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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015	
OR	
 	 	
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	

FOR THE TRANSITION PERIOD FROM         TO       

Commission File Number 001-34223
_______________________
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)

Massachusetts	 	04-2997780	
(State or Other Jurisdiction of Incorporation or Organization)	 	(IRS Employer Identification No.)	
 	 	 	
42 Longwater Drive, Norwell, MA	 	02061-9149	
(Address of Principal Executive Offices)	 	(Zip Code)	
(781) 792-5000
(Registrant’s Telephone Number, Including area code)
_______________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	 	Accelerated filer o	
 	 	 	
Non-accelerated filer o	 	Smaller reporting company o	
(Do not check if a smaller reporting company)	 	 	

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes  o   No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 	 	 	
Common Stock, $.01 par value	 	58,429,608	
(Class)	 	(Outstanding as of July 31, 2015)	

CLEAN HARBORS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 	 	
 	Page No.	
 	 	
PART I: FINANCIAL INFORMATION	 	
 	 	
ITEM 1: Unaudited Financial Statements	 	
Consolidated Balance Sheets	1	
Unaudited Consolidated Statements of Income	2	
Unaudited Consolidated Statements of Comprehensive Income (Loss)	3	
Unaudited Consolidated Statements of Cash Flows	4	
Unaudited Consolidated Statements of Stockholders’ Equity	5	
Notes to Unaudited Consolidated Financial Statements	6	
 	 	
ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	28	
 	 	
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk	42	
 	 	
ITEM 4: Controls and Procedures	42	
 	 	
PART II: OTHER INFORMATION	 	
 	 	
ITEM 1: Legal Proceedings	44	
ITEM 1A: Risk Factors	44	
ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds	44	
ITEM 3: Defaults Upon Senior Securities	44	
ITEM 4: Mine Safety Disclosures	44	
ITEM 5: Other Information	44	
ITEM 6: Exhibits	45	
Signatures	46	

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CLEAN HARBORS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

 	 	 	 	 	 	 	 	
 	June 30, 2015	 	December 31, 2014	
ASSETS	(unaudited)	 	 	
Current assets:	 	 	 	
Cash and cash equivalents	$	173,621	
 	 	$	246,879	
 	
Accounts receivable, net of allowances aggregating $32,207 and $25,661, respectively	684,875	
 	 	557,131	
 	
Unbilled accounts receivable	37,095	
 	 	40,775	
 	
Deferred costs	19,575	
 	 	19,018	
 	
Inventories and supplies	149,861	
 	 	168,663	
 	
Prepaid expenses and other current assets	60,880	
 	 	57,435	
 	
Deferred tax assets	37,410	
 	 	36,532	
 	
Total current assets	1,163,317	
 	 	1,126,433	
 	
Property, plant and equipment, net	1,562,254	
 	 	1,558,834	
 	
Other assets:	 	 	 	
Deferred financing costs	15,941	
 	 	17,580	
 	
Goodwill	452,858	
 	 	452,669	
 	
Permits and other intangibles, net	534,621	
 	 	530,080	
 	
Other	17,646	
 	 	18,682	
 	
Total other assets	1,021,066	
 	 	1,019,011	
 	
Total assets	$	3,746,637	
 	 	$	3,704,278	

LIABILITIES AND STOCKHOLDERS' EQUITY	 	 	 	
Current liabilities:	 	 	 	
Current portion of capital lease obligations	$	45	
 	 	$	536	
 	
Accounts payable	365,088	
 	 	267,329	
 	
Deferred revenue	64,642	
 	 	62,966	
 	
Accrued expenses	241,098	
 	 	219,549	
 	
Current portion of closure, post-closure and remedial liabilities	26,321	
 	 	22,091	
 	
Total current liabilities	697,194	
 	 	572,471	
 	
Other liabilities:	 	 	 	
Closure and post-closure liabilities, less current portion of $7,693 and $4,999, respectively	44,153	
 	 	45,702	
 	
Remedial liabilities, less current portion of $18,628 and $17,092, respectively	130,149	
 	 	138,029	
 	
Long-term obligations	1,395,000	
 	 	1,395,000	
 	
Deferred taxes, unrecognized tax benefits and other long-term liabilities	306,705	
 	 	290,205	
 	
Total other liabilities	1,876,007	
 	 	1,868,936	
 	
Commitments and contingent liabilities (See Note 15)	

 	
 	
Stockholders’ equity:	 	 	 	
Common stock, $.01 par value:	 	 	 	
Authorized 80,000,000; shares issued and outstanding 58,428,068 and 58,903,482
 shares, respectively	584	
 	 	589	
 	
Shares held under employee participation plan	(469	)	 	(469	)	
Additional paid-in capital	777,465	
 	 	805,029	
 	
Accumulated other comprehensive loss	(176,014	)	 	(110,842	)	
Accumulated earnings	571,870	
 	 	568,564	
 	
Total stockholders’ equity	1,173,436	
 	 	1,262,871	
 	
Total liabilities and stockholders’ equity	$	3,746,637	
 	 	$	3,704,278	
 	
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share amounts)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Three Months Ended	 	Six Months Ended	
 	June 30,	 	June 30,	
 	2015	 	2014	 	2015	 	2014	
Revenues:	 	 	 	 	 	 	 	
Service revenues	$	801,347	
 	 	$	665,275	
 	 	$	1,397,677	
 	 	$	1,325,370	
 	
Product revenues	134,881	
 	 	193,205	
 	 	271,050	
 	 	379,777	
 	
Total revenues	936,228	
 	 	858,480	
 	 	1,668,727	
 	 	1,705,147	
 	
Cost of revenues (exclusive of items shown separately below)	 	 	 	 	 	 	 	
Service revenues	544,870	
 	 	445,757	
 	 	961,260	
 	 	912,556	
 	
Product revenues	107,818	
 	 	161,193	
 	 	237,935	
 	 	320,113	
 	
Total cost of revenues	652,688	
 	 	606,950	
 	 	1,199,195	
 	 	1,232,669	
 	
Selling, general and administrative expenses	120,418	
 	 	115,731	
 	 	228,133	
 	 	234,693	
 	
Accretion of environmental liabilities	2,599	
 	 	2,609	
 	 	5,218	
 	 	5,333	
 	
Depreciation and amortization	67,773	
 	 	66,075	
 	 	136,129	
 	 	135,431	
 	
Goodwill impairment charge	31,992	
 	 	—	
 	 	31,992	
 	 	—	
 	
Income from operations	60,758	
 	 	67,115	
 	 	68,060	
 	 	97,021	
 	
Other (expense) income	(660	)	 	(655	)	 	(251	)	 	3,523	
 	
Interest expense, net of interest income of $188, $211, $339 and $416, respectively	(19,249	)	 	(19,382	)	 	(38,687	)	 	(38,936	)	
Income before provision for income taxes	40,849	
 	 	47,078	
 	 	29,122	
 	 	61,608	
 	
Provision for income taxes	30,454	
 	 	18,406	
 	 	25,816	
 	 	23,976	
 	
Net income	$	10,395	
 	 	$	28,672	
 	 	$	3,306	
 	 	$	37,632	
 	
Earnings per share:	 	 	 	 	 	 	 	
Basic	$	0.18	
 	 	$	0.47	
 	 	$	0.06	
 	 	$	0.62	
 	
Diluted	$	0.18	
 	 	$	0.47	
 	 	$	0.06	
 	 	$	0.62	
 	
Shares used to compute earnings per share - Basic	58,590	
 	 	60,665	
 	 	58,732	
 	 	60,695	
 	
Shares used to compute earnings per share - Diluted	58,710	
 	 	60,778	
 	 	58,832	
 	 	60,822	

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

 	Three Months Ended	 	Six Months Ended	
 	June 30,	 	June 30,	
 	2015	 	2014	 	2015	 	2014	
Net income	$	10,395	
 	 	$	28,672	
 	 	$	3,306	
 	 	$	37,632	
 	
Other comprehensive income (loss):	 	 	 	 	 	 	 	
Unrealized (losses) gains on available-for-sale securities (net of taxes of $0, $11, $0, $141 respectively)	—	
 	 	(61	)	 	—	
 	 	799	
 	
Reclassification adjustment for gains on available-for-sale securities included in net income (net of taxes of $0, $8, $0, $504 respectively)	—	
 	 	(45	)	 	—	
 	 	(2,857	)	
Foreign currency translation adjustments	12,231	
 	 	36,162	
 	 	(65,172	)	 	(3,411	)	
Other comprehensive income (loss)	12,231	
 	 	36,056	
 	 	(65,172	)	 	(5,469	)	
Comprehensive income (loss)	$	22,626	
 	 	$	64,728	
 	 	$	(61,866	)	 	$	32,163	

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 	Six Months Ended	
 	June 30,	
 	2015	 	2014	
Cash flows from operating activities:	 	 	 	
Net income	$	3,306	
 	 	$	37,632	
 	
Adjustments to reconcile net income to net cash from operating activities:	 	 	 	
Depreciation and amortization	136,129	
 	 	135,431	
 	
Goodwill impairment charge	31,992	
 	 	—	
 	
Allowance for doubtful accounts	4,536	
 	 	4,605	
 	
Amortization of deferred financing costs and debt discount	1,639	
 	 	1,576	
 	
Accretion of environmental liabilities	5,218	
 	 	5,333	
 	
Changes in environmental liability estimates	887	
 	 	(1,429	)	
Deferred income taxes	(908	)	 	(1	)	
Stock-based compensation	6,146	
 	 	4,340	
 	
Excess tax benefit of stock-based compensation	(102	)	 	(644	)	
Net tax (deficiency) benefit on stock based awards	(72	)	 	644	
 	
Other expense (income)	251	
 	 	(3,523	)	
Environmental expenditures	(11,532	)	 	(7,443	)	
Changes in assets and liabilities, net of acquisitions	 	 	 	
Accounts receivable and unbilled accounts receivable	(133,031	)	 	(9,542	)	
Inventories and supplies	17,694	
 	 	(9,556	)	
Other current assets	(816	)	 	(8,721	)	
Accounts payable	108,639	
 	 	(46,421	)	
Other current and long-term liabilities	23,839	
 	 	12,663	
 	
Net cash from operating activities	193,815	
 	 	114,944	
 	
Cash flows from investing activities:	 	 	 	
Additions to property, plant and equipment	(124,145	)	 	(138,186	)	
Proceeds from sales of fixed assets	2,646	
 	 	2,986	
 	
Proceeds from sales of marketable securities	—	
 	 	12,947	
 	
Acquisitions, net of cash acquired	(79,610	)	 	(6,150	)	
Additions to intangible assets, including costs to obtain or renew permits	(3,088	)	 	(2,891	)	
Net cash used in investing activities	(204,197	)	 	(131,294	)	
Cash flows from financing activities:	 	 	 	
Change in uncashed checks	(22,160	)	 	3,162	
 	
Proceeds from exercise of stock options	397	
 	 	—	
 	
Issuance of restricted shares, net of shares remitted	(1,837	)	 	(2,215	)	
Repurchases of common stock	(32,203	)	 	(14,657	)	
Proceeds from employee stock purchase plan	—	
 	 	4,364	
 	
Repayment of long-term obligations	—	
 	 	(5,000	)	
Payments on capital leases	(471	)	 	(1,190	)	
Excess tax benefit of stock-based compensation	102	
 	 	644	
 	
Net cash from financing activities	(56,172	)	 	(14,892	)	
Effect of exchange rate change on cash	(6,704	)	 	(187	)	
Decrease in cash and cash equivalents	(73,258	)	 	(31,429	)	
Cash and cash equivalents, beginning of period	246,879	
 	 	310,073	
 	
Cash and cash equivalents, end of period	$	173,621	
 	 	$	278,644	
 	
Supplemental information:	 	 	 	
Cash payments for interest and income taxes:	 	 	 	
Interest paid	$	37,411	
 	 	$	37,070	
 	
