GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

The 2020 Notes and 2021 Notes are guaranteed by substantially all of the Company's subsidiaries organized in the United States. Each guarantor for the 2020 Notes and 2021 Notes is a 100% owned subsidiary of the Company and its guarantee is both full and unconditional and joint and several. The 2020 Notes and 2021 Notes are 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.

Revision of Previously Reported Condensed Consolidating Information - As discussed further in the Company's 2014 Annual Report on Form 10-K, during preparation of the December 31, 2014 financial statements, management determined that certain amounts in the Company’s condensed consolidating financial information as previously presented in this Guarantor And Non-Guarantor Subsidiaries footnote for the period ended June 30, 2014 was not presented in accordance with the requirements of Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). The accompanying financial information related to the period ended June 30, 2014 has therefore been revised to correct the historical presentation. The revisions primarily relate to the following items:


•	(Benefit) provision for income taxes - Excess provision for income taxes was allocated to Clean Harbors, Inc. and under allocated to U.S. Guarantor Subsidiaries.

•

Equity in earnings of subsidiaries, net of tax - interest expense resulting from transactions between the U.S. Guarantor Subsidiaries and Foreign Non-Guarantor Subsidiaries was incorrectly excluded in the application of the equity method of accounting required by Rule 3-10 resulting in an overstatement of equity in earnings of subsidiaries, net of tax, as reflected in the financial information for the U.S. Guarantor Subsidiaries.

These revisions impacted the condensed consolidating information for the period ended June 30, 2014 as presented in this footnote only and did not affect any of the Company's consolidated financial statements or ratios based thereon. There was no impact to the Company's loan covenants as a result of these corrections.

Following is the condensed consolidating balance sheet at June 30, 2015 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	4,208	$	80,577	$	88,836	$	—		$	173,621
Intercompany receivables	148,955		167,764		44,974		(361,693		)	—
Accounts receivable, net	—		564,232		120,643		—			684,875
Other current assets	—		222,344		82,477		—			304,821
Property, plant and equipment, net	—		1,042,907		519,347		—			1,562,254
Investments in subsidiaries	2,604,599		584,040		—		(3,188,639		)	—
Intercompany debt receivable	—		304,894		3,701		(308,595		)	—
Goodwill	—		358,108		94,750		—			452,858
Permits and other intangibles, net	—		449,904		84,717		—			534,621
Other long-term assets	15,162		12,591		5,834		—			33,587
Total assets	$	2,772,924	$	3,787,361	$	1,045,279	$	(3,858,927	)	$	3,746,637
Liabilities and Stockholders’ Equity:
Current liabilities	$	20,758	$	591,678	$	84,758	$	—		$	697,194
Intercompany payables	180,029		179,685		1,979		(361,693		)	—
Closure, post-closure and remedial liabilities, net	—		151,308		22,994		—			174,302
Long-term obligations	1,395,000		—		—		—			1,395,000
Intercompany debt payable	3,701		—		304,894		(308,595		)	—
Other long-term liabilities	—		260,091		46,614		—			306,705
Total liabilities	1,599,488		1,182,762		461,239		(670,288		)	2,573,201
Stockholders’ equity	1,173,436		2,604,599		584,040		(3,188,639		)	1,173,436
Total liabilities and stockholders’ equity	$	2,772,924	$	3,787,361	$	1,045,279	$	(3,858,927	)	$	3,746,637

Following is the condensed consolidating balance sheet at December 31, 2014 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	1,006	$	154,147	$	91,726	$	—		$	246,879
Intercompany receivables	133,219		156,920		39,724		(329,863		)	—
Accounts receivables	—		414,205		142,926		—			557,131
Other current assets	—		241,232		81,191		—			322,423
Property, plant and equipment, net	—		970,757		588,077		—			1,558,834
Investments in subsidiaries	2,694,727		663,191		—		(3,357,918		)	—
Intercompany debt receivable	—		327,634		3,701		(331,335		)	—
Goodwill	—		324,930		127,739		—			452,669
Permits and other intangibles, net	—		435,906		94,174		—			530,080
Other long-term assets	16,801		12,959		6,502		—			36,262
Total assets	$	2,845,753	$	3,701,881	$	1,175,760	$	(4,019,116	)	$	3,704,278
Liabilities and Stockholders’ Equity:
Current liabilities	$	20,820	$	444,059	$	107,592	$	—		$	572,471
Intercompany payables	163,361		164,231		2,271		(329,863		)	—
Closure, post-closure and remedial liabilities, net	—		158,622		25,109		—			183,731
Long-term obligations	1,395,000		—		—		—			1,395,000
Intercompany debt payable	3,701		—		327,634		(331,335		)	—
Other long-term liabilities	—		240,242		49,963		—			290,205
Total liabilities	1,582,882		1,007,154		512,569		(661,198		)	2,441,407
Stockholders’ equity	1,262,871		2,694,727		663,191		(3,357,918		)	1,262,871
Total liabilities and stockholders’ equity	$	2,845,753	$	3,701,881	$	1,175,760	$	(4,019,116	)	$	3,704,278

