BUSINESS COMBINATIONS

2013 Acquisitions

Evergreen

On September 13, 2013, the Company acquired 100% of the outstanding common shares of Evergreen Oil, Inc. (“Evergreen”) for approximately $55.9 million in cash, net of cash acquired. The purchase price is subject to adjustment upon finalization of Evergreen’s net working capital balance as of the closing date. The Company incurred acquisition-related costs of approximately $0.4 million in connection with the transaction, which are included in selling, general and administrative expenses in the consolidated statements of income for the year ended December 31, 2013. As of December 31, 2013, the Company finalized the purchase accounting for the acquisition of Evergreen, except for the other assets, environmental liabilities, taxes and goodwill. The impact of the purchase price measurement period adjustments was not material to the financial statements. Management determined the purchase price allocations based on estimates of the fair values of all tangible and intangible assets acquired and liabilities assumed. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed.

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at September 13, 2013 (in thousands):



	Preliminary Allocations			Measurement Period Adjustments			Allocations as of December 31, 2013
Inventories and supplies	$	1,206		$	(117	)	$	1,089
Prepaid and other current assets	873			418			1,291
Property, plant and equipment	40,563			—			40,563
Permits and other intangibles	16,500			600			17,100
Deferred tax assets, less current portion	—			2,368			2,368
Other assets	3,607			—			3,607
Current liabilities	(6,108		)	(90		)	(6,198		)
Closure and post-closure liabilities	(659		)	—			(659		)
Remedial liabilities, less current portion	(2,103		)	—			(2,103		)
Other long-term liabilities	(1,139		)	—			(1,139		)
Total identifiable net assets	52,740			3,179			55,919
Goodwill	3,179			(3,179		)	—
Total	$	55,919		$	—		$	55,919

Evergreen, headquartered in Irvine, California, specializes in the recovery and re-refining of used oil and is currently the second-largest collector of used oil in California. Evergreen owns and operates one of the only oil re-refining operations in the western United States and also offers other ancillary environmental services, including parts cleaning and containerized waste services, vacuum services and hazardous waste management services. The acquisition of Evergreen enables the Company to further penetrate the small quantity waste generator market and further expand its oil re-refining, oil recycling and waste treatment capabilities.

2012 Acquisitions

Safety-Kleen

On December 28, 2012, the Company acquired 100% of the outstanding common shares of Safety-Kleen for approximately $1.26 billion in cash. The Company financed the purchase through a combination of approximately $305.0 million of existing cash, $369.3 million in net proceeds from the Company's public offering of 6.9 million shares of Clean Harbors common stock, and approximately $589.0 million in net proceeds from the Company's private debt offering of $600.0 million of 5.125% senior unsecured notes due 2021. During the years ended December 31, 2013 and 2012, the Company incurred acquisition-related costs of approximately $2.7 million and $6.3 million, respectively, in connection with the transaction which are included in selling, general and administrative expenses in the consolidated statements of income. Safety-Kleen, headquartered in Richardson, Texas, is the largest re-refiner and recycler of used oil in the world and the largest provider of parts cleaning and environmental services to commercial, industrial and automotive customers in North America. The acquisition of Safety-Kleen enables the Company to (i) penetrate the small quantity waste generator market, (ii) broaden its waste treatment capabilities to include re-refining waste oil and expanded recycling capabilities, (iii) drive a substantial increase in waste volumes into its existing waste disposal treatment network, (iv) capitalize on the growing demand for recycled products including re-refined oil, (v) enhance its commitment to sustainability, (vi) leverage the combined sales forces to maximize cross-selling opportunities, (vii) leverage operating efficiencies through the combined company and (viii) add to its cash flow.