Income taxes (received) paid	3,068	
 	 	14,304	
 	
Non-cash investing and financing activities:	 	 	 	
Accrual for repurchased shares	—	
 	 	1,562	
 	
Property, plant and equipment accrued	34,799	
 	 	21,934	
 	
Receivable for estimated purchase price adjustment	2,518	
 	 	—	
 	
The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Common Stock	 	Shares Held
Under
Employee
Participation
Plan	 	 	 	Accumulated
Other
Comprehensive Loss	 	 	 	 	 	
 	Number
of
Shares	 	$ 0.01
Par
Value	 	 	 	Additional
Paid-in
Capital	 	 	 	Accumulated
Earnings	 	Total
Stockholders’
Equity	 	 	 	 	 	 	
Balance at January 1, 2015	58,903	
 	 	$	589	
 	 	$	(469	)	 	$	805,029	
 	 	$	(110,842	)	 	$	568,564	
 	 	$	1,262,871	
 	 	 	 	 	 	 	
Net income	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	3,306	
 	 	3,306	
 	 	 	 	 	 	 	
Other comprehensive loss	—	
 	 	—	
 	 	—	
 	 	—	
 	 	(65,172	)	 	—	
 	 	(65,172	)	 	 	 	 	 	 	
Stock-based compensation	—	
 	 	—	
 	 	—	
 	 	6,146	
 	 	—	
 	 	—	
 	 	6,146	
 	 	 	 	 	 	 	
Issuance of restricted shares, net of shares remitted	85	
 	 	1	
 	 	—	
 	 	(1,838	)	 	—	
 	 	—	
 	 	(1,837	)	 	 	 	 	 	 	
Repurchases of common stock	(572	)	 	(6	)	 	—	
 	 	(32,197	)	 	—	
 	 	—	
 	 	(32,203	)	 	 	 	 	 	 	
Exercise of stock options	12	
 	 	—	
 	 	—	
 	 	397	
 	 	—	
 	 	—	
 	 	397	
 	 	 	 	 	 	 	
Net tax deficiency on stock based awards	—	
 	 	—	
 	 	—	
 	 	(72	)	 	—	
 	 	—	
 	 	(72	)	 	 	 	 	 	 	
Balance at June 30, 2015	58,428	
 	 	$	584	
 	 	$	(469	)	 	$	777,465	
 	 	$	(176,014	)	 	$	571,870	
 	 	$	1,173,436	

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

The accompanying consolidated interim financial statements are unaudited and include the accounts of Clean Harbors, Inc. and its subsidiaries (collectively, “Clean Harbors,” the “Company” or "we") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and, in the opinion of management, include all adjustments which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. Management has made estimates and assumptions affecting the amounts reported in the Company's consolidated interim financial statements and accompanying footnotes, actual results could differ from those estimates and judgments. The results for interim periods are not necessarily indicative of results for the entire year or any other interim periods. The financial statements presented herein should be read in connection with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, which includes the audited consolidated balance sheet as of December 31, 2014 from which the one presented herein was derived.
Reclassifications

During the third quarter of 2014, the Company aggregated the cash flow effects of the change in unbilled receivables with the change from accounts receivable in the Consolidated Statements of Cash Flows. Previously the cash flow effect of the change in unbilled receivables was aggregated with changes in other current assets. Prior year amounts have been recast to conform to the current year presentation.

(2) SIGNIFICANT ACCOUNTING POLICIES
The Company's significant accounting policies are described in Note 2, "Significant Accounting Policies," in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes in these policies or their application.
Recent Accounting Pronouncements
Standards implemented
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)
2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360). The amendments in ASU 2014-08 provide guidance for the recognition and disclosure of discontinued operations. The adoption of ASU 2014-08 did not have an impact on the Company's consolidated financial statements.
Standards to be implemented
In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is currently effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). The amendment provides guidance regarding amendments to the consolidation analysis. The amendments in this update are currently effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015.
The Company is currently evaluating the impact that the above standards to be implemented will have on the Company's consolidated financial statements.
In April 2015, FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30). The amendment provides guidance regarding the simplification of the presentation of debt issuance costs. The amendments in this update are currently effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. The impact of this standard on the Company's consolidated financial statements is limited to a reclassification of deferred financing costs from an asset balance to inclusion as an offset against the carrying value of long term obligations.
In July 2015, FASB issued ASU 2015-11, Inventory (Topic 330). The amendment provides guidance regarding the measurement of inventory. Entities should measure inventory within the scope of this update at the lower of cost and net realizable

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value. The amendments in this update are currently effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Adoption is not expected to have a material impact on the Company's consolidated financial statements.
(3) BUSINESS COMBINATIONS
2015 Acquisition

On April 11, 2015, the Company completed the acquisition of Heckmann Environmental Services, Inc. (“HES”) and Thermo Fluids Inc. (“TFI”), a wholly-owned subsidiary of HES. The acquisition was accomplished through a purchase by Safety-Kleen, Inc., a wholly-owned subsidiary of the Company, of all of the issued and outstanding shares of HES from Nuverra Environmental Solutions, Inc. (“NES”). HES is a holding company that does not conduct any operations. TFI provides environmental services, including used oil recycling, used oil filter recycling, antifreeze products, parts washers and solvent recycling, and industrial waste management services, including vacuum services, remediation, lab pack and hazardous waste management. The Company acquired TFI for an estimated preliminary purchase price of $77.1 million inclusive of current estimates of and subject to certain closing and post-closing adjustments relating to working capital and other assumed liabilities. The acquisition was financed with cash on hand and expands the Company’s environmental services customer base while also complimenting the SK Environmental Services network and presence in the western United States. The amount of revenue from TFI included in the Company's results of operations for the period ended June 30, 2015 was $11.7 million. During the three and six months ended June 30, 2015, the Company incurred acquisition-related costs of approximately $0.3 million and $0.4 million, respectively, in connection with the transaction which are primarily included in selling, general and administrative expenses in the consolidated statements of income. Results of TFI since acquisition have been included within the SK Environmental Services segment.

The allocation of the purchase price was based on preliminary estimates of the fair value of assets acquired and liabilities assumed as of April 11, 2015, as the Company is continuing to obtain information to complete its valuation of these accounts and the associated tax accounting. The components and preliminary allocation of the purchase price consist of the following amounts (in thousands):

 	At acquisition date
April 11, 2015	
Accounts receivable	$	7,109	
 	
Inventories and supplies	1,791	
 	
Prepaid and other current assets	1,749	
 	
Property, plant and equipment	30,468	
 	
Permits and other intangibles	20,000	
 	
Current liabilities	(5,859	)	
Closure and post-closure liabilities	(1,676	)	
Deferred taxes, unrecognized tax benefits and other long-term liabilities	(13,081	)	
Total identifiable net assets	40,501	
 	
Goodwill	36,591	
 	
Total	$	77,092	
 	
Pro forma revenue and earnings amounts on a combined basis as if TFI had been acquired on January 1, 2014 are immaterial to the consolidated financial statements of the Company since that date.

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(4) INVENTORIES AND SUPPLIES
Inventories and supplies consisted of the following (in thousands):

 	June 30, 2015	 	December 31, 2014	
Oil and oil products	$	39,478	
 	 	$	62,111	
 	
Supplies and drums	70,828	
 	 	68,547	
 	
Solvent and solutions	10,105	
 	 	9,355	
 	
Modular camp accommodations	14,703	
 	 	15,776	
 	
Other	14,747	
 	 	12,874	
 	
Total inventories and supplies	$	149,861	
 	 	$	168,663	
 	
As of June 30, 2015 and December 31, 2014, other inventories consisted primarily of cleaning fluids, such as absorbents and wipers, and automotive fluids, such as windshield washer fluid and antifreeze.
(5) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):

 	June 30, 2015	 	December 31, 2014	
Land	$	99,929	
 	 	$	98,507	
 	
Asset retirement costs (non-landfill)	12,498	
 	 	10,871	
 	
Landfill assets	121,054	
 	 	110,984	
 	
Buildings and improvements	344,059	
 	 	338,242	
 	
Camp equipment	166,210	
 	 	180,575	
 	
Vehicles	499,921	
 	 	471,615	
 	
Equipment	1,316,034	
 	 	1,302,424	
 	
Furniture and fixtures	5,412	
 	 	5,517	
 	
Construction in progress	81,843	
 	 	45,605	
 	
 	2,646,960	
 	 	2,564,340	
 	
Less - accumulated depreciation and amortization	1,084,706	
 	 	1,005,506	
 	
Total property, plant and equipment, net	$	1,562,254	
 	 	$	1,558,834	
 	
Interest in the amount of $0.4 million and $0.6 million was capitalized to fixed assets during the three and six months ended June 30, 2015, respectively. Interest in the amount of $0.2 million and $0.3 million was capitalized to fixed assets during the three and six months ended June 30, 2014, respectively. Depreciation expense, inclusive of landfill amortization was $58.9 million and $116.3 million for the three and six months ended June 30, 2015, respectively. Depreciation expense, inclusive of landfill amortization was $57.2 million and $117.1 million for the three and six months ended June 30, 2014, respectively.

(6) GOODWILL AND OTHER INTANGIBLE ASSETS
The changes to goodwill for the six months ended June 30, 2015 were as follows (in thousands):

 	2015	
Balance at January 1, 2015	$	452,669	
 	
Acquired from acquisitions	36,591	
 	
Increase from adjustments during the measurement period related to recent acquisitions	3,841	
 	
Goodwill impairment charge	(31,992	)	
Foreign currency translation	(8,251	)	
Balance at June 30, 2015	$	452,858	
 	
The Company assesses goodwill for impairment on an annual basis as of December 31, or at an interim date when events or changes in the business environment would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company conducted the annual impairment test of goodwill for all reporting units as of December 31, 2014 and determined that no adjustment to the carrying value of goodwill for any reporting unit was necessary because the fair value of each of the reporting units exceeded that reporting unit's respective carrying value.

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As disclosed in the Company's annual report on form 10K for the year ended December 31, 2014, the fair value of the Oil and Gas Field Services reporting unit did not significantly exceed its carrying amount. During the first quarter of 2015, the Company evaluated the reporting unit’s performance along with other business specific, and macroeconomic industry factors and concluded that no interim impairment test was necessary.

During the quarter ended June 30, 2015, certain events and changes in circumstances arose which led management of the Company to conclude that the fair value of the Oil and Gas Field Services reporting unit may be less than its carrying value and therefore an interim impairment test was conducted relative to goodwill recorded by the Oil and Gas Field Services reporting unit. The primary events and changes in circumstances which led to this conclusion were:    
 	 	
•	The second quarter is the period of time where greater levels of communication with customers and the receipt of bids and proposals for project work takes place and provide management with more clarity into levels of activity and other economic and business indicators for the latter half of the fiscal year and into the first quarter of the following year. During the quarter ended June 30, 2015 it became apparent that oil and gas exploration and production activity would continue to be lower than historical periods and lower than previously anticipated by the Company. This was evidenced by reduced volume in bid and proposal requests from customers and communications indicating the reduction in customer budgets in these areas as well as lower than anticipated pricing for our services.	

•	Market and industry reports which management looks to in projecting business conditions and establishing forecast information evidenced more pessimistic views in the near term. The continued depressed price of oil without any upward momentum since December 2014 as well as declining and expected continued decline in rig count for the remainder of 2015 have resulted in lower estimates of industry activity in the second half of 2015 and early 2016.	

•	In recognition of lower than anticipated business results and less optimistic market indicators, management significantly lowered its 2015 forecasts relative to the Oil and Gas reporting unit.	