Following is the consolidating statement of income (loss) for the three months ended June 30, 2015 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	628,408		$	190,657		$	(17,718	)	$	801,347
Product revenues	—			115,335			22,444			(2,898		)	134,881
Total revenues	—			743,743			213,101			(20,616		)	936,228
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			415,111			147,477			(17,718		)	544,870
Product cost of revenues	—			98,258			12,458			(2,898		)	107,818
Total cost of revenues	—			513,369			159,935			(20,616		)	652,688
Selling, general and administrative expenses	25			93,677			26,716			—			120,418
Accretion of environmental liabilities	—			2,287			312			—			2,599
Depreciation and amortization	—			44,602			23,171			—			67,773
Goodwill impairment charge	—			4,164			27,828			—			31,992
(Loss) income from operations	(25		)	85,644			(24,861		)	—			60,758
Other income (expense)	—			168			(828		)	—			(660		)
Interest (expense) income	(19,652		)	324			79			—			(19,249		)
Equity in earnings of subsidiaries, net of taxes	22,201			(29,550		)	—			7,349			—
Intercompany interest income (expense)	—			6,036			(6,036		)	—			—
Income (loss) before provision for income taxes	2,524			62,622			(31,646		)	7,349			40,849
(Benefit) provision for income taxes	(7,871		)	40,421			(2,096		)	—			30,454
Net income (loss)	10,395			22,201			(29,550		)	7,349			10,395
Other comprehensive income	12,231			12,231			8,061			(20,292		)	12,231
Comprehensive income (loss)	$	22,626		$	34,432		$	(21,489	)	$	(12,943	)	$	22,626

Following is the consolidating statement of income (loss) for the three months ended June 30, 2014 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	478,977		$	193,729		$	(7,431	)	$	665,275
Product revenues	—			152,214			43,136			(2,145		)	193,205
Total revenues	—			631,191			236,865			(9,576		)	858,480
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			320,143			133,045			(7,431		)	445,757
Product cost of revenues	—			119,106			44,232			(2,145		)	161,193
Total cost of revenues	—			439,249			177,277			(9,576		)	606,950
Selling, general and administrative expenses	26			82,603			33,102			—			115,731
Accretion of environmental liabilities	—			2,255			354			—			2,609
Depreciation and amortization	—			41,383			24,692			—			66,075
(Loss) income from operations	(26		)	65,701			1,440			—			67,115
Other expense	—			(458		)	(197		)	—			(655		)
Interest (expense) income	(19,612		)	218			12			—			(19,382		)
Equity in earnings of subsidiaries, net of taxes	40,455			(5,645		)	—			(34,810		)	—
Intercompany dividend income	—			—			3,138			(3,138		)	—
Intercompany interest income (expense)	—			9,163			(9,163		)	—			—
Income before (benefit) provision for income taxes	20,817			68,979			(4,770		)	(37,948		)	47,078
(Benefit) provision for income taxes	(7,855		)	28,524			(2,263		)	—			18,406
Net income (loss)	28,672			40,455			(2,507		)	(37,948		)	28,672
Other comprehensive income (loss)	36,056			36,056			(42,927		)	6,871			36,056
Comprehensive income (loss)	$	64,728		$	76,511		$	(45,434	)	$	(31,077	)	$	64,728

Following is the consolidating statement of income (loss) for the six months ended June 30, 2015 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	1,046,925		$	384,110		$	(33,358	)	$	1,397,677
Product revenues	—			231,871			45,648			(6,469		)	271,050
Total revenues	—			1,278,796			429,758			(39,827		)	1,668,727
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			692,713			301,905			(33,358		)	961,260
Product cost of revenues	—			213,544			30,860			(6,469		)	237,935
Total cost of revenues	—			906,257			332,765			(39,827		)	1,199,195
Selling, general and administrative expenses	50			174,661			53,422			—			228,133
Accretion of environmental liabilities	—			4,593			625			—			5,218
Depreciation and amortization	—			90,403			45,726			—			136,129
Goodwill impairment charge	—			4,164			27,828			—			31,992
(Loss) income from operations	(50		)	98,718			(30,608		)	—			68,060
Other income (expense)	—			279			(530		)	—			(251		)
Interest (expense) income	(39,291		)	502			102			—			(38,687		)
Equity in earnings of subsidiaries, net of taxes	26,910			(36,579		)	—			9,669			—
Intercompany interest income (expense)	—			12,013			(12,013		)	—			—
(Loss) income before (benefit) provision for income taxes	(12,431		)	74,933			(43,049		)	9,669			29,122
(Benefit) provision for income taxes	(15,737		)	48,023			(6,470		)				25,816
Net income (loss)	3,306			26,910			(36,579		)	9,669			3,306
Other comprehensive loss	(65,172		)	(65,172		)	(42,574		)	107,746			(65,172		)
Comprehensive loss	$	(61,866	)	$	(38,262	)	$	(79,153	)	$	117,415		$	(61,866	)