As of December 31, 2013, the Company finalized the purchase accounting for the acquisition of Safety-Kleen. The purchase accounting measurement period adjustments have been applied retrospectively to the December 31, 2012 balance sheet. Management determined the purchase price allocations based on estimates of the fair values of all tangible and intangible assets acquired and liabilities assumed. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The following table summarizes the recognized amounts of assets acquired and liabilities assumed at December 28, 2012 (in thousands):



	Preliminary Allocations			Measurement Period Adjustments			Final Allocations
Inventories and supplies	$	102,339		$	5,037		$	107,376
Other current assets (i)	152,245			3,429			155,674
Property, plant and equipment	514,712			1,290			516,002
Permits and other intangibles	421,400			17,227			438,627
Other assets	4,985			(647		)	4,338
Current liabilities	(192,652		)	(13,589		)	(206,241		)
Closure and post-closure liabilities, less current portion	(15,774		)	8,221			(7,553		)
Remedial liabilities, less current portion	(38,370		)	(9,931		)	(48,301		)
Deferred taxes, unrecognized tax benefits and other long-term liabilities	(128,375		)	9,044			(119,331		)
Total identifiable net assets	820,510			20,081			840,591
Goodwill (ii)	436,749			(14,056		)	422,693
Total (iii)	$	1,257,259		$	6,025		$	1,263,284

_______________________


(i)	The fair value of the assets acquired includes customer receivables with an aggregate fair value of $137.6 million. Combined gross amounts due were $142.7 million.


(ii)	Goodwill represents the excess of the fair value of the net assets acquired over the purchase price. Based on the final purchase price allocations, goodwill of $173.2 million, $174.1 million and $75.4 million has been recorded in the Oil Re-refining and Recycling, SK Environmental Services and Industrial and Field Services segments, respectively, and will not be deductible for tax purposes.


(iii)	The $6.0 million increase in the purchase price in 2013 was due to finalization of the net working capital balance (excluding cash) as of the closing date.

The Company determined that separate disclosure of Safety-Kleen’s revenues and earnings is impracticable for the year ended December 31, 2013 due to the integration of Safety-Kleen’s operations into the Company upon acquisition. 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.

The following unaudited pro forma combined summary financial information presented below gives effect to the following transactions as if they had occurred as of January 1, 2011, and assumes that there were no material, non-recurring pro forma adjustments directly attributable to: (i) the acquisition of Safety-Kleen, (ii) the sale of 6.9 million shares of the Company's common stock, (iii) the issuance of $600.0 million aggregate principal amount of 5.125% senior unsecured notes due 2021, and (iv) the payment of related fees and expenses (in thousands).



	2012		2011
Pro forma combined revenues	$	3,529,592	$	3,245,637
Pro forma combined net income	$	125,425	$	129,242

This pro forma financial information is not necessarily indicative of the Company's consolidated operating results that would have been reported had the transactions been completed as described herein, nor is such information necessarily indicative of the Company's consolidated results for any future period.

Other 2012 Acquisitions

In addition to Safety-Kleen, the Company made three other acquisitions in 2012. The combined purchase price for these other acquisitions was approximately $108.9 million, including the assumption and payment of debt of $7.7 million and post-closing adjustments of $2.1 million based upon finalization of the working capital balances as of the closing date. Acquisition related costs of $0.4 million were included in selling, general and administrative expenses in the Company's consolidated statements of income for the year ended December 31, 2012.

In 2013, the Company finalized the purchase accounting for the three other 2012 acquisitions. The purchase accounting measurement period adjustments recorded in 2013 were not applied retrospectively to the December 31, 2012 balance sheet due to immateriality of the related amounts. Management determined the purchase price allocations based on estimates of the fair values of all tangible and intangible assets acquired and liabilities assumed. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The following table summarizes the recognized amounts of assets acquired and liabilities assumed.



(in thousands)	Preliminary Allocations			Measurement Period Adjustments			Final Allocations
Current assets (i)	$	20,270		$	117		$	20,387
Property, plant and equipment	51,901			(8		)	51,893
Customer relationships and other intangibles	21,770			(1		)	21,769
Other assets	53			4			57
Current liabilities	(5,277		)	(22		)	(5,299		)
Other liabilities	(5,133		)	(79		)	(5,212		)
Total identifiable net assets	83,584			11			83,595
Goodwill (ii)	23,956			1,308			25,264
Total	$	107,540		$	1,319		$	108,859

______________________


(i)	The fair value of the financial assets acquired included customer receivables with an aggregate fair value of $13.2 million. Combined gross amounts due were $13.5 million.


(ii)	Goodwill, which is attributed to expected operating and cross selling synergies, has been assigned to the Industrial and Field Services segment and will not be deductible for tax purposes.

The following unaudited pro forma combined financial data presents information as if the three other 2012 acquisitions had been acquired as of January 1, 2011 and assumes that there were no material, non-recurring pro forma adjustments directly attributable to those acquisitions. The pro forma financial information does not necessarily reflect the actual results that would have been reported had the Company and those three other acquisitions been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands).