In performing Step I of this interim goodwill impairment test, the estimated fair value of the Oil and Gas Field Services reporting unit was determined using an income approach based upon discounted cash flows and was compared to the reporting unit's carrying value as of June 30, 2015. Based on the results of that valuation, the carrying amount of the reporting unit, including $32.0 million of goodwill, exceeded its estimated fair value and as a result the Company performed Step II of the goodwill impairment test to determine the amount of goodwill impairment charge to be recorded.

Step II of the goodwill impairment test required the Company to perform a theoretical purchase price allocation for the reporting unit to determine the implied fair value of goodwill and to compare the implied fair value of goodwill to the recorded amount. The estimates of the fair values of intangible assets identified in performing this theoretical purchase price allocation and resulting implied fair value of goodwill required significant judgment. Based on the results of this goodwill impairment test the implied value of goodwill was $0 and as such the Company recognized a goodwill impairment charge equal to the recorded amount of goodwill or $32.0 million as of June 30, 2015.

The factors contributing to the $32.0 million goodwill impairment charge principally related to events and changes in circumstances discussed above which had negative impacts on the Company’s prospective financial information utilized in its discounted cash flow model prepared in connection with the interim impairment test. The currently projected lower levels of activity and pricing in the latter half of the year which became evident during the second quarter decreased the reporting unit’s anticipated future cash flows for 2015 as compared to those estimated previously. These factors have also provided evidence of a longer than expected overall recovery from current industry lows which negatively impacted the estimated levels of cash flows in future periods that are assumed in the cash flow models utilized in the interim impairment test. These factors adversely affected the estimated fair value of the reporting unit as of June 30, 2015 and ultimately led to the recognition of the goodwill impairment charge.

Significant judgments and unobservable inputs categorized as Level III in the fair value hierarchy are inherent in the impairment tests performed and include assumptions about the amount and timing of expected future cash flows, growth rates, and the determination of appropriate discount rates. The Company believes that the assumptions used in its annual and any interim date impairment tests are reasonable, but variations in any of the assumptions may result in different calculations of fair values and impairment charges.

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The Company also performed an analysis to consider whether the reporting unit's carrying values of finite-lived intangible and other long lived assets may not be entirely recoverable. As of June 30, 2015 the Oil and Gas Field Services reporting unit had property, plant and equipment, net of $185.3 million, other intangible assets of $20.1 million consisting of: permits of $0.1 million, customer and supplier relationships of $10.7 million and other intangible assets of $9.3 million. Based on this analysis, sufficient undiscounted cash flows were available over those assets' remaining lives to demonstrate recoverability and thus no impairment exists.
Below is a summary of amortizable other intangible assets (in thousands):

 	June 30, 2015	 	December 31, 2014	
 	Cost	 	Accumulated
Amortization	 	Net	 	Weighted
Average
Remaining Amortization
Period
(in years)	 	Cost	 	Accumulated
Amortization	 	Net	 	Weighted
Average
Remaining Amortization
Period
(in years)	
Permits	$	163,036	
 	 	$	59,430	
 	 	$	103,606	
 	 	19.1	 	$	156,692	
 	 	$	55,318	
 	 	$	101,374	
 	 	19.0	
Customer and supplier relationships	384,722	
 	 	88,471	
 	 	296,251	
 	 	10.6	 	370,373	
 	 	77,697	
 	 	292,676	
 	 	11.0	
Other intangible assets	32,353	
 	 	20,354	
 	 	11,999	
 	 	2.4	 	31,540	
 	 	19,074	
 	 	12,466	
 	 	3.2	
Total amortizable permits and other intangible assets	580,111	
 	 	168,255	
 	 	411,856	
 	 	10.7	 	558,605	
 	 	152,089	
 	 	406,516	
 	 	11.4	
Trademarks and trade names	122,765	
 	 	—	
 	 	122,765	
 	 	Indefinite	 	123,564	
 	 	—	
 	 	123,564	
 	 	Indefinite	
Total permits and other intangible assets	$	702,876	
 	 	$	168,255	
 	 	$	534,621	
 	 	
 	 	$	682,169	
 	 	$	152,089	
 	 	$	530,080	

Amortization expense of permits and other intangible assets for the three and six months ended June 30, 2015 and was $8.8 million and $19.8 million, respectively. Amortization expense of permits and other intangible assets for the three and six months ended June 30, 2014 was $8.9 million and $18.4 million, respectively.
Below is the expected future amortization of the net carrying amount of finite-lived intangible assets at June 30, 2015 (in thousands):

Years Ending December 31,	Expected Amortization	
2015 (six months)	$	18,761	
 	
2016	37,120	
 	
2017	34,506	
 	
2018	31,440	
 	
2019	27,730	
 	
Thereafter	262,299	
 	
 	$	411,856	
 	
(7) ACCRUED EXPENSES
Accrued expenses consisted of the following (in thousands):

 	June 30, 2015	 	December 31, 2014	
Insurance	$	50,958	
 	 	$	58,931	
 	
Interest	20,503	
 	 	20,527	
 	
Accrued compensation and benefits	62,829	
 	 	59,006	
 	
Income, real estate, sales and other taxes	64,633	
 	 	38,297	
 	
Other	42,175	
 	 	42,788	
 	
Total accrued expenses	$	241,098	
 	 	$	219,549	

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(8) CLOSURE AND POST-CLOSURE LIABILITIES
The changes to closure and post-closure liabilities (also referred to as “asset retirement obligations”) for the six months ended June 30, 2015 were as follows (in thousands):

 	Landfill
Retirement
Liability	 	Non-Landfill
Retirement
Liability	 	Total	
Balance at January 1, 2015	$	29,932	
 	 	$	20,769	
 	 	$	50,701	
 	
Liabilities assumed in acquisitions	—	
 	 	1,676	
 	 	1,676	
 	
New asset retirement obligations	1,327	
 	 	—	
 	 	1,327	
 	
Accretion	1,305	
 	 	1,021	
 	 	2,326	
 	
Changes in estimates recorded to statement of income	60	
 	 	25	
 	 	85	
 	
Changes in estimates recorded to balance sheet	(932	)	 	—	
 	 	(932	)	
Expenditures	(2,980	)	 	(86	)	 	(3,066	)	
Currency translation and other	(166	)	 	(105	)	 	(271	)	
Balance at June 30, 2015	$	28,546	
 	 	$	23,300	
 	 	$	51,846	
 	
All of the landfill facilities included in the above were active as of June 30, 2015. New asset retirement obligations incurred during the first six months of 2015 were discounted at the credit-adjusted risk-free rate of 5.99%. There were no significant charges (benefits) in 2015 resulting from changes in estimates for closure and post-closure liabilities.
(9) REMEDIAL LIABILITIES 
The changes to remedial liabilities for the six months ended June 30, 2015 were as follows (in thousands):

 	Remedial
Liabilities for
Landfill Sites	 	Remedial
Liabilities for
Inactive Sites	 	Remedial
Liabilities
(Including
Superfund) for
Non-Landfill
Operations	 	Total	
Balance at January 1, 2015	$	5,420	
 	 	$	68,528	
 	 	$	81,173	
 	 	$	155,121	
 	
Accretion	126	
 	 	1,447	
 	 	1,319	
 	 	2,892	
 	
Changes in estimates recorded to statement of income	(122	)	 	51	
 	 	873	
 	 	802	
 	
Expenditures	(80	)	 	(2,374	)	 	(6,012	)	 	(8,466	)	
Currency translation and other	(185	)	 	(55	)	 	(1,332	)	 	(1,572	)	
Balance at June 30, 2015	$	5,159	
 	 	$	67,597	
 	 	$	76,021	
 	 	$	148,777	
 	
In the six months ended June 30, 2015, there were no significant charges (benefits) resulting from changes in estimates for remedial liabilities.
(10) FINANCING ARRANGEMENTS 
The following table is a summary of the Company’s financing arrangements (in thousands):

 	June 30, 2015	 	December 31, 2014	
Senior unsecured notes, at 5.25%, due August 1, 2020	$	800,000	
 	 	$	800,000	
 	
Senior unsecured notes, at 5.125%, due June 1, 2021	595,000	
 	 	595,000	
 	
Long-term obligations	$	1,395,000	
 	 	$	1,395,000	

On July 30, 2012, the Company issued through a private placement $800.0 million aggregate principal amount of 5.25% senior unsecured notes due August 1, 2020 ("2020 Notes") with semi-annually fixed interest payments on February 1 and August 1 of each year, which commenced on February 1, 2013. At June 30, 2015 and December 31, 2014, the fair value of the Company's 2020 Notes was $812.0 million and $804.0 million, respectively, based on quoted market prices for the instrument. The fair value of the 2020 Notes is considered a Level 2 measure according to the fair value hierarchy.
On December 7, 2012, the Company issued through a private placement $600.0 million aggregate principal amount of 5.125% senior unsecured notes due 2021 ("2021 Notes") with semi-annually fixed interest payments on June 1 and December 1 of each year, which commenced on June 1, 2013. At June 30, 2015 and December 31, 2014, the fair value of the Company's 2021 Notes

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was $595.0 million and based on quoted market prices for the instrument. The fair value of the 2021 Notes is considered a Level 2 measure according to the fair value hierarchy.
The Company also maintains a revolving credit facility which as of June 30, 2015 and December 31, 2014 had no outstanding loan balances. At June 30, 2015, $242.8 million was available to borrow and outstanding letters of credit were $144.9 million. At December 31, 2014, $238.4 million was available to borrow and outstanding letters of credit were $134.5 million.
Available credit for Clean Harbors, Inc. ("Parent") and its domestic subsidiaries is subject to 85% of their eligible accounts receivable and 100% of their cash deposited in a controlled account with the agent. The revolving credit facility is guaranteed by all of Parent’s domestic subsidiaries and secured by substantially all of Parent’s and its domestic subsidiaries’ assets. Available credit for Parent’s Canadian subsidiaries is subject to 85% of their eligible accounts receivable and 100% of their cash deposited in a controlled account with the agent’s Canadian affiliate. The obligations of the Canadian subsidiaries under the revolving credit facility are guaranteed by all of Parent’s Canadian subsidiaries and secured by the accounts receivable of the Canadian subsidiaries, but the Canadian subsidiaries do not guarantee and are not otherwise responsible for the obligations of Parent or its domestic subsidiaries.

(11) INCOME TAXES 
The Company did not record any tax charges or benefits as a result of the goodwill impairment charge recorded in the second quarter. Effective tax rates for the three and six months ended June 30, 2015 were 74.6% and 88.6%. Absent the impact of the impairment charge on pre-tax income from operations, the Company’s effective tax rate for the three and six months ended June 30, 2015 was 41.8% and 42.2%, respectively, compared to 39.1% and 38.9% for the same periods in 2014. The increase in the effective rates for the three and six months ended June 30, 2015 was primarily due to the increased taxable earnings in the United States versus taxable losses recorded in Canada.
As of June 30, 2015 and December 31, 2014, the Company had recorded $2.6 million and $2.5 million, respectively, of liabilities for unrecognized tax benefits and $0.4 million of interest, respectively.
Due to expiring statute of limitation periods, the Company believes that total unrecognized tax benefits will decrease by approximately $0.6 million within the next 12 months. This is the result of an audit settlement for one of our foreign entities.
(12) EARNINGS PER SHARE     
The following are computations of basic and diluted earnings per share (in thousands except for per share amounts):

 	Three Months Ended	 	Six Months Ended	
 	June 30,	 	June 30,	
 	2015	 	2014	 	2015	 	2014	
Numerator for basic and diluted earnings per share:	 	

Net income	$	10,395	
 	 	$	28,672	
 	 	$	3,306	
 	 	$	37,632	

Denominator:	 	

Basic shares outstanding	58,590	
 	 	60,665	
 	 	58,732	
 	 	60,695	
 	
Dilutive effect of equity-based compensation awards	120	
 	 	113	
 	 	100	
 	 	127	
 	
Dilutive shares outstanding	58,710	
 	 	60,778	
 	 	58,832	
 	 	60,822	

Basic earnings per share:	$	0.18	
 	 	$	0.47	
 	 	$	0.06	
 	 	$	0.62	

 	 	 	

 	
Diluted earnings per share:	$	0.18	
 	 	$	0.47	
 	 	$	0.06	
 	 	$	0.62	
 	
For the three and six months ended June 30, 2015, the dilutive effect of all then outstanding stock options, restricted stock awards and performance awards is included in the EPS calculations above except for 196,180 of outstanding performance stock awards for which the performance criteria were not attained at that time and 11,075 and 38,171, respectively, restricted stock awards which were excluded from the calculation of diluted earnings per share as their inclusion would have an antidilutive effect. For the three and six months ended June 30, 2014, the dilutive effect of all then outstanding stock options, restricted stock awards and performance awards is included in the EPS calculations above except for 228,000 of outstanding performance stock awards for which the performance criteria were not attained at that time and 5,270 restricted stock awards which were excluded from the calculation of diluted earnings per share as their inclusion would have an antidilutive effect.

