GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

The New 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 New Notes and the 2016 Notes is a wholly-owned subsidiary of the Company and its guarantee is both full and unconditional and joint and several. The New 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 September 30, 2012 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	327,020	$	114,602	$	81,992	$	—		$	523,614
Intercompany receivables	328,608		—		115,876		(444,484		)	—
Other current assets	26,065		342,516		217,093		—			585,674
Property, plant and equipment, net	—		449,338		554,076		—			1,003,414
Investments in subsidiaries	1,218,442		502,375		91,751		(1,812,568		)	—
Intercompany debt receivable	—		485,539		3,701		(489,240		)	—
Other long-term assets	12,735		141,232		182,734		—			336,701
Total assets	$	1,912,870	$	2,035,602	$	1,247,223	$	(2,746,292	)	$	2,449,403
Liabilities and Stockholders’ Equity:
Current liabilities	$	11,976	$	234,742	$	118,845	$	—		$	365,563
Intercompany payables	—		444,484		—		(444,484		)	—
Closure, post-closure and remedial liabilities, net	—		124,481		23,212		—			147,693
Long-term obligations	800,000		—		—		—			800,000
Capital lease obligations, net	—		289		3,188		—			3,477
Intercompany debt payable	3,701		—		485,539		(489,240		)	—
Other long-term liabilities	90,438		7,798		27,679		—			125,915
Total liabilities	906,115		811,794		658,463		(933,724		)	1,442,648
Stockholders’ equity	1,006,755		1,223,808		588,760		(1,812,568		)	1,006,755
Total liabilities and stockholders’ equity	$	1,912,870	$	2,035,602	$	1,247,223	$	(2,746,292	)	$	2,449,403

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 consolidating statement of income (loss) for the three months ended September 30, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total

Revenues	$	—		$	314,822		$	223,982		$	(4,998	)	$	533,806
Cost of revenues (exclusive of items shown separately below)	—			218,697			159,241			(4,998		)	372,940
Selling, general and administrative expenses	9			35,810			24,520			—			60,339
Accretion of environmental liabilities	—			2,150			338			—			2,488
Depreciation and amortization	—			20,778			20,522			—			41,300
Income from operations	(9		)	37,387			19,361			—			56,739
Other expense	—			(8		)	(83		)	—			(91		)
Loss on early extinguishment of debt	(26,385		)	—			—						(26,385		)
Interest (expense) income	(11,247		)	180			(529		)	—			(11,596		)
Equity in earnings of subsidiaries	50,039			15,869			—			(65,908		)	—
Intercompany dividend income (expense)	—			—			3,439			(3,439		)	—
Intercompany interest income (expense)	—			10,290			(10,290		)	—			—
Income before provision for income taxes	12,398			63,718			11,898			(69,347		)	18,667
Provision for income taxes	39			3,831			2,438			—			6,308
Net income	12,359			59,887			9,460			(69,347		)	12,359
Other comprehensive income (loss)	29,980			29,980			13,042			(43,022		)	29,980
Comprehensive income (loss)	$	42,339		$	89,867		$	22,502		$	(112,369	)	$	42,339

Following is the consolidating statement of income (loss) for the three months ended September 30, 2011 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total

Revenues	$	—		$	327,093		$	237,589		$	(8,629	)	$	556,053
Cost of revenues (exclusive of items shown separately below)	—			229,272			165,875			(8,629		)	386,518
Selling, general and administrative expenses	27			39,889			25,788			—			65,704
Accretion of environmental liabilities	—			2,120			315			—			2,435
Depreciation and amortization	—			16,069			18,535			—			34,604
Income from operations	(27		)	39,743			27,076			—			66,792
Other income	—			51			113			—			164
Interest expense	(10,739		)	(10		)	(178		)	—			(10,927		)
Equity in earnings of subsidiaries	52,408			18,548			—			(70,956		)	—
Intercompany dividend income (expense)	—			—			3,491			(3,491		)	—
Intercompany interest income (expense)	—			6,759			(6,759		)	—			—
Income before provision for income taxes	41,642			65,091			23,743			(74,447		)	56,029
Provision for income taxes	4,509			8,335			6,052			—			18,896
Net income	37,133			56,756			17,691			(74,447		)	37,133
Other comprehensive (loss) income	(58,144		)	(58,144		)	(20,839		)	78,983			(58,144		)
Comprehensive (loss) income	$	(21,011	)	$	(1,388	)	$	(3,148	)	$	4,536		$	(21,011	)

Following is the consolidating statement of income for the nine months ended September 30, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total

Revenues	$	—		$	920,101		$	724,532		$	(15,687	)	$	1,628,946
Cost of revenues (exclusive of items shown separately below)	—			630,652			525,913			(15,687		)	1,140,878
Selling, general and administrative expenses	27			122,167			75,698			—			197,892
Accretion of environmental liabilities	—			6,430			979			—			7,409
Depreciation and amortization	—			56,568			60,226			—			116,794
Income from operations	(27		)	104,284			61,716			—			165,973
Other expense	—			(333		)	(132		)	—			(465		)
Loss on early extinguishment of debt	(26,385		)	—			—			—			(26,385		)
Interest (expense) income	(32,679		)	—			(1,157		)	—			(33,836		)
Equity in earnings of subsidiaries	124,965			49,236			—			(174,201		)	—
Intercompany dividend income (expense)	10,010			—			10,354			(20,364		)	—
Intercompany interest income (expense)	—			30,894			(30,894		)	—			—
Income before provision for income taxes	75,884			184,081			39,887			(194,565		)	105,287
Provision for income taxes	8,084			19,473			9,930			—			37,487
Net income	67,800			164,608			29,957			(194,565		)	67,800
Other comprehensive income (loss)	27,703			27,703			11,370			(39,073		)	27,703
Comprehensive income (loss)	$	95,503		$	192,311		$	41,327		$	(233,638	)	$	95,503

