BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2012

Safety-Kleen [Member]

Business Acquisition [Line Items]

Summary of recognized amounts of identifiable assets acquired and liabilities assumed

Final determination of the fair value may result in further adjustments to the values presented below. The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed (in thousands).

	At December 28, 2012
Inventories and supplies	$	102,339
Other current assets (i)	152,245
Property, plant and equipment	514,712
Permits and other intangibles	421,400
Other assets	4,985
Current liabilities	(192,652		)
Closure and post-closure liabilities, less current portion	(15,774		)
Remedial liabilities, less current portion	(38,370		)
Deferred taxes, unrecognized tax benefits and other long-term liabilities	(128,375		)
Total identifiable net assets	820,510
Goodwill (ii)	436,749
Total	$	1,257,259

_____________

(i) The fair value of the assets acquired includes customer receivables with a preliminary aggregate fair value of $132.9 million. Combined gross amounts due were $142.8 million.

(ii) Goodwill represents the excess of the fair value of the net assets acquired over the purchase price. Goodwill of $436.7 million will be assigned to specific operating segments and reporting units in the first quarter of the Company's 2013 fiscal year. None of the goodwill related to this acquisition will be deductible for tax purposes.

Unaudited pro forma combined summary data

: (i) the acquisition of Safety-Kleen, (ii) the sale of 6.9 million shares of the Company's common stock, (iii) the issuance of $600.0 million aggregate principal amount of 5.125% senior unsecured notes due 2021, and (iv) the payment of related fees and expenses (in thousands).

	2012		2011
Pro forma combined revenues	$	3,529,592	$	3,245,637
Pro forma combined net income	$	125,425	$	129,242

Other 2012 Acquisitions [Member]

Business Acquisition [Line Items]

Unaudited pro forma combined summary data

The following unaudited pro forma combined financial data presents information as if the 2012 acquisitions had been acquired as of January 1, 2011 and assumes that there were no material, non-recurring pro forma adjustments directly attributable to those acquisitions. The pro forma financial information does not necessarily reflect the actual results that would have been reported had the Company and those three acquisitions been combined during the periods presented, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands).

	2012		2011
Pro forma combined revenues	$	2,268,621	$	2,112,297
Pro forma combined net income	$	130,322	$	126,768

Summary of the preliminary purchase price for Peak at the acquisition date

Final determination of the fair value may result in further adjustments to the values presented below (in thousands).

	At Acquisition Dates			Measurement Period Adjustments			At Acquisition Dates (As Adjusted)
Current assets (i)	$	20,215		$	55		$	20,270
Property, plant and equipment	51,162			739			51,901
Customer relationships and other intangibles	21,701			69			21,770
Other assets	53			—			53
Current liabilities	(5,368		)	91			(5,277		)
Other liabilities	(5,009		)	(124		)	(5,133		)
Total identifiable net assets	82,754			830			83,584
Goodwill (ii)	24,759			(803		)	23,956
Total	$	107,513		$	27		$	107,540

_______________________

(i) The preliminary fair value of the financial assets acquired included customer receivables with an aggregate fair value of $12.7 million. Combined gross amounts due were $13.3 million.  

(ii) Goodwill represents the excess of the fair value of the net assets acquired over the purchase price attributed to expected operating and cross selling synergies. The goodwill has been assigned to the Industrial Services segment and will not be deductible for tax purposes.

Third Quarter 2011 Acquisitions [Member]

Business Acquisition [Line Items]

Summary of recognized amounts of identifiable assets acquired and liabilities assumed

The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed (in thousands).

	At Acquisition Dates(As adjusted)
Current assets (i)	$	41,551
Property, plant and equipment	62,969
Customer relationships and other intangibles	23,371
Other assets	1,671
Current liabilities	(23,148		)
Asset retirement obligations	(200		)
Other liabilities	(2,419		)
Total identifiable net assets	103,795
Goodwill (ii)	38,339
Total	$	142,134

_______________________

(i) The fair value of the financial assets acquired included customer receivables with an aggregate fair value of $21.4 million. Combined gross amounts due were $22.1 million.

(ii) Goodwill represents the excess of the fair value of the net assets acquired over the purchase price. Goodwill of $13.3 million, $11.1 million and $13.9 million has been assigned to the Oil and Gas Field Services segment, the Technical Services segment, and the Industrial Services segment, respectively and will not be deductible for tax purposes.

Unaudited pro forma combined summary data

Peak Energy Services Ltd.'s ('Peak')

Business Acquisition [Line Items]

Summary of recognized amounts of identifiable assets acquired and liabilities assumed

The following table summarizes the amounts of identifiable assets acquired and liabilities assumed at June 10, 2011 (in thousands).

	At June 10, 2011 (As adjusted)
Current assets(i)	$	45,222
Property, plant and equipment	151,574
Identifiable intangible assets	12,337
Other assets	8,009
Current liabilities	(28,785		)
Asset retirement obligations	(103		)
Other liabilities	(11,341		)
Total identifiable net assets	176,913
Goodwill(ii)	28,220
Total	$	205,133

____________

(i) The fair value of the financial assets acquired included customer receivables with a fair value of $33.3 million. The gross amount due was $34.7 million.

(ii) Goodwill, which is attributable to expected operating and cross-selling synergies, will not be deductible for tax purposes. Goodwill of $12.9 million and $15.3 million has been recorded in the Oil and Gas Field Services and Industrial Services segments, respectively.

Summary of the preliminary purchase price for Peak at the acquisition date

The Peak business has been integrated within the Oil and Gas Field Services and Industrial Services segments of the Company's operations and reporting structure.

The following table summarizes the purchase price for Peak at the acquisition date (in thousands).

	At June 10, 2011 (As Adjusted)
Cash paid for Peak common shares	$	162,585
Fair value of previously owned common shares (i)	4,117
Peak net debt assumed (ii)	38,431
Total purchase price	$	205,133

____________

(i) The Company previously owned a 3.15% interest in Peak which was recorded in marketable securities. On June 10, 2011, the Company acquired the remaining outstanding shares of Peak and as a result, the Company remeasured the fair value of its previously held common shares and recognized the resulting gain of $1.9 million in other income. The unrealized gain on the Peak investment was previously recorded in accumulated other comprehensive income. For this purpose, the fair value of the Company's previous investment in Peak was deemed to be $4.1 million, calculated based on the closing price of Peak's shares on the Toronto Stock Exchange on the date before the acquisition was publicly announced.

(ii) The outstanding Peak debt, net of $15.7 million of cash assumed, which consisted of three term loan facilities, was paid off on June 10, 2011.