s five reportable segments are recorded as “Corporate Items.”  Corporate Items revenues consist of two different operations for which the revenues are insignificant. Corporate Items cost of revenues represents certain central services that are not allocated to the five segments for internal reporting purposes. Corporate Items selling, general and administrative expenses include typical corporate items such as legal, accounting and other items of a general corporate nature that are not allocated to the Company’s five reportable segments.

Exhibit 99.1 to this report on Form 8-K provides an unaudited recast summary reflecting the effects of the above reporting changes on the Company’s historical segment level operating results for the four fiscal quarters and full year ended December 31, 2012. The information contained in this report and attached Exhibit 99.1 is being furnished pursuant to Regulation FD in order to provide the financial community with summary financial information and historical data that is on a basis consistent with how we report current financial information. Beginning with the first quarter ended March 31, 2013, the prior year segment information has been recast to conform to the current year presentation.

The recasting of previously issued financial information in attached Exhibit 99.1 does not represent a restatement of previously-issued financial statements and does not affect our reported net income, earnings per share, total assets, or stockholders’ equity for any of the previously reported periods.

The information furnished in Item 7.01, including attached Exhibit 99.1, shall not be deemed “filed” for any purpose, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing. This report shall not be deemed an admission as to the materiality of any information in this report and attached Exhibit 99.1 that is provided in connection with Regulation FD.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	2012 Unaudited Recast Segment Information by Quarter and Full Year

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SIGNATURES

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

	Clean Harbors, Inc.
	(Registrant)
June 14, 2013	/s/ James M. Rutledge
	Vice Chairman, President and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

2012 Unaudited Recast Segment Information by Quarter and Full Year

The table below presents reportable segment results as recast (unaudited, in thousands):

	Summary of Operations (in thousands)
	For the Three Months Ended												For the Year Ended
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			December 31, 2012
Third Party Revenues:
Technical Services	$	221,637		$	243,321		$	247,355		$	245,451		$	957,764
Industrial and Field Services	202,779			202,618			203,371			219,351			828,119
Oil and Gas Field Services	146,905			76,849			82,812			93,983			400,549
Corporate Items	701			330			268			177			1,476
Total	$	572,022		$	523,118		$	533,806		$	558,962		$	2,187,908
Direct Revenues:
Technical Services	$	231,196		$	252,186		$	254,971		$	253,343		$	991,696
Industrial and Field Services	191,570			191,406			194,594			209,683			787,253
Oil and Gas Field Services	148,828			79,718			84,640			96,167			409,353
Corporate Items	428			(192		)	(399		)	(231		)	(394		)
Total	572,022			523,118			533,806			558,962			2,187,908
Cost of Revenues (exclusive of items shown separately) (1):
Technical Services	156,412			163,706			169,484			170,387			659,989
Industrial and Field Services	142,566			136,341			138,105			152,253			569,265
Oil and Gas Field Services	99,669			64,254			63,725			74,051			301,699
Corporate Items	1,668			3,322			1,626			3,052			9,668
Total	400,315			367,623			372,940			399,743			1,540,621
Selling, General and Administrative Expenses:
Technical Services	22,873			19,959			17,246			21,800			81,878
Industrial and Field Services	14,926			14,507			13,211			16,413			59,057
Oil and Gas Field Services	8,963			7,493			6,783			7,367			30,606
Corporate Items	23,997			24,835			23,099			30,048			101,979
Total	70,759			66,794			60,339			75,628			273,520
Adjusted EBITDA (2):
Technical Services	51,911			68,521			68,241			61,156			249,829
Industrial and Field Services	34,078			40,558			43,278			41,017			158,931
Oil and Gas Field Services	40,196			7,971			14,132			14,749			77,048
Corporate Items	(25,237		)	(28,349		)	(25,124		)	(33,331		)	(112,041		)
Total	$	100,948		$	88,701		$	100,527		$	83,591		$	373,767

(1)Items shown separately consist of (i) accretion of environmental liabilities and (ii) depreciation and amortization.

(2)The following is a reconciliation of net income to Adjusted EBITDA (unaudited, in thousands):

	For the Three Months Ended									For the Year Ended
	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012			December 31, 2012
Net income	$	32,015	$	23,426	$	12,359	$	61,874		$	129,674
Accretion of environmental liabilities	2,416		2,505		2,488		2,508			9,917
Depreciation and amortization	36,831		38,663		41,300		44,852			161,646
Other expense	299		75		91		337			802
Loss on early extinguishment of debt	—		—		26,385		—			26,385
Interest expense, net	11,272		10,968		11,596		13,451			47,287
Provision (benefit) for income taxes	18,115		13,064		6,308		(39,431		)	(1,944		)
Adjusted EBITDA	$	100,948	$	88,701	$	100,527	$	83,591		$	373,767