Following is the consolidating statement of income for the six months ended June 30, 2014 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	924,880		$	411,900		$	(11,410	)	$	1,325,370
Product revenues	—			287,417			95,630			(3,270		)	379,777
Total revenues	—			1,212,297			507,530			(14,680		)	1,705,147
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			626,433			297,533			(11,410		)	912,556
Product cost of revenues	—			234,363			89,020			(3,270		)	320,113
Total cost of revenues	—			860,796			386,553			(14,680		)	1,232,669
Selling, general and administrative expenses	57			170,178			64,458			—			234,693
Accretion of environmental liabilities	—			4,636			697			—			5,333
Depreciation and amortization	—			84,191			51,240			—			135,431
(Loss) income from operations	(57		)	92,496			4,582			—			97,021
Other income	—			124			3,399			—			3,523
Interest (expense) income	(39,346		)	452			(42		)	—			(38,936		)
Equity in earnings of subsidiaries, net of taxes	61,274			(6,164		)	—			(55,110		)	—
Intercompany dividend income	—			—			6,238			(6,238		)	—
Intercompany interest income (expense)	—			18,220			(18,220		)	—			—
Income before (benefit) provision for income taxes	21,871			105,128			(4,043		)	(61,348		)	61,608
(Benefit) provision for income taxes	(15,761		)	43,854			(4,117		)	—			23,976
Net income	37,632			61,274			74			(61,348		)	37,632
Other comprehensive loss	(5,469		)	(5,469		)	(23,245		)	28,714			(5,469		)
Comprehensive income (loss)	$	32,163		$	55,805		$	(23,171	)	$	(32,634	)	$	32,163

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2015 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash from operating activities	$	4,913		$	158,241		$	30,661		$	—		$	193,815
Cash flows used in investing activities:
Additions to property, plant and equipment	—			(104,068		)	(20,077		)	—			(124,145		)
Proceeds from sales of fixed assets	—			368			2,278			—			2,646
Acquisitions, net of cash acquired	—			(79,610		)	—			—			(79,610		)
Costs to obtain or renew permits	—			(4		)	(3,084		)	—			(3,088		)
Intercompany	—			(31,830		)				31,830			—
Net cash used in investing activities	—			(215,144		)	(20,883		)	31,830			(204,197		)

Cash flows used in financing activities:
Change in uncashed checks	—			(16,474		)	(5,686		)	—			(22,160		)
Exercise of stock options	397			—			—			—			397
Issuance of restricted shares, net of shares remitted	(1,837		)	—			—			—			(1,837		)
Repurchases of common stock	(32,203		)	—			—			—			(32,203		)
Excess tax benefit of stock-based compensation	102			—			—			—			102
Payments on capital leases	—			(193		)	(278		)	—			(471		)
Intercompany	31,830			—			—			(31,830		)	—
Net cash used in financing activities	(1,711		)	(16,667		)	(5,964		)	(31,830		)	(56,172		)
Effect of exchange rate change on cash	—			—			(6,704		)	—			(6,704		)
Increase (decrease) in cash and cash equivalents	3,202			(73,570		)	(2,890		)	—			(73,258		)
Cash and cash equivalents, beginning of period	1,006			154,147			91,726			—			246,879
Cash and cash equivalents, end of period	$	4,208		$	80,577		$	88,836		$	—		$	173,621

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2014 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash (used in) from operating activities	$	(18,161	)	$	103,662		$	48,084		$	(18,641	)	$	114,944
Cash flows used in investing activities:
Additions to property, plant and equipment	—			(90,515		)	(47,671		)	—			(138,186		)
Proceeds from sale of fixed assets	—			1,015			1,971			—			2,986
Acquisitions, net of cash acquired	—			(6,150		)	—			—			(6,150		)
Costs to obtain or renew permits	—			(477		)	(2,414		)	—			(2,891		)
Proceeds from sale of long term investments	—			—			12,947			—			12,947
Intercompany	—			(35,025		)	—			35,025			—
Net cash used in investing activities	—			(131,152		)	(35,167		)	35,025			(131,294		)

Cash flows from (used in) financing activities:
Change in uncashed checks	—			4,595			(1,433		)	—			3,162
Proceeds from employee stock purchase plan	4,364			—			—			—			4,364
Issuance of restricted shares, net of shares remitted	(2,215		)	—			—			—			(2,215		)
Repurchases of common stock	(14,657		)	—			—			—			(14,657		)
Excess tax benefit of stock-based compensation	644			—			—			—			644
Repayment of long-term obligations	(5,000		)	—			—			—			(5,000		)
Payments of capital leases	—			(87		)	(1,103		)	—			(1,190		)
Dividends paid	—			(18,641		)	—			18,641			—
Intercompany	35,025			—			—			(35,025		)	—
Net cash from (used in) financing activities	18,161			(14,133		)	(2,536		)	(16,384		)	(14,892		)
Effect of exchange rate change on cash	—			—			(187		)	—			(187		)
Decrease in cash and cash equivalents	—			(41,623		)	10,194			—			(31,429		)
Cash and cash equivalents, beginning of period	1,006			235,445			73,622			—			310,073
Cash and cash equivalents, end of period	$	1,006		$	193,822		$	83,816		$	—		$	278,644