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(13) ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component and related tax effects for the six months ended June 30, 2015 were as follows (in thousands):    

 	Foreign Currency Translation	 	Unfunded Pension Liability	 	Total	
Balance at January 1, 2015	$	(108,889	)	 	$	(1,953	)	 	$	(110,842	)	
Other comprehensive loss before reclassifications	(65,172	)	 	—	
 	 	(65,172	)	
Other comprehensive loss	$	(65,172	)	 	$	—	
 	 	$	(65,172	)	
Balance at June 30, 2015	$	(174,061	)	 	$	(1,953	)	 	$	(176,014	)	
The amounts reclassified out of accumulated other comprehensive loss into the consolidated statement of income, with presentation location during the three and six months ended June 30, 2014, were as follows (in thousands):

 	 	For the Three Months Ended	 	For the Six Months Ended	 	 	
Comprehensive Loss Components	 	June 30, 2014	 	June 30, 2014	 	Location	
Unrealized gains on available-for-sale investments	 	$	53	
 	 	$	3,361	
 	 	Other (expense) income	

There were no reclassifications out of accumulated other comprehensive loss into the consolidated statement of income during the three and six months ended June 30, 2015.

(14) STOCK-BASED COMPENSATION
Total stock-based compensation cost charged to selling, general and administrative expenses for the three and six months ended June 30, 2015 was $4.3 million and $6.1 million, respectively. Total stock-based compensation cost charged to selling, general and administrative expenses for the three and six months ended June 30, 2014 was $2.0 million and $4.3 million, respectively. The total income tax benefit recognized in the consolidated statements of income from stock-based compensation was $0.6 million and $1.1 million for the three and six months ended June 30, 2015, respectively. The total income tax benefit recognized in the consolidated statements of income from stock-based compensation was $0.5 million and $1.0 million for the three and six months ended June 30, 2014, respectively.
Restricted Stock Awards
The following information relates to restricted stock awards that have been granted to employees and directors under the Company's Plans. The restricted stock awards are not transferable until vested and the restrictions generally lapse upon the achievement of continued employment over a three-to-five-year period or service as a director until the following annual meeting of shareholders. The fair value of each restricted stock grant is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over its vesting period.
    
The following table summarizes information about restricted stock awards for the six months ended June 30, 2015:

Restricted Stock	Number of Shares	 	Weighted Average
Grant-Date
Fair Value	
Unvested January 1, 2015	383,021	
 	 	$	56.51	
 	
Granted	134,937	
 	 	$	55.26	
 	
Vested	(112,136	)	 	$	56.49	
 	
Forfeited	(17,178	)	 	$	56.43	
 	
Unvested June 30, 2015	388,644	
 	 	$	56.09	

As of June 30, 2015, there was $15.6 million of total unrecognized compensation cost arising from restricted stock awards under the Company's Plans. This cost is expected to be recognized over a weighted average period of 3.3 years. The total fair value of restricted stock vested during the three and six months ended June 30, 2015 was $3.0 million and $6.2 million, respectively. The total fair value of restricted stock vested during the three and six months ended June 30, 2014 was $5.3 million and $7.6 million, respectively.

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Performance Stock Awards

The following information relates to performance stock awards that have been granted to employees under the Company's Plans. Performance stock awards are subject to performance criteria established by the compensation committee of the Company's board of directors prior to or at the date of grant. The vesting of the performance stock awards is based on achieving such targets typically based on revenue, Adjusted EBITDA margin, ROIC percentage and Total Recordable Incident Rate. In addition performance stock awards include continued service conditions. The fair value of each performance stock award is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over the service period if achievement of performance measures is considered probable.

The following table summarizes information about performance stock awards for the six months ended June 30, 2015:

Performance Stock	Number of Shares	 	Weighted Average
Grant-Date
Fair Value	
Unvested January 1, 2015	143,875	
 	 	$	60.94	
 	
Granted	165,778	
 	 	$	56.51	
 	
Vested	(6,129	)	 	$	54.28	
 	
Forfeited	(3,923	)	 	$	61.02	
 	
Unvested June 30, 2015	299,601	
 	 	$	58.63	

During the three and six months ended June 30, 2015, the Company recorded $2.3 million of stock based compensation for performance stock awards originally issued in 2014 as it had become probable during the current period that such awards would be earned. As of June 30, 2015, there was $3.2 million of total unrecognized compensation cost arising from non-vested performance stock awards deemed probable of vesting under the Company's Plans. The total fair value of performance awards vested during the six months ended June 30, 2015 was $0.3 million. No performance awards vested during the three months ended June 30, 2015 and the three and six months ended June 30, 2014.

Common Stock Repurchases
On March 13, 2015, the Company's board of directors increased the size of the Company’s current share repurchase program from $150 million to $300 million. As of June 30, 2015, the Company had repurchased and retired a total of approximately 2.5 million shares of the Company's common stock for approximately $136.5 million under this program. As of June 30, 2015, an additional $163.5 million remains available for repurchase of shares under the current authorized program.
(15) COMMITMENTS AND CONTINGENCIES
Legal and Administrative Proceedings
The Company and its subsidiaries are subject to legal proceedings and claims arising in the ordinary course of business. Actions filed against the Company arise from commercial and employment-related claims including alleged class actions related to sales practices and wage and hour claims. The plaintiffs in these actions may be seeking damages or injunctive relief or both. These actions are in various jurisdictions and stages of proceedings, and some are covered in part by insurance. In addition, the Company’s waste management services operations are regulated by federal, state, provincial and local laws enacted to regulate discharge of materials into the environment, remediation of contaminated soil and groundwater or otherwise protect the environment. This ongoing regulation results in the Company frequently becoming a party to legal or administrative proceedings involving all levels of governmental authorities and other interested parties. The issues involved in such proceedings generally relate to alleged violations of existing permits and licenses or alleged responsibility under federal or state Superfund laws to remediate contamination at properties owned either by the Company or by other parties (“third party sites”) to which either the Company or the prior owners of certain of the Company’s facilities shipped wastes.
At June 30, 2015 and December 31, 2014, the Company had recorded reserves of $30.6 million and $33.6 million, respectively, in the Company's financial statements for actual or probable liabilities related to the legal and administrative proceedings in which the Company was then involved, the principal of which are described below. At June 30, 2015 and December 31, 2014, the Company also believed that it was reasonably possible that the amount of these potential liabilities could be as much as $2.5 million and $2.9 million more, respectively. The Company periodically adjusts the aggregate amount of these reserves when actual or probable liabilities are paid or otherwise discharged, new claims arise, or additional relevant information about existing or probable claims becomes available. As of June 30, 2015 and December 31, 2014, the $30.6 million and $33.6

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million, respectively, of reserves consisted of (i) $24.4 million and $27.7 million related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $6.2 million and $5.9 million, respectively, primarily related to federal, state and provincial enforcement actions, which were included in accrued expenses on the consolidated balance sheets.
As of June 30, 2015, the principal legal and administrative proceedings in which the Company was involved, or which had been terminated during 2015, were as follows:
Ville Mercier.    In September 2002, the Company acquired the stock of a subsidiary (the "Mercier Subsidiary") which owns a hazardous waste incinerator in Ville Mercier, Quebec (the "Mercier Facility"). The property adjacent to the Mercier Facility, which is also owned by the Mercier Subsidiary, is now contaminated as a result of actions dating back to 1968, when the Government of Quebec issued to a company unrelated to the Mercier Subsidiary two permits to dump organic liquids into lagoons on the property. In 1999, Ville Mercier and three neighboring municipalities filed separate legal proceedings against the Mercier Subsidiary and the Government of Quebec. In 2012, the municipalities amended their existing statement of claim to seek $2.9 million (Cdn) in general damages and $10.0 million (Cdn) in punitive damages, plus interest and costs, as well as injunctive relief. Both the Government of Quebec and the Company have filed summary judgment motions against the municipalities. The parties are currently attempting to negotiate a resolution and hearings on the motions have been delayed. In September 2007, the Quebec Minister of Sustainable Development, Environment and Parks issued a Notice pursuant to Section 115.1 of the Environment Quality Act, superseding Notices issued in 1992, which are the subject of the pending litigation. The more recent Notice notifies the Mercier Subsidiary that, if the Mercier Subsidiary does not take certain remedial measures at the site, the Minister intends to undertake those measures at the site and claim direct and indirect costs related to such measures.
The Mercier Subsidiary continues to assert that it has no responsibility for the groundwater contamination in the region and will contest any action by the Ministry to impose costs for remedial measures on the Mercier Subsidiary. The Company also continues to pursue settlement options. At June 30, 2015 and December 31, 2014, the Company had accrued $11.9 million and $12.7 million, respectively, for remedial liabilities relating to the Ville Mercier legal proceedings. The decrease was due to a weakening of the Canadian dollar.
Refinery Incident. In September 2014, a customer filed suit against the Company and two other contractors and their respective insurers seeking to be named as an additional insured on the Company’s and the other contractors’ liability policies for an April 2013 industrial fire that occurred at the customer’s refining facility. The Company and its insurers have resolved the dispute relating to the customer’s additional insured status and the customer has agreed to indemnify the Company from any additional losses relating to the matter.  The Company does not believe that this matter will have a material effect on its financial position or the results of operations.
Safety-Kleen Legal Proceedings. On December 28, 2012, the Company acquired Safety-Kleen, Inc. and thereby became subject to the legal proceedings in which Safety-Kleen and its subsidiaries (collectively "Safety-Kleen") were a party on that date. In addition to certain Superfund proceedings in which Safety-Kleen has been named as a potentially responsible party as described below under “Superfund Proceedings,” the principal such legal proceedings involving Safety-Kleen which were outstanding as of June 30, 2015 were as follows:
Product Liability Cases. Safety-Kleen is named as a defendant in various lawsuits that are currently pending in various courts and jurisdictions throughout the United States, including approximately 52 proceedings (excluding cases which have been settled but not formally dismissed) as of June 30, 2015, wherein persons claim personal injury resulting from the use of Safety-Kleen's parts cleaning equipment or cleaning products. These proceedings typically involve allegations that the solvent used in Safety-Kleen's parts cleaning equipment contains contaminants and/or that Safety-Kleen's recycling process does not effectively remove the contaminants that become entrained in the solvent during their use. In addition, certain claimants assert that Safety-Kleen failed to warn adequately the product user of potential risks, including an historic failure to warn that solvent contains trace amounts of toxic or hazardous substances such as benzene. Safety-Kleen maintains insurance that it believes will provide coverage for these claims (over amounts accrued for self-insured retentions and deductibles in certain limited cases), except for punitive damages to the extent not insurable under state law or excluded from insurance coverage. Safety-Kleen believes that these claims lack merit and has historically vigorously defended, and intends to continue to vigorously defend, itself and the safety of its products against all of these claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. Consequently, Safety-Kleen is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of June 30, 2015. From January 1, 2015 to June 30, 2015, 24 product liability claims were settled or dismissed. Due to the nature of these claims and the related insurance, the Company did not incur any expense as Safety-Kleen's insurance provided coverage in full for all such claims. Safety-Kleen may be named in similar, additional lawsuits in the future, including claims for which insurance coverage may not be available.    

