GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

As of December 31, 2010, the Company had outstanding $270.0 million aggregate principal amount of 7.625% senior secured notes due 2016 issued by the parent company, Clean Harbors, Inc., and on March 24, 2011, the parent company issued an additional $250.0 million aggregate principal amount of such notes. The combined $520.0 million of the parent’s senior secured notes outstanding at December 31, 2011 is guaranteed by substantially all of the parent’s subsidiaries organized in the United States. Each guarantor is a 100% owned subsidiary of the Company and its guarantee is both full and unconditional and joint and several. The parent’s 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.

Following is the condensed consolidating balance sheet at December 31, 2011 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	91,581	$	128,071	$	41,071	$	—		$	260,723
Intercompany receivables	319,444		—		126,823		(446,267		)	—
Other current assets	43,687		324,607		262,851		—			631,145
Property, plant and equipment, net	—		392,566		511,381		—			903,947
Investments in subsidiaries	1,064,966		421,648		91,654		(1,578,268		)	—
Intercompany debt receivable	—		472,929		3,701		(476,630		)	—
Other long-term assets	13,228		111,104		165,656		—			289,988
Total assets	$	1,532,906	$	1,850,925	$	1,203,137	$	(2,501,165	)	$	2,085,803
Liabilities and Stockholders' Equity:
Current liabilities	$	15,612	$	220,968	$	145,162	$	—		$	381,742
Intercompany payables	—		446,267		—		(446,267		)	—
Closure, post-closure and remedial liabilities, net	—		133,773		21,369		—			155,142
Long-term obligations	524,203		—		—		—			524,203
Capital lease obligations, net	—		475		5,900		—			6,375
Intercompany debt payable	3,701		—		472,929		(476,630		)	—
Other long-term liabilities	88,403		7,588		21,363		—			117,354
Total liabilities	631,919		809,071		666,723		(922,897		)	1,184,816
Stockholders' equity	900,987		1,041,854		536,414		(1,578,268		)	900,987
Total liabilities and stockholders' equity	$	1,532,906	$	1,850,925	$	1,203,137	$	(2,501,165	)	$	2,085,803

Following is the condensed consolidating balance sheet at December 31, 2010 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	100,476	$	124,582	$	77,152	$	—		$	302,210
Intercompany receivables	371,559		—		—		(371,559		)	—
Other current assets	15,521		279,895		154,911		—			450,327
Property, plant and equipment, net	—		302,028		353,366		—			655,394
Investments in subsidiaries	628,723		259,294		91,654		(979,671		)	—
Intercompany debt receivable	—		368,804		3,701		(372,505		)	—
Other long-term assets	7,768		87,888		98,888		—			194,544
Total assets	$	1,124,047	$	1,422,491	$	779,672	$	(1,723,735	)	$	1,602,475
Liabilities and Stockholders' Equity:
Current liabilities	$	13,935	$	201,384	$	90,965	$	—		$	306,284
Intercompany payables	—		222,750		148,809		(371,559		)	—
Closure, post-closure and remedial liabilities, net	—		141,280		20,494		—			161,774
Long-term obligations	264,007		—		—		—			264,007
Capital lease obligations, net	—		249		6,590		—			6,839
Intercompany debt payable	3,701		—		368,804		(372,505		)	—
Other long-term liabilities	61,577		2,531		18,636		—			82,744
Total liabilities	343,220		568,194		654,298		(744,064		)	821,648
Stockholders' equity	780,827		854,297		125,374		(979,671		)	780,827
Total liabilities and stockholders' equity	$	1,124,047	$	1,422,491	$	779,672	$	(1,723,735	)	$	1,602,475

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	$	—		$	1,141,935	$	870,043		$	(27,842	)	$	1,984,136
Cost of revenues (exclusive of items shown separately below)	—			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 (expense)	—			3,864		2,538			—			6,402
Interest (expense) income	(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

Following is the consolidating statement of income for the year ended December 31, 2010 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues	$	—		$	1,136,249	$	612,059		$	(17,064	)	$	1,731,244
Cost of revenues (exclusive of items shown separately below)	—			777,607		450,197			(17,064		)	1,210,740
Selling, general and administrative expenses	100			141,746		63,966			—			205,812
Accretion of environmental liabilities	—			9,181		1,126			—			10,307
Depreciation and amortization	—			49,005		43,468			—			92,473
Income from operations	(100		)	158,710		53,302			—			211,912
Other income	—			489		2,306			—			2,795
Loss on early extinguishment of debt	(2,294		)	—		—			—			(2,294		)
Interest (expense) income	(28,037		)	226		(125		)	—			(27,936		)
Equity in earnings of subsidiaries	186,377			49,869		—			(236,246		)	—
Intercompany dividend income (expense)	—			—		13,282			(13,282		)	—
Intercompany interest income (expense)	—			32,910		(32,910		)	—			—
Income from continuing operations before provision for income taxes	155,946			242,204		35,855			(249,528		)	184,477
Provision for income taxes	25,431			37,754		(6,429		)	—			56,756
Income from continuing operations	130,515			204,450		42,284			(249,528		)	127,721
Income from discontinued operations, net of tax	—			—		2,794			—			2,794
Net income	$	130,515		$	204,450	$	45,078		$	(249,528	)	$	130,515