	2012		2011
Pro forma combined revenues	$	2,268,621	$	2,112,297
Pro forma combined net income	$	130,322	$	126,768

2011 Acquisitions

Peak

In June 2011, the Company acquired 100% of the outstanding common shares of Peak Energy Services Ltd. (“Peak”) (other than the 3.15% of Peak’s outstanding common shares which the Company already owned) in exchange for approximately CDN $200.2 million, or U.S. $205.1 million based on an exchange rate of 0.976 CDN $ to one U.S. $ on June 10, 2011. The $205.1 million purchase price included $162.6 million in cash, $38.4 million of debt assumed (net of $15.7 million of cash acquired) and $4.1 million representing the fair value of the Company’s previously-owned 3.15% equity interest in Peak. The Company’s previously-owned 3.15% equity interest in Peak was remeasured to fair value at the acquisition date and the $1.9 million gain, previously unrealized and recorded in accumulated other comprehensive income, was recognized in other income. Acquisition-related costs of $0.7 million were included in selling, general and administrative expenses in the Company's consolidated statements of income for the year ended December 31, 2011.

Peak is a diversified energy services corporation operating in western Canada and the U.S. Through its various operating divisions, Peak provides drilling and production equipment and services to its customers in the conventional and unconventional oil and natural gas industries as well as the oil sands region of western Canada. Peak also provides water technology solutions to a variety of customers throughout North America. This acquisition expanded the Company's presence in the energy services marketplace, particularly in the area of oil and natural gas drilling and production support. The Peak business has been integrated within the Oil and Gas Field Services and Industrial and Field Services segments of the Company's operations and reporting structure.

In 2012, the Company finalized the purchase accounting for the acquisition of Peak. The following table summarizes the amounts of assets acquired and liabilities assumed at June 10, 2011 (in thousands).



	Final Allocations
Current assets(i)	$	45,222
Property, plant and equipment	151,574
Identifiable intangible assets	12,337
Other assets	8,009
Current liabilities	(28,785		)
Asset retirement obligations	(103		)
Other liabilities	(11,341		)
Total identifiable net assets	176,913
Goodwill(ii)	28,220
Total	$	205,133

____________


(i)	The fair value of the financial assets acquired included customer receivables with a fair value of $33.3 million. The gross amount due was $34.7 million.


(ii)	Goodwill, which is attributable to expected operating and cross-selling synergies, will not be deductible for tax purposes. Goodwill of $12.9 million and $15.3 million has been recorded in the Oil and Gas Field Services and Industrial and Field Services segments, respectively.

Other 2011 Acquisitions

In addition to Peak, the Company acquired in 2011 (i) certain assets of a Canadian public company which is engaged in the business of providing geospatial, line clearing and drilling services in Canada and the United States; (ii) all of the outstanding stock of a privately owned U.S. company which specializes in treating refinery waste streams primarily in the United States; and (iii) all of the outstanding stock of a privately owned Canadian company which manufactures modular buildings. The combined purchase price for the three acquisitions was approximately $142.1 million, including the assumption and payment of debt of $25.2 million, and post-closing adjustments of $4.5 million based upon the target amounts of working capital. Acquisition related costs of $0.8 million were included in selling, general and administrative expenses in the Company's consolidated statements of income for the year ended December 31, 2011.

In 2012, the Company finalized the purchase accounting for the three other 2011 acquisitions. The following table summarizes the recognized amounts of assets acquired and liabilities assumed (in thousands).



	Final Allocations
Current assets (i)	$	41,551
Property, plant and equipment	62,969
Customer relationships and other intangibles	23,371
Other assets	1,671
Current liabilities	(23,148		)
Asset retirement obligations	(200		)
Other liabilities	(2,419		)
Total identifiable net assets	103,795
Goodwill (ii)	38,339
Total	$	142,134

_______________________


(i)	The fair value of the financial assets acquired included customer receivables with an aggregate fair value of $21.4 million. Combined gross amounts due were $22.1 million.


(ii)	Goodwill of $13.3 million, $11.1 million and $13.9 million has been assigned to the Oil and Gas Field Services, Technical Services and the Industrial and Field Services segments, respectively, and will not be deductible for tax purposes.