GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

The 2020 Notes and the 2021 Notes are, and the 2016 Notes were, guaranteed by substantially all of the Company’s subsidiaries organized in the United States. Each guarantor for the 2020 Notes and the 2021 Notes is, and for the 2016 Notes was, a 100% owned subsidiary of the Company and its guarantee is, or was, both full and unconditional and joint and several. The 2020 Notes and the 2021 Notes are, and the 2016 Notes were, not guaranteed by the Company’s Canadian or other foreign subsidiaries. The following presents supplemental condensed consolidating financial information for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively.

Following is the condensed consolidating balance sheet at December 31, 2013 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	1,006	$	235,445	$	73,622	$	—		$	310,073
Intercompany receivables	269,580		2,448		230,224		(502,252		)	—
Accounts receivable, net	—		387,006		192,388		—			579,394
Other current assets	24,087		182,881		74,744		—			281,712
Property, plant and equipment, net	—		945,280		656,890		—			1,602,170
Investments in subsidiaries	2,683,158		967,186		144,953		(3,795,297		)	—
Intercompany debt receivable	—		493,402		3,701		(497,103		)	—
Goodwill	—		415,541		155,419		—			570,960
Permits and other intangibles, net	—		458,917		111,056		—			569,973
Other long-term assets	23,770		7,018		8,608		—			39,396
Total assets	$	3,001,601	$	4,095,124	$	1,651,605	$	(4,794,652	)	$	3,953,678
Liabilities and Stockholders' Equity:
Current liabilities	$	33,626	$	466,454	$	139,465	$	—		$	639,545
Intercompany payables	—		499,749		2,503		(502,252		)	—
Closure, post-closure and remedial liabilities, net	—		158,298		31,814		—			190,112
Long-term obligations	1,400,000		—		—		—			1,400,000
Capital lease obligations, net	—		191		1,244		—			1,435
Intercompany debt payable	3,701		—		493,402		(497,103		)	—
Other long-term liabilities	88,635		103,125		55,187		—			246,947
Total liabilities	1,525,962		1,227,817		723,615		(999,355		)	2,478,039
Stockholders' equity	1,475,639		2,867,307		927,990		(3,795,297		)	1,475,639
Total liabilities and stockholders' equity	$	3,001,601	$	4,095,124	$	1,651,605	$	(4,794,652	)	$	3,953,678

Following is the condensed consolidating balance sheet at December 31, 2012 as adjusted (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	35,214	$	140,683	$	53,939	$	—		$	229,836
Intercompany receivables	296,023		17,704		116,571		(430,298		)	—
Accounts receivable, net	—		345,891		200,245		—			546,136
Other current assets	38,295		186,640		94,352		—			319,287
Property, plant and equipment, net	—		881,975		651,078		—			1,533,053
Investments in subsidiaries	2,528,699		850,011		144,953		(3,523,663		)	—
Intercompany debt receivable	—		508,067		3,701		(511,768		)	—
Goodwill	—		413,362		166,353		—			579,715
Permits and other intangibles, net	—		464,455		125,589		—			590,044
Other long-term assets	21,141		9,125		9,749		—			40,015
Total assets	$	2,919,372	$	3,817,913	$	1,566,530	$	(4,465,729	)	$	3,838,086
Liabilities and Stockholders' Equity:
Current liabilities	$	32,586	$	417,429	$	138,651	$	—		$	588,666
Intercompany payables	—		412,594		17,704		(430,298		)	—
Closure, post-closure and remedial liabilities, net	—		164,506		34,551		—			199,057
Long-term obligations	1,400,000		—		—		—			1,400,000
Capital lease obligations, net	—		301		2,578		—			2,879
Intercompany debt payable	3,701		—		508,067		(511,768		)	—
Other long-term liabilities	51,013		108,694		55,705		—			215,412
Total liabilities	1,487,300		1,103,524		757,256		(942,066		)	2,406,014
Stockholders' equity	1,432,072		2,714,389		809,274		(3,523,663		)	1,432,072
Total liabilities and stockholders' equity	$	2,919,372	$	3,817,913	$	1,566,530	$	(4,465,729	)	$	3,838,086

Following is the consolidating statement of income for the year ended December 31, 2013 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	1,754,356		$	989,620		$	(14,771	)	$	2,729,205
Product revenues	—			611,548			173,127			(4,224		)	780,451
Total revenues	—			2,365,904			1,162,747			(18,995		)	3,509,656
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			1,187,946			701,273			(14,771		)	1,874,448
Product cost of revenues	—			524,318			148,091			(4,224		)	668,185
Total cost of revenues	—			1,712,264			849,364			(18,995		)	2,542,633
Selling, general and administrative expenses	109			352,387			117,981			—			470,477
Accretion of environmental liabilities	—			9,817			1,724			—			11,541
Depreciation and amortization	—			169,629			94,820			—			264,449
Income from operations	(109		)	121,807			98,858			—			220,556
Other income (expense)	—			3,211			(1,506		)	—			1,705
Interest (expense) income, net	(79,017		)	224			417			—			(78,376		)
Equity in earnings of subsidiaries	184,498			79,427			—			(263,925		)	—
Intercompany dividend income (expense)	—			—			13,292			(13,292		)	—
Intercompany interest income (expense)	—			40,304			(40,304		)	—			—
Income (loss) before provision for income taxes	105,372			244,973			70,757			(277,217		)	143,885
Provision for income taxes	9,806			23,113			15,400			—			48,319
Net income (loss)	95,566			221,860			55,357			(277,217		)	95,566
Other comprehensive (loss) income	(69,188		)	(69,188		)	39,519			29,669			(69,188		)
Comprehensive income (loss)	$	26,378		$	152,672		$	94,876		$	(247,548	)	$	26,378