Following is the consolidating statement of income for the year ended December 31, 2009 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues	$	—		$	780,495		$	285,246		$	8,479		$	1,074,220
Cost of revenues (exclusive of items shown separately below)	—			547,103			197,901			8,479			753,483
Selling, general and administrative expenses	145			121,780			41,232			—			163,157
Accretion of environmental liabilities	—			9,610			1,007			—			10,617
Depreciation and amortization	—			45,573			19,325			—			64,898
Income from operations	(145		)	56,429			25,781			—			82,065
Other income	—			125			134			—			259
Loss on early extinguishment of debt	(2,538		)	—			(2,315		)	—			(4,853		)
Interest expense	(14,340		)	(861		)	(798		)	—			(15,999		)
Equity in earnings of subsidiaries	74,367			29,403			—			(103,770		)	—
Intercompany dividend income (expense)	—			—			12,038			(12,038		)	—
Intercompany interest income (expense)	—			19,478			(19,478		)	—			—
Income from continuing operations before provision for income taxes	57,344			104,574			15,362			(115,808		)	61,472
Provision for income taxes	20,658			802			4,765			—			26,225
Income from continuing operations	36,686			103,772			10,597			(115,808		)	35,247
Income from discontinued operations, net of tax	—			—			1,439			—			1,439
Net income	$	36,686		$	103,772		$	12,036		$	(115,808	)	$	36,686

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		)
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 fixed assets and assets held for sale	—			657			6,137			6,794
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 from 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
Proceeds from employee stock purchase plan	3,516			—			—			3,516
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		)
Payments on 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 (paid)/received	10,186			(24,306		)	14,120			—
Interest (payments) / received	—			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

Following is the condensed consolidating statement of cash flows for the year ended December 31, 2010 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total
Net cash from operating activities	$	(4,666	)	$	125,974		$	102,800		$	224,108
Cash flows from investing activities:
Additions to property, plant and equipment	—			(55,814		)	(60,636		)	(116,450		)
Acquisitions, net of cash acquired	—			(14,646		)	—			(14,646		)
Additions to intangible assets, including costs to obtain or renew permits	—			(1,534		)	(2,670		)	(4,204		)
Purchase of marketable securities	—			—			(2,127		)	(2,127		)
Purchase of investment securities	(10,506		)	—			—			(10,506		)
Proceeds from sales of fixed assets and assets held for sale	—			1,018			15,035			16,053
Proceeds from sales of marketable securities	—			—			3,557			3,557
Proceeds from sale of long-term investments	—			1,300			—			1,300
Proceeds from insurance settlement	—			—			1,336			1,336
Investment in subsidiaries	(236,700		)	236,700			—			—
Net cash from investing activities	(247,206		)	167,024			(45,505		)	(125,687		)
Cash flows from financing activities:
Change in uncashed checks	—			(995		)	(271		)	(1,266		)
Proceeds from exercise of stock options	862			—			—			862
Proceeds from employee stock purchase plan	2,449			—			—			2,449
Remittance of shares, net	(399		)	—			—			(399		)
Excess tax benefit of stock-based compensation	1,751			—			—			1,751
Deferred financing costs paid	(353		)	—			—			(353		)
Payments of capital leases	—			(492		)	(4,634		)	(5,126		)
Principle payment on debt	(30,000		)	—			—			(30,000		)
Distribution of cash earned on employee participation plan	—			—			(148		)	(148		)
Interest (payments) / received	—			19,363			(19,363		)	—
Intercompany debt	236,700			(236,700		)	—			—
Net cash from financing activities	211,010			(218,824		)	(24,416		)	(32,230		)
Effect of exchange rate change on cash	—			—			2,473			2,473
(Decrease) Increase in cash and cash equivalents	(40,862		)	74,174			35,352			68,664
Cash and cash equivalents, beginning of year	141,338			50,408			41,800			233,546
Cash and cash equivalents, end of year	$	100,476		$	124,582		$	77,152		$	302,210

Following is the condensed consolidating statement of cash flows for the year ended December 31, 2009 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total
Net cash from operating activities	$	33,494		$	33,952		$	25,824		$	93,270
Cash flows from investing activities:
Additions to property, plant and equipment	—			(49,628		)	(12,616		)	(62,244		)
Acquisitions, net of cash acquired	(402		)	—			(54,074		)	(54,476		)
Sales of marketable securities	—			—			105			105
Proceeds from sales of fixed assets	—			298			154			452
Investment in subsidiaries	(378,520		)	237,442			141,078			—
Costs to obtain or renew permits	—			(896		)	(1,332		)	(2,228		)
Net cash from investing activities	(378,922		)	187,216			73,315			(118,391		)
Cash flows from financing activities:
Change in uncashed checks	—			565			3,469			4,034
Proceeds from exercise of stock options	430			—			—			430
Remittance of shares, net	(415		)	—			—			(415		)
Excess tax benefit from stock-based compensation	481			—			—			481
Proceeds from employee stock purchase plan	2,315			—			—			2,315
Deferred financing costs paid	(10,473		)	—			—			(10,473		)
Payments on capital leases	—			(384		)	(734		)	(1,118		)
Payment on acquired debt	—			—			(230,745		)	(230,745		)
Principal payments on debt	(53,032		)	—			—			(53,032		)
Issuance of senior secured notes, net	292,107			—			—			292,107
Intercompany debt	(222,040		)	—			222,040			—
Intercompany financing	118,800			(402		)	(118,398		)	—
Dividends (paid)/ received	236,699			(260,701		)	24,002			—
Interest (payments) / received	—			22,228			(22,228		)	—
Net cash from financing activities	364,872			(238,694		)	(122,594		)	3,584
Effect of exchange rate change on cash	—			—			5,559			5,559
Increase (decrease) in cash and cash equivalents	19,444			(17,526		)	(17,896		)	(15,978		)
Cash and cash equivalents, beginning of year	121,894			67,934			59,696			249,524
Cash and cash equivalents, end of year	$	141,338		$	50,408		$	41,800		$	233,546