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 wholly-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.

Following is the condensed consolidating balance sheet at September 30, 2013 (in thousands):



	Clean Harbors, Inc.		U.S. Guarantor Subsidiaries		Foreign Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	1,006	$	187,926	$	59,703	$	—		$	248,635
Intercompany receivables	336,356		2,369		174,609		(513,334		)	—
Other current assets	12,144		589,065		291,930		—			893,139
Property, plant and equipment, net	—		942,331		673,096		—			1,615,427
Investments in subsidiaries	2,601,246		929,111		144,953		(3,675,310		)	—
Intercompany debt receivable	—		508,524		3,701		(512,225		)	—
Other long-term assets	20,842		900,617		278,192		—			1,199,651
Total assets	$	2,971,594	$	4,059,943	$	1,626,184	$	(4,700,869	)	$	3,956,852
Liabilities and Stockholders’ Equity:
Current liabilities	$	40,600	$	472,178	$	156,754	$	—		$	669,532
Intercompany payables	—		510,906		2,428		(513,334		)	—
Closure, post-closure and remedial liabilities, net	—		158,366		33,482		—			191,848
Long-term obligations	1,400,000		—		—		—			1,400,000
Capital lease obligations, net	—		231		1,438		—			1,669
Intercompany debt payable	3,701		—		508,524		(512,225		)	—
Other long-term liabilities	51,173		124,441		42,069		—			217,683
Total liabilities	1,495,474		1,266,122		744,695		(1,025,559		)	2,480,732
Stockholders’ equity	1,476,120		2,793,821		881,489		(3,675,310		)	1,476,120
Total liabilities and stockholders’ equity	$	2,971,594	$	4,059,943	$	1,626,184	$	(4,700,869	)	$	3,956,852

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 consolidating statement of income (loss) for the three months ended September 30, 2013 (in thousands):



	Clean Harbors, Inc.			U.S. Guarantor Subsidiaries			Foreign Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	445,165		$	256,812		$	56		$	702,033
Product revenues	—			169,743			35,815			(56		)	205,502
Total revenues	—			614,908			292,627			—			907,535
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			300,859			177,519			56			478,434
Product cost of revenues	—			139,683			29,058			(56		)	168,685
Total cost of revenues	—			440,542			206,577			—			647,119
Selling, general and administrative expenses	29			81,496			32,939			—			114,464
Accretion of environmental liabilities	—			2,478			436			—			2,914
Depreciation and amortization	—			45,533			23,897			—			69,430
Income from operations	(29		)	44,859			28,778			—			73,608
Other expense	—			(111		)	(39		)	—			(150		)
Interest (expense) income	(19,844		)	137			381			—			(19,326		)
Equity in earnings of subsidiaries	58,919			21,064			—			(79,983		)	—
Intercompany dividend income (expense)	—			—			3,063			(3,063		)	—
Intercompany interest income (expense)	—			10,107			(10,107		)	—			—
Income before provision for income taxes	39,046			76,056			22,076			(83,046		)	54,132
Provision for income taxes	3,685			8,218			6,868			—			18,771
Net income	35,361			67,838			15,208			(83,046		)	35,361
Other comprehensive (loss) income	21,805			21,805			(10,072		)	(11,733		)	21,805
Comprehensive (loss) income	$	57,166		$	89,643		$	5,136		$	(94,779	)	$	57,166

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
Service revenues	$	—		$	290,295		$	218,304		$	(4,871	)	$	503,728
Product revenues	—			24,527			5,678			(127		)	30,078
Total revenues	—			314,822			223,982			(4,998		)	533,806
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			198,793			154,836			(4,871		)	348,758
Product cost of revenues	—			19,904			4,405			(127		)	24,182
Total cost of revenues	—			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) income	—			(8		)	(83		)	—			(91		)
Loss on early extinguishment of debt	(26,385		)	—			—			—			(26,385		)
Interest expense	(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 nine months ended September 30, 2013 (in thousands):