Following is the consolidating statement of income for the year ended December 31, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	—			1,155,993			927,240			(20,073		)	2,063,160
Product revenues	—			87,460			38,500			(1,212		)	124,748
Total revenues	—			1,243,453			965,740			(21,285		)	2,187,908
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			787,228			672,439			(20,073		)	1,439,594
Product cost of revenues	—			70,085			32,154			(1,212		)	101,027
Total cost of revenues	—			857,313			704,593			(21,285		)	1,540,621
Selling, general and administrative expenses	66			173,190			100,264			—			273,520
Accretion of environmental liabilities	—			8,592			1,325			—			9,917
Depreciation and amortization	—			80,154			81,492			—			161,646
Income from operations	(66		)	124,204			78,066			—			202,204
Other income	—			(154		)	(648		)	—			(802		)
Loss on early extinguishment of debt	(26,385		)	—			—			—			(26,385		)
Interest (expense), net	(46,221		)	—			(1,066		)	—			(47,287		)
Equity in earnings of subsidiaries	187,432			65,452			—			(252,884		)	—
Intercompany dividend income (expense)	10,010			—			13,805			(23,815		)	—
Intercompany interest income (expense)	—			41,636			(41,636		)	—			—
Income before provision for income taxes	124,770			231,138			48,521			(276,699		)	127,730
(Benefit) provision for income taxes	(4,904		)	(8,852		)	11,812			—			(1,944		)
Net income	129,674			239,990			36,709			(276,699		)	129,674
Other comprehensive income (loss)	18,279			18,279			7,986			(26,265		)	18,279
Comprehensive income (loss)	$	147,953		$	258,269		$	44,695		$	(302,964	)	$	147,953

Following is the consolidating statement of income for the year ended December 31, 2011 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	—			1,055,095			854,306			(26,422		)	1,882,979
Product revenues	—			86,840			15,737			(1,420		)	101,157
Total revenues	—			1,141,935			870,043			(27,842		)	1,984,136
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			720,189			607,596			(26,422		)	1,301,363
Product cost of revenues	—			66,582			13,466			(1,420		)	78,628
Total cost of revenues	—			786,771			621,062			(27,842		)	1,379,991
Selling, general and administrative expenses	100			165,882			88,155			—			254,137
Accretion of environmental liabilities	—			8,442			1,238			—			9,680
Depreciation and amortization	—			58,328			64,335			—			122,663
Income from operations	(100		)	122,512			95,253			—			217,665
Other income	—			3,864			2,538			—			6,402
Interest (expense) income, net	(38,755		)	18			(652		)	—			(39,389		)
Equity in earnings of subsidiaries	174,029			84,789			—			(258,818		)	—
Intercompany dividend income (expense)	10,186			—			13,832			(24,018		)	—
Intercompany interest income (expense)	—			37,870			(37,870		)	—			—
Income from continuing operations before provision for income taxes	145,360			249,053			73,101			(282,836		)	184,678
Provision for income taxes	18,108			29,341			9,977			—			57,426
Net income	127,252			219,712			63,124			(282,836		)	127,252
Other comprehensive income (loss)	(19,406		)	(19,406		)	(8,381		)	27,787			(19,406		)
Comprehensive income (loss)	$	107,846		$	200,306		$	54,743		$	(255,049	)	$	107,846

Following is the condensed consolidating statement of cash flows for the year ended December 31, 2013 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total
Net cash from operating activities	$	(33,932	)	$	264,491		$	185,280		$	415,839
Cash flows from investing activities:
Additions to property, plant and equipment	—			(145,395		)	(134,812		)	(280,207		)
Proceeds from sales of fixed assets	—			1,078			3,621			4,699
Acquisitions, net of cash acquired	(6,025		)	(57,239		)	—			(63,264		)
Additions to intangible assets including costs to obtain or renew permits	—			(5,247		)	(1,493		)	(6,740		)
Net cash used in investing activities	(6,025		)	(206,803		)	(132,684		)	(345,512		)
Cash flows from financing activities:
Change in uncashed checks	—			9,922			2,346			12,268
Proceeds from exercise of stock options	400			—			—			400
Remittance of shares, net	(731		)	—			—			(731		)
Excess tax benefit of stock-based compensation	1,409			—			—			1,409
Deferred financing costs paid	(2,504		)	—			—			(2,504		)
Proceeds from employee stock purchase plan	7,425			—			—			7,425
Payments on capital leases	—			(227		)	(4,664		)	(4,891		)
Issuance costs related to issuances of common stock	(250		)	—			—			(250		)
Dividends (paid)/received	—			(13,545		)	13,545			—
Interest (payments) / received	—			40,924			(40,924		)	—
Net cash from financing activities	5,749			37,074			(29,697		)	13,126
Effect of exchange rate change on cash	—			—			(3,216		)	(3,216		)
(Decrease) increase in cash and cash equivalents	(34,208		)	94,762			19,683			80,237
Cash and cash equivalents, beginning of year	35,214			140,683			53,939			229,836
Cash and cash equivalents, end of year	$	1,006		$	235,445		$	73,622		$	310,073