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Fee Class Action Claims.  In October 2010, two customers filed a complaint, individually and on behalf of all similarly situated customers in the State of Alabama, alleging that Safety-Kleen improperly assessed fuel surcharges and extended area service fees. In 2012, similar lawsuits were filed by the same law firm in California and Missouri. On January 15, 2015, the Company reached a tentative settlement of the pending class action lawsuits, which were broadened to include similar claims on behalf of customers in Florida, West Virginia and Arkansas. The final settlement was approved by the court in a fairness hearing in June 2015. The exact settlement cost is not yet determinable, but it is not expected to be material.
Superfund Proceedings
The Company has been notified that either the Company (which, since December 28, 2012, includes Safety-Kleen) or the prior owners of certain of the Company's facilities for which the Company may have certain indemnification obligations have been identified as potentially responsible parties ("PRPs") or potential PRPs in connection with 128 sites which are subject to or are proposed to become subject to proceedings under federal or state Superfund laws. Of the 128 sites, two (the Wichita Facility and the BR Facility described below) involve facilities that are now owned by the Company and 126 involve third party sites to which either the Company or the prior owners of certain of the Company’s facilities shipped wastes. Of the 126 third party sites, 29 are now settled, 22 are currently requiring expenditures on remediation and 75 are not currently requiring expenditures on remediation.
In connection with each site, the Company has estimated the extent, if any, to which it may be subject, either directly or as a result of any indemnification obligations, for cleanup and remediation costs, related legal and consulting costs associated with PRP investigations, settlements, and related legal and administrative proceedings. The amount of such actual and potential liability is inherently difficult to estimate because of, among other relevant factors, uncertainties as to the legal liability (if any) of the Company or the prior owners of certain of the Company's facilities to contribute a portion of the cleanup costs, the assumptions that must be made in calculating the estimated cost and timing of remediation, the identification of other PRPs and their respective capability and obligation to contribute to remediation efforts, and the existence and legal standing of indemnification agreements (if any) with prior owners, which may either benefit the Company or subject the Company to potential indemnification obligations. In addition to the Wichita Property and the BR Facility, Clean Harbors believes its potential liability could exceed $100,000 at 11 of the 126 third party sites.
Wichita Property.    The Company acquired in 2002 a service center located in Wichita, Kansas (the "Wichita Property"). The Wichita Property is one of several properties located within the boundaries of a 1,400 acre state-designated Superfund site in an old industrial section of Wichita known as the North Industrial Corridor Site. Along with numerous other PRPs, the former owner executed a consent decree relating to such site with the U.S. Environmental Protection Agency (the "EPA"), and the Company is continuing an ongoing remediation program for the Wichita Property in accordance with that consent decree. The Company also acquired rights under an indemnification agreement between the former owner and an earlier owner of the Wichita Property. The Company filed suit against the earlier owner in July of 2015 to recoup costs incurred during the cleanup of the property.
BR Facility.    The Company acquired in 2002 a former hazardous waste incinerator and landfill in Baton Rouge (the "BR Facility"), for which operations had been previously discontinued by the prior owner. In September 2007, the EPA issued a special notice letter to the Company related to the Devil's Swamp Lake Site ("Devil's Swamp") in East Baton Rouge Parish, Louisiana. Devil's Swamp includes a lake located downstream of an outfall ditch where wastewater and stormwater have been discharged, and Devil's Swamp is proposed to be included on the National Priorities List due to the presence of Contaminants of Concern ("COC") cited by the EPA. These COCs include substances of the kind found in wastewater and storm water discharged from the BR Facility in past operations. The EPA originally requested COC generators to submit a good faith offer to conduct a remedial investigation feasibility study directed towards the eventual remediation of the site. The Company is currently performing corrective actions at the BR Facility under an order issued by the Louisiana Department of Environmental Quality, and has begun conducting the remedial investigation and feasibility study under an order issued by the EPA. The Company cannot presently estimate the potential additional liability for the Devil's Swamp cleanup until a final remedy is selected by the EPA.
Third Party Sites.    Of the 126 third party sites at which the Company has been notified it is a PRP or potential PRP or may have indemnification obligations, Clean Harbors has an indemnification agreement at 11 of these sites with ChemWaste, a former subsidiary of Waste Management, Inc., and at six additional of these third party sites, Safety-Kleen has a similar indemnification agreement with McKesson Corporation. These agreements indemnify the Company (which now includes Safety-Kleen) with respect to any liability at the 17 sites for waste disposed prior to the Company's (or Safety-Kleen's) acquisition of the former subsidiaries of Waste Management or McKesson which had shipped wastes to those sites. Accordingly, Waste Management or McKesson are paying all costs of defending those subsidiaries in those 17 cases, including legal fees and settlement costs. However, there can be no guarantee that the Company's ultimate liabilities for those sites will not exceed the amount recorded or that indemnities applicable to any of these sites will be available to pay all or a portion of related costs. Except for the indemnification agreements which the Company holds from ChemWaste and McKesson, the Company does not have an indemnity agreement with respect to any of the 126 third party sites discussed above.

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Federal, State and Provincial Enforcement Actions
From time to time, the Company pays fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. As of June 30, 2015 and December 31, 2014, there were four proceedings for which the Company reasonably believed that the sanctions could equal or exceed $100,000. The Company believes that the fines or other penalties in these or any of the other regulatory proceedings will, individually or in the aggregate, not have a material effect on its financial condition, results of operations or cash flows.
(16) SEGMENT REPORTING 
Segment reporting is prepared on the same basis that the Company's chief executive officer, who is the Company's chief operating decision maker, manages the business, makes operating decisions and assesses performance.

Third party revenue is revenue billed to outside customers by a particular segment. Direct revenue is revenue allocated to the segment performing the provided service. Intersegment revenues represent the sharing of third party revenues among the segments based on products and services provided by each segment as if the products and services were sold directly to the third party. The intersegment revenues are shown net. The negative intersegment revenues are due to more transfers out of customer revenues to other segments than transfers in of customer revenues from other segments. The operations not managed through the Company’s six reportable segments are recorded as “Corporate Items.” Corporate Items revenues consist of two different operations for which the revenues are insignificant. Corporate Items cost of revenues represents certain central services that are not allocated to the six segments for internal reporting purposes. Corporate Items selling, general and administrative expenses include typical corporate items such as legal, accounting and other items of a general corporate nature that are not allocated to the Company’s six reportable segments. Performance of the segments is evaluated on several factors, of which the primary financial measure is “Adjusted EBITDA,” which consists of net income plus accretion of environmental liabilities, depreciation and amortization, net interest expense, provision for income taxes, other non-cash charges not deemed representative of fundamental segment results and excludes other (expense) income. Transactions between the segments are accounted for at the Company’s best estimate based on similar transactions with outside customers. 
The following table reconciles third party revenues to direct revenues for the three and six months ended June 30, 2015 and 2014 (in thousands):

 	For the Three Months Ended June 30, 2015	 	For the Three Months Ended June 30, 2014	
 	Third party revenues	 	Intersegment revenues, net	 	Corporate Items, net	 	Direct revenues	 	Third party revenues	 	Intersegment revenues, net	 	Corporate Items, net	 	Direct revenues	
Technical Services	$	248,025	
 	 	$	38,314	
 	 	$	1,083	
 	 	$	287,422	
 	 	$	256,798	
 	 	$	40,082	
 	 	$	778	
 	 	$	297,658	
 	
Industrial and Field Services	353,329	
 	 	(11,230	)	 	(401	)	 	341,698	
 	 	185,154	
 	 	(11,047	)	 	36	
 	 	174,143	
 	
Oil Re-refining and Recycling	99,104	
 	 	(21,428	)	 	(1	)	 	77,675	
 	 	144,016	
 	 	(54,861	)	 	(5	)	 	89,150	
 	
SK Environmental Services	175,876	
 	 	(8,802	)	 	3	
 	 	167,077	
 	 	171,324	
 	 	23,307	
 	 	—	
 	 	194,631	
 	
Lodging Services	21,171	
 	 	992	
 	 	80	
 	 	22,243	
 	 	42,872	
 	 	900	
 	 	25	
 	 	43,797	
 	
Oil and Gas Field Services	38,617	
 	 	2,154	
 	 	40	
 	 	40,811	
 	 	58,177	
 	 	1,619	
 	 	(22	)	 	59,774	
 	
Corporate Items	106	
 	 	—	
 	 	(804	)	 	(698	)	 	139	
 	 	—	
 	 	(812	)	 	(673	)	
Total	$	936,228	
 	 	$	—	
 	 	$	—	
 	 	$	936,228	
 	 	$	858,480	
 	 	$	—	
 	 	$	—	
 	 	$	858,480	

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 	For the Six Months Ended June 30, 2015	 	For the Six Months Ended June 30, 2014	
 	Third party revenues	 	Intersegment revenues, net	 	Corporate Items, net	 	Direct revenues	 	Third party revenues	 	Intersegment revenues, net	 	Corporate Items, net	 	Direct revenues	
Technical Services	$	488,350	
 	 	$	73,218	
 	 	$	2,380	
 	 	$	563,948	
 	 	$	493,579	
 	 	$	77,516	
 	 	$	1,177	
 	 	$	572,272	
 	
Industrial and Field Services	500,197	
 	 	(17,791	)	 	(323	)	 	482,083	
 	 	347,114	
 	 	(22,805	)	 	191	
 	 	324,500	
 	
Oil Re-refining and Recycling	195,911	
 	 	(39,685	)	 	(2	)	 	156,224	
 	 	272,937	
 	 	(102,977	)	 	(5	)	 	169,955	
 	
SK Environmental Services	336,560	
 	 	(20,384	)	 	3	
 	 	316,179	
 	 	332,712	
 	 	43,264	
 	 	(58	)	 	375,918	
 	
Lodging Services	55,275	
 	 	1,156	
 	 	97	
 	 	56,528	
 	 	99,566	
 	 	1,294	
 	 	26	
 	 	100,886	
 	
Oil and Gas Field Services	92,204	
 	 	3,486	
 	 	49	
 	 	95,739	
 	 	158,949	
 	 	3,708	
 	 	(10	)	 	162,647	
 	
Corporate Items	230	
 	 	—	
 	 	(2,204	)	 	(1,974	)	 	290	
 	 	—	
 	 	(1,321	)	 	(1,031	)	
Total	$	1,668,727	
 	 	$	—	
 	 	$	—	
 	 	$	1,668,727	
 	 	$	1,705,147	
 	 	$	—	
 	 	$	—	
 	 	$	1,705,147	

The following table presents Adjusted EBITDA information used by management for each reportable segment (in thousands). The Company does not allocate interest expense, income taxes, depreciation, amortization, accretion of environmental liabilities, other non-cash charges not deemed representative of fundamental segment results, and other expense (income) to its segments.    

