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, 2012 (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		)	—
Other current assets	38,295		526,354		292,308		—			856,957
Property, plant and equipment, net	—		886,032		645,731		—			1,531,763
Investments in subsidiaries	2,528,699		850,011		144,953		(3,523,663		)	—
Intercompany debt receivable	—		508,067		3,701		(511,768		)	—
Other long-term assets	21,141		896,991		289,118		—			1,207,250
Total assets	$	2,919,372	$	3,825,842	$	1,546,321	$	(4,465,729	)	$	3,825,806
Liabilities and Stockholders' Equity:
Current liabilities	$	32,586	$	402,990	$	133,476	$	—		$	569,052
Intercompany payables	—		412,594		17,704		(430,298		)	—
Closure, post-closure and remedial liabilities, net	—		161,175		36,172		—			197,347
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		134,393		39,050		—			224,456
Total liabilities	1,487,300		1,111,453		737,047		(942,066		)	2,393,734
Stockholders' equity	1,432,072		2,714,389		809,274		(3,523,663		)	1,432,072
Total liabilities and stockholders' equity	$	2,919,372	$	3,825,842	$	1,546,321	$	(4,465,729	)	$	3,825,806

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 for the year ended December 31, 2012 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues	$	—		$	1,243,453		$	965,740		$	(21,285	)	$	2,187,908
Cost of revenues (exclusive of items shown separately below)	—			857,813			704,093			(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		)	123,704			78,566			—			202,204
Other expense	—			(154		)	(648		)	—			(802		)
Loss on early extinguishment of debt	(26,385		)	—			—			—			(26,385		)
Interest (expense) income, 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			230,638			49,021			(276,699		)	127,730
Provision for income taxes	(4,904		)	(8,852		)	11,812			—			(1,944		)
Net income	129,674			239,490			37,209			(276,699		)	129,674
Other comprehensive income (loss)	18,279			18,279			7,986			(26,265		)	18,279
Comprehensive income (loss)	$	147,953		$	257,769		$	45,195		$	(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	$	—		$	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	—			3,864			2,538			—			6,402
Loss on early extinguishment of debt	—			—			—			—			—
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 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 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, net	(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
Other comprehensive income (loss)	23,930			23,930		6,244			(30,174		)	23,930
Comprehensive income (loss)	$	154,445		$	228,380	$	51,322		$	(279,702	)	$	154,445

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		)
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 from 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
Proceeds from employee stock purchase plan	6,196			—			—			6,196
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		)
Payments on capital leases	—			(850		)	(5,749		)	(6,599		)
Proceeds from issuance of common stock, net	369,520			—			—			369,520
Principal payments 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
Issuance of senior secured notes, including premium	—									—
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		)
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 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 (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		)
Principal 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