Following is the consolidating statement of income for the nine months ended September 30, 2011 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total

Revenues	$	—		$	838,654		$	619,615		$	(20,019	)	$	1,438,250
Cost of revenues (exclusive of items shown separately below)	—			582,767			444,101			(20,019		)	1,006,849
Selling, general and administrative expenses	77			114,621			64,054			—			178,752
Accretion of environmental liabilities	—			6,297			934			—			7,231
Depreciation and amortization	—			41,760			45,240			—			87,000
Income from operations	(77		)	93,209			65,286			—			158,418
Other income	—			3,781			2,150			—			5,931
Interest (expense) income	(28,045		)	163			(165		)	—			(28,047		)
Equity in earnings of subsidiaries	129,273			50,260			—			(179,533		)	—
Intercompany dividend income (expense)	—			—			10,484			(10,484		)	—
Intercompany interest income (expense)	—			24,459			(24,459		)	—			—
Income before provision for income taxes	101,151			171,872			53,296			(190,017		)	136,302
Provision for income taxes	12,132			21,511			13,640			—			47,283
Net income	89,019			150,361			39,656			(190,017		)	89,019
Other comprehensive (loss) income	(38,537		)	(38,537		)	(15,044		)	53,581			(38,537		)
Comprehensive income (loss)	$	50,482		$	111,824		$	24,612		$	(136,436	)	$	50,482

Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total

Net cash from operating activities	$	(49,918	)	$	98,497		$	184,113		$	232,692
Cash flows from investing activities:
Additions to property, plant and equipment	—			(75,664		)	(54,662		)	(130,326		)
Proceeds from sales of fixed assets	—			3,411			779			4,190
Acquisitions, net of cash acquired	—			(51,424		)	(41,051		)	(92,475		)
Costs to obtain or renew permits	—			(625		)	(1,784		)	(2,409		)
Purchase of marketable securities	—			—			(10,517		)	(10,517		)
Other	—			603			4,517			5,120
Net cash from investing activities	—			(123,699		)	(102,718		)	(226,417		)

Cash flows from financing activities:
Change in uncashed checks	—			(7,771		)	(6,184		)	(13,955		)
Proceeds from exercise of stock options	231			—			—			231
Proceeds from employee stock purchase plan	4,627			—			—			4,627
Remittance of shares, net	(1,604		)	—			—			(1,604		)
Excess tax benefit of stock-based compensation	1,786			—			—			1,786
Deferred financing costs paid	(9,638		)	—			—			(9,638		)
Payments on capital leases	—			(781		)	(4,522		)	(5,303		)
Principal payment on debt	(520,000		)	—			—			(520,000		)
Issuance of senior unsecured notes	800,000			—			—			800,000
Distribution of cash earned on employee participation plan	(55		)	—			—			(55		)
Dividends (paid) / received	10,010			(23,669		)	13,659			—
Interest (payments) / received	—			43,954			(43,954		)	—
Net cash from financing activities	285,357			11,733			(41,001		)	256,089
Effect of exchange rate change on cash	—			—			527			527
Increase in cash and cash equivalents	235,439			(13,469		)	40,921			262,891
Cash and cash equivalents, beginning of period	91,581			128,071			41,071			260,723
Cash and cash equivalents, end of period	$	327,020		$	114,602		$	81,992		$	523,614

Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2011 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Total

Net cash from operating activities	$	(16,908	)	$	77,653		$	90,591		$	151,336
Cash flows from investing activities:
Additions to property, plant and equipment	—			(75,274		)	(38,370		)	(113,644		)
Proceeds from sale of fixed assets	—			545			5,380			5,925
Acquisitions, net of cash acquired	—			(50,166		)	(286,794		)	(336,960		)
Costs to obtain or renew permits	—			(486		)	(1,870		)	(2,356		)
Proceeds from sale 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		)	54,503			(241,516		)	(445,610		)

Cash flows from financing activities:
Change in uncashed checks	—			(1,363		)	(1,217		)	(2,580		)
Proceeds from exercise of stock options	1,089			—			—			1,089
Proceeds from employee stock purchase plan	2,451			—			—			2,451
Remittance of shares, net	(1,897		)	—			—			(1,897		)
Excess tax benefit of stock-based compensation	1,949			—			—			1,949
Deferred financing costs paid	(8,442		)	—			—			(8,442		)
Payments of capital leases	—			(532		)	(5,243		)	(5,775		)
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	—			(120,475		)	120,475			—
Net cash from financing activities	266,586			(111,588		)	92,858			247,856
Effect of exchange rate change on cash	—			—			1,367			1,367
Increase (decrease) in cash and cash equivalents	(8,919		)	20,568			(56,700		)	(45,051		)
Cash and cash equivalents, beginning of period	100,476			124,582			77,152			302,210
Cash and cash equivalents, end of period	$	91,557		$	145,150		$	20,452		$	257,159