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	June 30,	
 	2015	 	2014	 	2015	 	2014	
Adjusted EBITDA:	 	

Technical Services	$	76,808	
 	 	$	84,297	
 	 	$	140,209	
 	 	$	146,474	
 	
Industrial and Field Services	73,081	
 	 	30,716	
 	 	83,390	
 	 	47,088	
 	
Oil Re-refining and Recycling	15,824	
 	 	15,196	
 	 	11,348	
 	 	27,779	
 	
SK Environmental Services	41,195	
 	 	31,307	
 	 	68,444	
 	 	54,132	
 	
Lodging Services	3,852	
 	 	15,487	
 	 	10,762	
 	 	33,224	
 	
Oil and Gas Field Services	(2,182	)	 	1,812	
 	 	(779	)	 	18,143	
 	
Corporate Items	(45,456	)	 	(43,016	)	 	(71,975	)	 	(89,055	)	
Total	$	163,122	
 	 	$	135,799	
 	 	$	241,399	
 	 	$	237,785	
 	
Reconciliation to Consolidated Statements of Income:	 	

Accretion of environmental liabilities	2,599	
 	 	2,609	
 	 	5,218	
 	 	5,333	
 	
Depreciation and amortization	67,773	
 	 	66,075	
 	 	136,129	
 	 	135,431	
 	
Goodwill impairment charge	31,992	
 	 	—	
 	 	31,992	
 	 	—	
 	
Income from operations	60,758	
 	 	67,115	
 	 	68,060	
 	 	97,021	
 	
Other expense (income)	660	
 	 	655	
 	 	251	
 	 	(3,523	)	
Interest expense, net of interest income	19,249	
 	 	19,382	
 	 	38,687	
 	 	38,936	
 	
Income before provision for income taxes	$	40,849	
 	 	$	47,078	
 	 	$	29,122	
 	 	$	61,608	

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The following table presents certain assets by reportable segment and in the aggregate (in thousands):

 	June 30, 2015	
 	Technical
Services	 	Industrial and Field
Services	 	Oil Re-refining and Recycling	 	SK Environmental Services	 	Lodging Services	 	Oil and Gas Field
Services	 	Corporate
Items	 	Totals	
Property, plant and equipment, net	$	447,937	
 	 	$	254,035	
 	 	$	196,347	
 	 	$	264,067	
 	 	$	122,926	
 	 	$	185,312	
 	 	$	91,630	
 	 	$	1,562,254	
 	
Goodwill	49,733	
 	 	107,507	
 	 	50,393	
 	 	209,555	
 	 	35,670	
 	 	—	
 	 	—	
 	 	452,858	
 	
Permits and other intangible, net	76,883	
 	 	16,227	
 	 	146,014	
 	 	266,442	
 	 	8,994	
 	 	20,061	
 	 	—	
 	 	534,621	
 	
Total assets	$	794,383	
 	 	$	391,560	
 	 	$	507,585	
 	 	$	807,773	
 	 	$	204,561	
 	 	$	288,406	
 	 	$	752,369	
 	 	$	3,746,637	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	December 31, 2014	
 	Technical
Services	 	Industrial and Field
Services	 	Oil Re-refining and Recycling	 	SK Environmental Services	 	Lodging Services	 	Oil and Gas Field
Services	 	Corporate
Items	 	Totals	
Property, plant and equipment, net	$	412,323	
 	 	$	245,115	
 	 	$	201,451	
 	 	$	240,078	
 	 	$	141,965	
 	 	$	215,574	
 	 	$	102,328	
 	 	$	1,558,834	
 	
Goodwill	50,092	
 	 	109,214	
 	 	50,883	
 	 	173,873	
 	 	34,863	
 	 	33,744	
 	 	—	
 	 	452,669	
 	
Permits and other intangible, net	74,870	
 	 	17,801	
 	 	151,041	
 	 	252,897	
 	 	10,744	
 	 	22,727	
 	 	—	
 	 	530,080	
 	
Total assets	$	756,169	
 	 	$	392,652	
 	 	$	538,921	
 	 	$	731,072	
 	 	$	231,782	
 	 	$	361,223	
 	 	$	692,459	
 	 	$	3,704,278	
 	
The following table presents total assets by geographical area (in thousands):

 	June 30, 2015	 	December 31, 2014	
United States	$	2,745,414	
 	 	$	2,572,494	
 	
Canada	997,268	
 	 	1,128,458	
 	
Other foreign	3,955	
 	 	3,326	
 	
Total	$	3,746,637	
 	 	$	3,704,278	
 	
(17) 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 100% 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.
Revision of Previously Reported Condensed Consolidating Information - As discussed further in the Company's 2014 Annual Report on Form 10-K, during preparation of the December 31, 2014 financial statements, management determined that certain amounts in the Company’s condensed consolidating financial information as previously presented in this Guarantor And Non-Guarantor Subsidiaries footnote for the period ended June 30, 2014 was not presented in accordance with the requirements of Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). The accompanying financial information related to the period ended June 30, 2014 has therefore been revised to correct the historical presentation. The revisions primarily relate to the following items:
 	 	
•	(Benefit) provision for income taxes - Excess provision for income taxes was allocated to Clean Harbors, Inc. and under allocated to U.S. Guarantor Subsidiaries.	

•	Equity in earnings of subsidiaries, net of tax - interest expense resulting from transactions between the U.S. Guarantor Subsidiaries and Foreign Non-Guarantor Subsidiaries was incorrectly excluded in the application of the equity method of accounting required by Rule 3-10 resulting in an overstatement of equity in earnings of subsidiaries, net of tax, as reflected in the financial information for the U.S. Guarantor Subsidiaries.	

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These revisions impacted the condensed consolidating information for the period ended June 30, 2014 as presented in this footnote only and did not affect any of the Company's consolidated financial statements or ratios based thereon. There was no impact to the Company's loan covenants as a result of these corrections.
Following is the condensed consolidating balance sheet at June 30, 2015 (in thousands):

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

 	 	 	

Cash and cash equivalents	$	4,208	
 	 	$	80,577	
 	 	$	88,836	
 	 	$	—	
 	 	$	173,621	
 	
Intercompany receivables	148,955	
 	 	167,764	
 	 	44,974	
 	 	(361,693	)	 	—	
 	
Accounts receivable, net	—	
 	 	564,232	
 	 	120,643	
 	 	—	
 	 	684,875	
 	
Other current assets	—	
 	 	222,344	
 	 	82,477	
 	 	—	
 	 	304,821	
 	
Property, plant and equipment, net	—	
 	 	1,042,907	
 	 	519,347	
 	 	—	
 	 	1,562,254	
 	
Investments in subsidiaries	2,604,599	
 	 	584,040	
 	 	—	
 	 	(3,188,639	)	 	—	
 	
Intercompany debt receivable	—	
 	 	304,894	
 	 	3,701	
 	 	(308,595	)	 	—	
 	
Goodwill	—	
 	 	358,108	
 	 	94,750	
 	 	—	
 	 	452,858	
 	
Permits and other intangibles, net	—	
 	 	449,904	
 	 	84,717	
 	 	—	
 	 	534,621	
 	
Other long-term assets	15,162	
 	 	12,591	
 	 	5,834	
 	 	—	
 	 	33,587	
 	
Total assets	$	2,772,924	
 	 	$	3,787,361	
 	 	$	1,045,279	
 	 	$	(3,858,927	)	 	$	3,746,637	
 	
Liabilities and Stockholders’ Equity:	 	

 	 	 	

Current liabilities	$	20,758	
 	 	$	591,678	
 	 	$	84,758	
 	 	$	—	
 	 	$	697,194	
 	
Intercompany payables	180,029	
 	 	179,685	
 	 	1,979	
 	 	(361,693	)	 	—	
 	
Closure, post-closure and remedial liabilities, net	—	
 	 	151,308	
 	 	22,994	
 	 	—	
 	 	174,302	
 	
Long-term obligations	1,395,000	
 	 	—	
 	 	—	
 	 	—	
 	 	1,395,000	
 	
Intercompany debt payable	3,701	
 	 	—	
 	 	304,894	
 	 	(308,595	)	 	—	
 	
Other long-term liabilities	—	
 	 	260,091	
 	 	46,614	
 	 	—	
 	 	306,705	
 	
Total liabilities	1,599,488	
 	 	1,182,762	
 	 	461,239	
 	 	(670,288	)	 	2,573,201	
 	
Stockholders’ equity	1,173,436	
 	 	2,604,599	
 	 	584,040	
 	 	(3,188,639	)	 	1,173,436	
 	
Total liabilities and stockholders’ equity	$	2,772,924	
 	 	$	3,787,361	
 	 	$	1,045,279	
 	 	$	(3,858,927	)	 	$	3,746,637	

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Following is the condensed consolidating balance sheet at December 31, 2014 (in thousands):

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

 	 	 	

Cash and cash equivalents	$	1,006	
 	 	$	154,147	
 	 	$	91,726	
 	 	$	—	
 	 	$	246,879	
 	
Intercompany receivables	133,219	
 	 	156,920	
 	 	39,724	
 	 	(329,863	)	 	—	
 	
Accounts receivables	—	
 	 	414,205	
 	 	142,926	
 	 	—	
 	 	557,131	
 	
Other current assets	—	
 	 	241,232	
 	 	81,191	
 	 	—	
 	 	322,423	
 	
Property, plant and equipment, net	—	
 	 	970,757	
 	 	588,077	
 	 	—	
 	 	1,558,834	
 	
Investments in subsidiaries	2,694,727	
 	 	663,191	
 	 	—	
 	 	(3,357,918	)	 	—	
 	
Intercompany debt receivable	—	
 	 	327,634	
 	 	3,701	
 	 	(331,335	)	 	—	
 	
Goodwill	—	
 	 	324,930	
 	 	127,739	
 	 	—	
 	 	452,669	
 	
Permits and other intangibles, net	—	
 	 	435,906	
 	 	94,174	
 	 	—	
 	 	530,080	
 	
Other long-term assets	16,801	
 	 	12,959	
 	 	6,502	
 	 	—	
 	 	36,262	
 	
Total assets	$	2,845,753	
 	 	$	3,701,881	
 	 	$	1,175,760	
 	 	$	(4,019,116	)	 	$	3,704,278	
 	
Liabilities and Stockholders’ Equity:	 	

 	 	 	

Current liabilities	$	20,820	
 	 	$	444,059	
 	 	$	107,592	
 	 	$	—	
 	 	$	572,471	
 	
Intercompany payables	163,361	
 	 	164,231	
 	 	2,271	
 	 	(329,863	)	 	—	
 	
Closure, post-closure and remedial liabilities, net	—	
 	 	158,622	
 	 	25,109	
 	 	—	
 	 	183,731	
 	
Long-term obligations	1,395,000	
 	 	—	
 	 	—	
 	 	—	
 	 	1,395,000	
 	
Intercompany debt payable	3,701	
 	 	—	
 	 	327,634	
 	 	(331,335	)	 	—	
 	
Other long-term liabilities	—	
 	 	240,242	
 	 	49,963	
 	 	—	
 	 	290,205	
 	
Total liabilities	1,582,882	
 	 	1,007,154	
 	 	512,569	
 	 	(661,198	)	 	2,441,407	
 	
Stockholders’ equity	1,262,871	
 	 	2,694,727	
 	 	663,191	
 	 	(3,357,918	)	 	1,262,871	
 	
Total liabilities and stockholders’ equity	$	2,845,753	
 	 	$	3,701,881	
 	 	$	1,175,760	
 	 	$	(4,019,116	)	 	$	3,704,278	

21

Table of Contents

Following is the consolidating statement of income (loss) for the three months ended June 30, 2015 (in thousands):

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

Service revenues	$	—	
 	 	$	628,408	
 	 	$	190,657	
 	 	$	(17,718	)	 	$	801,347	
 	
Product revenues	—	
 	 	115,335	
 	 	22,444	
 	 	(2,898	)	 	134,881	
 	
   Total revenues	—	
 	 	743,743	
 	 	213,101	
 	 	(20,616	)	 	936,228	
 	
Cost of revenues (exclusive of items shown separately below)	 	 	 	 	 	 	 	 	

Service cost of revenues	—	
 	 	415,111	
 	 	147,477	
 	 	(17,718	)	 	544,870	
 	
Product cost of revenues	—	
 	 	98,258	
 	 	12,458	
 	 	(2,898	)	 	107,818	
 	
   Total cost of revenues	—	
 	 	513,369	
 	 	159,935	
 	 	(20,616	)	 	652,688	
 	
Selling, general and administrative expenses	25	
 	 	93,677	
 	 	26,716	
 	 	—	
 	 	120,418	
 	