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

Revenues
Service revenues	$	—		$	1,295,525		$	755,856		$	(2,854	)	$	2,048,527
Product revenues	—			463,301			119,267			(869		)	581,699
Total revenues	—			1,758,826			875,123			(3,723		)	2,630,226
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			873,945			531,318			(2,854		)	1,402,409
Product cost of revenues	—			395,891			100,038			(869		)	495,060
Total cost of revenues	—			1,269,836			631,356			(3,723		)	1,897,469
Selling, general and administrative expenses	84			266,941			98,521			—			365,546
Accretion of environmental liabilities	—			7,315			1,313			—			8,628
Depreciation and amortization	—			127,042			69,862			—			196,904
Income from operations	(84		)	87,692			74,071			—			161,679
Other income (expense)	—			2,858			(828		)	—			2,030
Interest (expense) income	(59,408		)	137			487			—			(58,784		)
Equity in earnings of subsidiaries	134,246			57,040			—			(191,286		)	—
Intercompany dividend income (expense)	—			—			10,031			(10,031		)	—
Intercompany interest income (expense)	—			30,414			(30,414		)	—			—
Income before provision for income taxes	74,754			178,141			53,347			(201,317		)	104,925
Provision for income taxes	5,989			14,753			15,418			—			36,160
Net income	68,765			163,388			37,929			(201,317		)	68,765
Other comprehensive (loss) income	(37,562		)	(37,562		)	20,385			17,177			(37,562		)
Comprehensive (loss) income	$	31,203		$	125,826		$	58,314		$	(184,140	)	$	31,203

Following is the consolidating statement of income (loss) 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
Service revenues	$	—		$	850,737		$	687,924		$	(14,894	)	$	1,523,767
Product revenues	—			69,364			36,608			(793		)	105,179
Total revenues	—			920,101			724,532			(15,687		)	1,628,946
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			575,006			496,062			(14,894		)	1,056,174
Product cost of revenues	—			55,646			29,851			(793		)	84,704
Total cost of revenues	—			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) income	—			(333		)	(132		)	—			(465		)
Loss on early extinguishment of debt	(26,385		)	—			—			—			(26,385		)
Interest expense	(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 condensed consolidating statement of cash flows for the nine months ended September 30, 2013 (in thousands):



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

Net cash from operating activities	$	(38,228	)	$	176,844		$	141,498		$	280,114
Cash flows from investing activities:
Additions to property, plant and equipment	—			(101,813		)	(105,828		)	(207,641		)
Proceeds from sales of fixed assets	—			819			2,881			3,700
Acquisitions, net of cash acquired	—			(59,458		)	—			(59,458		)
Costs to obtain or renew permits	—			(221		)	(4,136		)	(4,357		)
Other	—			—			(11		)	(11		)
Net cash from investing activities	—			(160,673		)	(107,094		)	(267,767		)

Cash flows from financing activities:
Change in uncashed checks	—			9,427			327			9,754
Proceeds from exercise of stock options	399			—			—			399
Proceeds from employee stock purchase plan	5,327			—			—			5,327
Remittance of shares, net	(599		)	—			—			(599		)
Excess tax benefit of stock-based compensation	1,589			—			—			1,589
Deferred financing costs paid	(2,446		)	—			—			(2,446		)
Payments on capital leases	—			(178		)	(3,918		)	(4,096		)
Issuance costs related to 2012 issuance of common stock	(250		)							(250		)
Dividends (paid) / received	—			(10,284		)	10,284			—
Interest (payments) / received	—			32,107			(32,107		)	—
Net cash from financing activities	4,020			31,072			(25,414		)	9,678
Effect of exchange rate change on cash	—			—			(3,226		)	(3,226		)
(Decrease) increase in cash and cash equivalents	(34,208		)	47,243			5,764			18,799
Cash and cash equivalents, beginning of period	35,214			140,683			53,939			229,836
Cash and cash equivalents, end of period	$	1,006		$	187,926		$	59,703		$	248,635

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 sale 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 available for sale 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 of capital leases	—			(781		)	(4,522		)	(5,303		)
Distribution of cash earned on employee participation plan	(55		)	—			—			(55		)
Principal payment on debt	$	(520,000	)	$	—		$	—		(520,000		)
Issuance of senior unsecured notes	800,000			—			—			800,000
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 (decrease) 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