Following is the condensed consolidating statement of cash flows for the year ended December 31, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total
Net cash from operating activities	$	(45,655	)	$	179,425		$	190,595		$	324,365
Cash flows from investing activities:
Additions to property, plant and equipment	—			(117,344		)	(80,053		)	(197,397		)
Proceeds from sales of fixed assets	—			3,810			4,315			8,125
Acquisitions, net of cash acquired	(1,257,259		)	(63,351		)	(53,311		)	(1,373,921		)
Additions to intangible assets including costs to obtain or renew permits	—			(712		)	(3,334		)	(4,046		)
Purchase of marketable securities	—			—			(10,517		)	(10,517		)
Other	—			500			4,620			5,120
Net cash used in investing activities	(1,257,259		)	(177,097		)	(138,280		)	(1,572,636		)
Cash flows from financing activities:
Change in uncashed checks	—			(6,761		)	(5,309		)	(12,070		)
Proceeds from exercise of stock options	288			—			—			288
Remittance of shares, net	(2,912		)	—			—			(2,912		)
Excess tax benefit of stock-based compensation	2,556			—			—			2,556
Deferred financing costs paid	(19,056		)	—			—			(19,056		)
Proceeds from employee stock purchase plan	6,196			—			—			6,196
Payments of capital leases	—			(850		)	(5,749		)	(6,599		)
Proceeds from issuance of common stock, net	369,520			—			—			369,520
Principle payment on debt	(520,000		)	—			—			(520,000		)
Distribution of cash earned on employee participation plan	(55		)	—			—			(55		)
Issuance of senior unsecured notes, at par	1,400,000			—			—			1,400,000
Dividends (paid) / received	10,010			(23,815		)	13,805			—
Interest (payments) / received	—			41,710			(41,710		)	—
Net cash from financing activities	1,246,547			10,284			(38,963		)	1,217,868
Effect of exchange rate change on cash	—			—			(484		)	(484		)
(Decrease) increase in cash and cash equivalents	(56,367		)	12,612			12,868			(30,887		)
Cash and cash equivalents, beginning of year	91,581			128,071			41,071			260,723
Cash and cash equivalents, end of year	$	35,214		$	140,683		$	53,939		$	229,836

Following is the condensed consolidating statement of cash flows for the year ended December 31, 2011 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total
Net cash from operating activities	$	(17,428	)	$	90,015		$	106,944		$	179,531
Cash flows from investing activities:
Additions to property, plant and equipment	—			(92,531		)	(55,982		)	(148,513		)
Proceeds from sales of fixed assets and assets held for sale	—			657			6,137			6,794
Acquisitions, net of cash acquired	—			(50,166		)	(286,794		)	(336,960		)
Additions to intangible assets including costs to obtain or renew permits	—			(465		)	(2,462		)	(2,927		)
Proceeds from sales of marketable securities	—			—			425			425
Proceeds from sale of long-term investments	—			1,000			—			1,000
Investment in subsidiaries	(258,597		)	178,884			79,713			—
Net cash used in investing activities	(258,597		)	37,379			(258,963		)	(480,181		)
Cash flows from financing activities:
Change in uncashed checks	—			6,558			3,264			9,822
Proceeds from exercise of stock options	1,350			—			—			1,350
Remittance of shares, net	(4,061		)	—			—			(4,061		)
Excess tax benefit of stock-based compensation	3,352			—			—			3,352
Deferred financing costs paid	(8,463		)	—			—			(8,463		)
Proceeds from employee stock purchase plan	3,516			—			—			3,516
Payments of capital leases	—			(820		)	(7,017		)	(7,837		)
Distribution of cash earned on employee participation plan	—			—			(189		)	(189		)
Issuance of senior secured notes, including premium	261,250			—			—			261,250
Dividends received / (paid)	10,186			(24,306		)	14,120			—
Interest received / (payments)	—			35,088			(35,088		)	—
Intercompany debt	—			(140,425		)	140,425			—
Net cash from financing activities	267,130			(123,905		)	115,515			258,740
Effect of exchange rate change on cash	—			—			423			423
(Decrease) increase in cash and cash equivalents	(8,895		)	3,489			(36,081		)	(41,487		)
Cash and cash equivalents, beginning of year	100,476			124,582			77,152			302,210
Cash and cash equivalents, end of year	$	91,581		$	128,071		$	41,071		$	260,723