Accretion of environmental liabilities	—	
 	 	2,287	
 	 	312	
 	 	—	
 	 	2,599	
 	
Depreciation and amortization	—	
 	 	44,602	
 	 	23,171	
 	 	—	
 	 	67,773	
 	
Goodwill impairment charge	—	
 	 	4,164	
 	 	27,828	
 	 	—	
 	 	31,992	
 	
(Loss) income from operations	(25	)	 	85,644	
 	 	(24,861	)	 	—	
 	 	60,758	
 	
Other income (expense)	—	
 	 	168	
 	 	(828	)	 	—	
 	 	(660	)	
Interest (expense) income	(19,652	)	 	324	
 	 	79	
 	 	—	
 	 	(19,249	)	
Equity in earnings of subsidiaries, net of taxes	22,201	
 	 	(29,550	)	 	—	
 	 	7,349	
 	 	—	
 	
Intercompany interest income (expense)	—	
 	 	6,036	
 	 	(6,036	)	 	—	
 	 	—	
 	
Income (loss) before provision for income taxes	2,524	
 	 	62,622	
 	 	(31,646	)	 	7,349	
 	 	40,849	
 	
(Benefit) provision for income taxes	(7,871	)	 	40,421	
 	 	(2,096	)	 	—	
 	 	30,454	
 	
Net income (loss)	10,395	
 	 	22,201	
 	 	(29,550	)	 	7,349	
 	 	10,395	
 	
Other comprehensive income	12,231	
 	 	12,231	
 	 	8,061	
 	 	(20,292	)	 	12,231	
 	
Comprehensive income (loss)	$	22,626	
 	 	$	34,432	
 	 	$	(21,489	)	 	$	(12,943	)	 	$	22,626	

22

Table of Contents

Following is the consolidating statement of income (loss) for the three months ended June 30, 2014 (in thousands):

 	Clean
Harbors, Inc.	 	U.S. Guarantor
Subsidiaries	 	Foreign
Non-Guarantor
Subsidiaries	 	Consolidating
Adjustments	 	Total	
Revenues	 	 	 	 	 	 	 	 	 	
Service revenues	$	—	
 	 	$	478,977	
 	 	$	193,729	
 	 	$	(7,431	)	 	$	665,275	
 	
Product revenues	—	
 	 	152,214	
 	 	43,136	
 	 	(2,145	)	 	193,205	
 	
   Total revenues	—	
 	 	631,191	
 	 	236,865	
 	 	(9,576	)	 	858,480	
 	
Cost of revenues (exclusive of items shown separately below)	 	 	 	 	 	 	 	 	 	
Service cost of revenues	—	
 	 	320,143	
 	 	133,045	
 	 	(7,431	)	 	445,757	
 	
Product cost of revenues	—	
 	 	119,106	
 	 	44,232	
 	 	(2,145	)	 	161,193	
 	
   Total cost of revenues	—	
 	 	439,249	
 	 	177,277	
 	 	(9,576	)	 	606,950	
 	
Selling, general and administrative expenses	26	
 	 	82,603	
 	 	33,102	
 	 	—	
 	 	115,731	
 	
Accretion of environmental liabilities	—	
 	 	2,255	
 	 	354	
 	 	—	
 	 	2,609	
 	
Depreciation and amortization	—	
 	 	41,383	
 	 	24,692	
 	 	—	
 	 	66,075	
 	
(Loss) income from operations	(26	)	 	65,701	
 	 	1,440	
 	 	—	
 	 	67,115	
 	
Other expense	—	
 	 	(458	)	 	(197	)	 	—	
 	 	(655	)	
Interest (expense) income	(19,612	)	 	218	
 	 	12	
 	 	—	
 	 	(19,382	)	
Equity in earnings of subsidiaries, net of taxes	40,455	
 	 	(5,645	)	 	—	
 	 	(34,810	)	 	—	
 	
Intercompany dividend income	—	
 	 	—	
 	 	3,138	
 	 	(3,138	)	 	—	
 	
Intercompany interest income (expense)	—	
 	 	9,163	
 	 	(9,163	)	 	—	
 	 	—	
 	
Income before (benefit) provision for income taxes	20,817	
 	 	68,979	
 	 	(4,770	)	 	(37,948	)	 	47,078	
 	
(Benefit) provision for income taxes	(7,855	)	 	28,524	
 	 	(2,263	)	 	—	
 	 	18,406	
 	
Net income (loss)	28,672	
 	 	40,455	
 	 	(2,507	)	 	(37,948	)	 	28,672	
 	
Other comprehensive income (loss)	36,056	
 	 	36,056	
 	 	(42,927	)	 	6,871	
 	 	36,056	
 	
Comprehensive income (loss)	$	64,728	
 	 	$	76,511	
 	 	$	(45,434	)	 	$	(31,077	)	 	$	64,728	

    

23

Table of Contents

Following is the consolidating statement of income (loss) for the six months ended June 30, 2015 (in thousands):    

 	Clean
Harbors, Inc.	 	U.S. Guarantor
Subsidiaries	 	Foreign
Non-Guarantor
Subsidiaries	 	Consolidating
Adjustments	 	Total	
Revenues	 	 	 	 	 	 	 	 	 	
Service revenues	$	—	
 	 	$	1,046,925	
 	 	$	384,110	
 	 	$	(33,358	)	 	$	1,397,677	
 	
Product revenues	—	
 	 	231,871	
 	 	45,648	
 	 	(6,469	)	 	271,050	
 	
   Total revenues	—	
 	 	1,278,796	
 	 	429,758	
 	 	(39,827	)	 	1,668,727	
 	
Cost of revenues (exclusive of items shown separately below)	 	 	 	 	 	 	 	 	 	
Service cost of revenues	—	
 	 	692,713	
 	 	301,905	
 	 	(33,358	)	 	961,260	
 	
Product cost of revenues	—	
 	 	213,544	
 	 	30,860	
 	 	(6,469	)	 	237,935	
 	
   Total cost of revenues	—	
 	 	906,257	
 	 	332,765	
 	 	(39,827	)	 	1,199,195	
 	
Selling, general and administrative expenses	50	
 	 	174,661	
 	 	53,422	
 	 	—	
 	 	228,133	
 	
Accretion of environmental liabilities	—	
 	 	4,593	
 	 	625	
 	 	—	
 	 	5,218	
 	
Depreciation and amortization	—	
 	 	90,403	
 	 	45,726	
 	 	—	
 	 	136,129	
 	
Goodwill impairment charge	—	
 	 	4,164	
 	 	27,828	
 	 	—	
 	 	31,992	
 	
(Loss) income from operations	(50	)	 	98,718	
 	 	(30,608	)	 	—	
 	 	68,060	
 	
Other income (expense)	—	
 	 	279	
 	 	(530	)	 	—	
 	 	(251	)	
Interest (expense) income	(39,291	)	 	502	
 	 	102	
 	 	—	
 	 	(38,687	)	
Equity in earnings of subsidiaries, net of taxes	26,910	
 	 	(36,579	)	 	—	
 	 	9,669	
 	 	—	
 	
Intercompany interest income (expense)	—	
 	 	12,013	
 	 	(12,013	)	 	—	
 	 	—	
 	
(Loss) income before (benefit) provision for income taxes	(12,431	)	 	74,933	
 	 	(43,049	)	 	9,669	
 	 	29,122	
 	
(Benefit) provision for income taxes	(15,737	)	 	48,023	
 	 	(6,470	)	 	 	 	25,816	
 	
Net income (loss)	3,306	
 	 	26,910	
 	 	(36,579	)	 	9,669	
 	 	3,306	
 	
Other comprehensive loss	(65,172	)	 	(65,172	)	 	(42,574	)	 	107,746	
 	 	(65,172	)	
Comprehensive loss	$	(61,866	)	 	$	(38,262	)	 	$	(79,153	)	 	$	117,415	
 	 	$	(61,866	)	

24

Table of Contents

Following is the consolidating statement of income for the six months ended June 30, 2014 (in thousands):

 	Clean
Harbors, Inc.	 	U.S. Guarantor
Subsidiaries	 	Foreign
Non-Guarantor
Subsidiaries	 	Consolidating
Adjustments	 	Total	
Revenues	 	 	 	 	 	 	 	 	 	
Service revenues	$	—	
 	 	$	924,880	
 	 	$	411,900	
 	 	$	(11,410	)	 	$	1,325,370	
 	
Product revenues	—	
 	 	287,417	
 	 	95,630	
 	 	(3,270	)	 	379,777	
 	
   Total revenues	—	
 	 	1,212,297	
 	 	507,530	
 	 	(14,680	)	 	1,705,147	
 	
Cost of revenues (exclusive of items shown separately below)	 	 	 	 	 	 	 	 	 	
Service cost of revenues	—	
 	 	626,433	
 	 	297,533	
 	 	(11,410	)	 	912,556	
 	
Product cost of revenues	—	
 	 	234,363	
 	 	89,020	
 	 	(3,270	)	 	320,113	
 	
   Total cost of revenues	—	
 	 	860,796	
 	 	386,553	
 	 	(14,680	)	 	1,232,669	
 	
Selling, general and administrative expenses	57	
 	 	170,178	
 	 	64,458	
 	 	—	
 	 	234,693	
 	
Accretion of environmental liabilities	—	
 	 	4,636	
 	 	697	
 	 	—	
 	 	5,333	
 	
Depreciation and amortization	—	
 	 	84,191	
 	 	51,240	
 	 	—	
 	 	135,431	
 	
(Loss) income from operations	(57	)	 	92,496	
 	 	4,582	
 	 	—	
 	 	97,021	
 	
Other income	—	
 	 	124	
 	 	3,399	
 	 	—	
 	 	3,523	
 	
Interest (expense) income	(39,346	)	 	452	
 	 	(42	)	 	—	
 	 	(38,936	)	
Equity in earnings of subsidiaries, net of taxes	61,274	
 	 	(6,164	)	 	—	
 	 	(55,110	)	 	—	
 	
Intercompany dividend income	—	
 	 	—	
 	 	6,238	
 	 	(6,238	)	 	—	
 	
Intercompany interest income (expense)	—	
 	 	18,220	
 	 	(18,220	)	 	—	
 	 	—	
 	
Income before (benefit) provision for income taxes	21,871	
 	 	105,128	
 	 	(4,043	)	 	(61,348	)	 	61,608	
 	
(Benefit) provision for income taxes	(15,761	)	 	43,854	
 	 	(4,117	)	 	—	
 	 	23,976	
 	
Net income	37,632	
 	 	61,274	
 	 	74	
 	 	(61,348	)	 	37,632	
 	
Other comprehensive loss	(5,469	)	 	(5,469	)	 	(23,245	)	 	28,714	
 	 	(5,469	)	
Comprehensive income (loss)	$	32,163	
 	 	$	55,805	
 	 	$	(23,171	)	 	$	(32,634	)	 	$	32,163	

25

Table of Contents

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2015 (in thousands):

 	Clean
Harbors, Inc.	 	U.S. Guarantor
Subsidiaries	 	Foreign
Non-Guarantor
Subsidiaries	 	Consolidating Adjustments	 	Total	
Net cash from operating activities	$	4,913	
 	 	$	158,241	
 	 	$	30,661	
 	 	$	—	
 	 	$	193,815	
 	
Cash flows used in investing activities:	 	

 	 	 	 	 	
 	
Additions to property, plant and equipment	—	
 	 	(104,068	)	 	(20,077	)	 	—	
 	 	(124,145	)	
Proceeds from sales of fixed assets	—	
 	 	368	
 	 	2,278	
 	 	—	
 	 	2,646	
 	
