CLEAN HARBORS INCCLH
CLEAN HARBORS INC Goodwill & Intangibles Disclosure
GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in goodwill for the years ended December 31, 2025 and 2024 were as follows (in thousands):
| Environmental Services | Safety-Kleen Sustainability Solutions | Total | |||||||||||||||
| Balance at January 1, 2024 | $ | 1,112,013 | $ | 175,723 | $ | 1,287,736 | |||||||||||
| Increase from current period acquisitions | 186,911 | 6,457 | 193,368 | ||||||||||||||
| Measurement period adjustments from prior period acquisition | 218 | — | 218 | ||||||||||||||
| Foreign currency translation | (2,938) | (1,185) | (4,123) | ||||||||||||||
| Balance at December 31, 2024 | $ | 1,296,204 | $ | 180,995 | $ | 1,477,199 | |||||||||||
| Measurement period adjustments from prior period acquisitions | 146 | (99) | 47 | ||||||||||||||
Decrease from disposition of business(1) | (538) | — | (538) | ||||||||||||||
| Foreign currency translation | 1,666 | 676 | 2,342 | ||||||||||||||
| Balance at December 31, 2025 | $ | 1,297,478 | $ | 181,572 | $ | 1,479,050 | |||||||||||
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(1)In 2025, the Company sold a non-core business unit. The transaction was immaterial to the financial statements.
The Company assesses goodwill for impairment on an annual basis as of December 31 or at an interim date when it is more likely than not that events or changes in the business environment (“triggering events”) would reduce the fair value of a reporting unit below its carrying value. The Company did not identify any triggering events in the years presented.
Goodwill is also tested for impairment annually. The Company conducted its annual impairment test of goodwill as of December 31, 2025 and determined that no adjustment to the carrying value of goodwill for any reporting unit was necessary because the fair values of the reporting units exceeded their respective carrying values. The fair value of all reporting units was determined using an income approach based upon estimates of future discounted cash flows. The resulting estimates of fair value were validated through the consideration of other factors such as the fair value of comparable companies to the reporting units and a reconciliation of the sum of all estimated fair values of the reporting units to the Company’s overall market capitalization. In all cases, the estimated fair values of the reporting units significantly exceeded the respective carrying values.
Significant judgments and unobservable inputs, categorized as Level 3 in the fair value hierarchy, are inherent in the impairment tests performed and include assumptions about the amount and timing of expected future cash flows, growth rates, and the determination of appropriate discount rates. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The Company believes that the assumptions used in its impairment tests are reasonable, but variations in any of the assumptions may result in different measurements of fair values.
As of December 31, 2025 and 2024, the Company's intangible assets consisted of the following (in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Net | Cost | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||
| Permits | $ | 196,224 | $ | 132,308 | $ | 63,916 | $ | 191,921 | $ | 123,939 | $ | 67,982 | |||||||||||||||||||||||
Customer and supplier relationships | 698,381 | 292,813 | 405,568 | 697,326 | 256,657 | 440,669 | |||||||||||||||||||||||||||||
| Other intangible assets | 121,030 | 57,438 | 63,592 | 120,316 | 46,490 | 73,826 | |||||||||||||||||||||||||||||
Total amortizable permits and other intangible assets | 1,015,635 | 482,559 | 533,076 | 1,009,563 | 427,086 | 582,477 | |||||||||||||||||||||||||||||
| Trademarks and trade names | 119,951 | — | 119,951 | 119,510 | — | 119,510 | |||||||||||||||||||||||||||||
Total permits and other intangible assets | $ | 1,135,586 | $ | 482,559 | $ | 653,027 | $ | 1,129,073 | $ | 427,086 | $ | 701,987 | |||||||||||||||||||||||
During the periods presented, there were no events or changes in circumstances which would indicate that the carrying values of the Company's asset groups would not be recoverable and thus no impairment charges were recorded.
Amortization expense of permits, customer and supplier relationships and other intangible assets for the years ended December 31, 2025, 2024 and 2023 were $53.9 million, $54.4 million and $50.3 million, respectively.
The expected amortization of the net carrying amount of finite-lived intangible assets at December 31, 2025 was as follows (in thousands):
| Years ending December 31, | Expected Amortization | ||||
| 2026 | $ | 52,443 | |||
| 2027 | 50,364 | ||||
| 2028 | 48,998 | ||||
| 2029 | 47,920 | ||||
| 2030 | 37,426 | ||||
| Thereafter | 295,925 | ||||
| $ | 533,076 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 25, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.