Acquisitions, net of cash acquired	—	
 	 	(79,610	)	 	—	
 	 	—	
 	 	(79,610	)	
Costs to obtain or renew permits	—	
 	 	(4	)	 	(3,084	)	 	—	
 	 	(3,088	)	
Intercompany	—	
 	 	(31,830	)	 	
 	
 	 	31,830	
 	 	—	
 	
Net cash used in investing activities	—	
 	 	(215,144	)	 	(20,883	)	 	31,830	
 	 	(204,197	)	
 	 	 	 	 	 	 	 	 	 	
Cash flows used in financing activities:	 	

 	 	 	 	 	
 	
Change in uncashed checks	—	
 	 	(16,474	)	 	(5,686	)	 	—	
 	 	(22,160	)	
Exercise of stock options	397	
 	 	—	
 	 	—	
 	 	—	
 	 	397	
 	
Issuance of restricted shares, net of shares remitted	(1,837	)	 	—	
 	 	—	
 	 	—	
 	 	(1,837	)	
Repurchases of common stock	(32,203	)	 	—	
 	 	—	
 	 	—	
 	 	(32,203	)	
Excess tax benefit of stock-based compensation	102	
 	 	—	
 	 	—	
 	 	—	
 	 	102	
 	
Payments on capital leases	—	
 	 	(193	)	 	(278	)	 	—	
 	 	(471	)	
Intercompany	31,830	
 	 	—	
 	 	—	
 	 	(31,830	)	 	—	
 	
Net cash used in financing activities	(1,711	)	 	(16,667	)	 	(5,964	)	 	(31,830	)	 	(56,172	)	
Effect of exchange rate change on cash	—	
 	 	—	
 	 	(6,704	)	 	—	
 	 	(6,704	)	
Increase (decrease) in cash and cash equivalents	3,202	
 	 	(73,570	)	 	(2,890	)	 	—	
 	 	(73,258	)	
Cash and cash equivalents, beginning of period	1,006	
 	 	154,147	
 	 	91,726	
 	 	—	
 	 	246,879	
 	
Cash and cash equivalents, end of period	$	4,208	
 	 	$	80,577	
 	 	$	88,836	
 	 	$	—	
 	 	$	173,621	

26

Table of Contents

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2014 (in thousands):

 	Clean
Harbors, Inc.	 	U.S. Guarantor
Subsidiaries	 	Foreign
Non-Guarantor
Subsidiaries	 	Consolidating Adjustments	 	Total	
Net cash (used in) from operating activities	$	(18,161	)	 	$	103,662	
 	 	$	48,084	
 	 	$	(18,641	)	 	$	114,944	
 	
Cash flows used in investing activities:	 	

 	 	 	 	 	
 	
Additions to property, plant and equipment	—	
 	 	(90,515	)	 	(47,671	)	 	—	
 	 	(138,186	)	
Proceeds from sale of fixed assets	—	
 	 	1,015	
 	 	1,971	
 	 	—	
 	 	2,986	
 	
Acquisitions, net of cash acquired	—	
 	 	(6,150	)	 	—	
 	 	—	
 	 	(6,150	)	
Costs to obtain or renew permits	—	
 	 	(477	)	 	(2,414	)	 	—	
 	 	(2,891	)	
Proceeds from sale of long term investments	—	
 	 	—	
 	 	12,947	
 	 	—	
 	 	12,947	
 	
Intercompany	—	
 	 	(35,025	)	 	—	
 	 	35,025	
 	 	—	
 	
Net cash used in investing activities	—	
 	 	(131,152	)	 	(35,167	)	 	35,025	
 	 	(131,294	)	
 	 	 	 	 	 	 	 	 	 	
Cash flows from (used in) financing activities:	 	

 	 	 	 	 	
 	
Change in uncashed checks	—	
 	 	4,595	
 	 	(1,433	)	 	—	
 	 	3,162	
 	
Proceeds from employee stock purchase plan	4,364	
 	 	—	
 	 	—	
 	 	—	
 	 	4,364	
 	
Issuance of restricted shares, net of shares remitted	(2,215	)	 	—	
 	 	—	
 	 	—	
 	 	(2,215	)	
Repurchases of common stock	(14,657	)	 	—	
 	 	—	
 	 	—	
 	 	(14,657	)	
Excess tax benefit of stock-based compensation	644	
 	 	—	
 	 	—	
 	 	—	
 	 	644	
 	
Repayment of long-term obligations	(5,000	)	 	—	
 	 	—	
 	 	—	
 	 	(5,000	)	
Payments of capital leases	—	
 	 	(87	)	 	(1,103	)	 	—	
 	 	(1,190	)	
Dividends paid	—	
 	 	(18,641	)	 	—	
 	 	18,641	
 	 	—	
 	
Intercompany	35,025	
 	 	—	
 	 	—	
 	 	(35,025	)	 	—	
 	
Net cash from (used in) financing activities	18,161	
 	 	(14,133	)	 	(2,536	)	 	(16,384	)	 	(14,892	)	
Effect of exchange rate change on cash	—	
 	 	—	
 	 	(187	)	 	—	
 	 	(187	)	
Decrease in cash and cash equivalents	—	
 	 	(41,623	)	 	10,194	
 	 	—	
 	 	(31,429	)	
Cash and cash equivalents, beginning of period	1,006	
 	 	235,445	
 	 	73,622	
 	 	—	
 	 	310,073	
 	
Cash and cash equivalents, end of period	$	1,006	
 	 	$	193,822	
 	 	$	83,816	
 	 	$	—	
 	 	$	278,644	

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ITEM 2.                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  
Forward-Looking Statements 
In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2014, under Item 1A, “Risk Factors,” included in Part II—Other Information in this report, and in other documents we file from time to time with the SEC.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
Overview

We are North America’s leading provider of environmental, energy and industrial services. We serve a diverse customer base, including a majority of the Fortune 500, across the chemical, energy, manufacturing and additional markets, as well as numerous government agencies. These customers rely on us to deliver a broad range of services including but not limited to end-to-end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling services. Through our acquisition in December 2012 of Safety-Kleen, Inc. ("Safety-Kleen"), we are also the largest re-refiner and recycler of used oil in the world and the largest provider of parts cleaning and environmental services to commercial, industrial and automotive customers in North America. As discussed in Note 3 to the unaudited financial statements, on April 11, 2015, we acquired Thermo Fluids Inc. ("TFI") for an estimated preliminary acquisition price of approximately $77.1 million. Results of this business are included in the SK Environmental Services segment.    

Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA as described more fully below. The following is a discussion of how management evaluates its segments in regards to other factors including key performance indicators that management uses to assess the segments’ results as well as certain macroeconomic trends and influences that impact each reportable segment:
 	 	
•	Technical Services - Technical Services segment results are predicated upon the demand by our customers for waste services directly attributable to waste volumes generated by them and the existence of project work contracted by the Technical Services segment and/or other segments of Clean Harbors whereby waste handling and/or disposal is required. In managing the business and evaluating performance, management tracks the volumes of waste handled and disposed of through our owned incinerators and landfills as well as the utilization of such incinerators. Levels of activity and ultimate performance associated with this segment can be impacted by inherent seasonality in the business and weather conditions, market conditions and overall levels of industrial activity, efficiency of our operations, competition and market pricing of our services and the management of our related operating costs.	

•	Industrial and Field Services - Industrial and Field Services segment results are impacted by the demand for planned and unplanned industrial related cleaning and maintenance services at customer sites and the requirement for environmental cleanup services on a scheduled or emergency basis, including response to national events such as major oil spills, natural disasters or other events where immediate and specialized services are pertinent. Management considers the number of plant sites where services are contracted and expected site turnaround schedules to be indicators of the businesses’ performance along with the existence of local or national events.	

•	Oil Re-refining and Recycling - Oil Re-refining and Recycling results are significantly impacted by the overall market pricing and product mix associated with base and blended oil products and more specifically the published prices of Group II base oils which historically have seen correlation with overall crude oil prices which experienced significant declines in the second half 2014. Costs associated with used oils, which are raw materials associated with the segment’s products, can also be volatile as was the case for much of 2014 when such costs were disconnected from market pricing of the based and blended oil products sold by the segment.	

•	SK Environmental Services - SK Environmental Services segment results are significantly impacted by the number of parts washers serviced by the business and the ability to attract small quantity waste producers as customers and integrate them into the Clean Harbors waste network. Performance is also predicated upon the segment management’s	

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ability to manage related costs associated with transportation and the servicing of customers and successfully managing costs associated with the collection of used oils which are then sold to the Oil Re-refining and Recycling segment.
 	 	
•	Lodging Services - Lodging Services segment results are dependent upon levels of construction and maintenance activity associated with the oil and related industries in the Oil Sands and other regions of Western Canada in which our camps and lodges operate. Levels of overall activity in these regions drive the demand and related pricing for lodging and camp accommodations and related services. Given that segment operations are located entirely in Canada the impact of foreign currency translations which result from changes in the exchange rates between the U.S. and Canadian dollar can significantly impact the amounts associated with overall business results.	

•	Oil and Gas Field Services - Oil and Gas Field Services segment results are significantly impacted by overall levels of oil and gas related exploration, drilling activity and production in North America. The levels of such exploration, drilling activity and production are largely dependent upon the number of oil rigs in operation as well as global and North American oil prices on which such activity levels are strongly predicated. Crude oil prices saw declines of approximately 50% in the second half of 2014 and remain at these lower levels thus far in 2015. This recent oil price volatility and future price uncertainty has resulted in lower activity levels which are negatively impacting the business’ results. The majority of the segments operations are in Canada and therefore the impacts of US to Canadian dollar foreign currency translation also significantly impact the segment’s results.	

On May 6, 2015, the Company announced that it has expanded its planned carve-out to include the entire Lodging Services segment. The Company previously announced that it intended to include only the drilling-related mobile assets as part of the expected standalone public entity, along with the Oil and Gas Field Services segment. Timing could take more than 12 months and completion of the carve-out is subject to certain conditions including, but not limited to, market conditions, determination of the most advantageous structure from a financial and tax standpoint, overall costs to our Company, receipt of regulatory approvals, compliance with our debt covenants, the effectiveness of securities laws filings and final approval by our board of directors. There can be no assurance regarding the ultimate structure and timing of the proposed transaction or whether the transaction will be completed.

Highlights

Total revenues in the three and six months ended June 30, 2015 were $936.2 million and $1,668.7 million, respectively, compared with $858.5 million and $1,705.1 million in the three and six months ended June 30, 2014, respectively. The increase in revenues for the three month period ended June 30, 2015 was attributable to significant revenues earned by the Industrial and Field Services segment from emergency response projects which occurred in the second quarter of 2015. The decrease in total revenues for the six months ended June 30, 2015 was primarily due to decreases in our Oil and Gas Field Services and Lodging Services Segments whose operations are predominantly located in Canada and have been negatively impacted by the current downturn in oil related industries. Macroeconomic factors in the base oil markets which have driven base oil pricing downward also negatively impacted revenues recorded in 2015 by the Oil Re-refining and Recycling Segment. The weakening Canadian Dollar and related effects of foreign currency translation on our Canadian business operations negatively impacted direct revenues by approximately $24.0 million and $48.3 million, respectively, in the three and six months ended June 30, 2015 as compared to the comparable periods in 2014. Changes in segment revenues are more fully described in our Segment performance section below. We reported income from operations for the three and six months ended June 30, 2015 of $60.8 million and $68.1 million, respectively, compared with income from operations of $67.1 million and $97.0 million in the three and six months ended June 30, 2014, respectively. Adjusted EBITDA for the three months ended June 30, 2015 increased 20.1% to $163.1 million from $135.8 million in the three months ended June 30, 2014 and increased 1.5% to $241.4 million in the six months ended June 30, 2015 from $237.8 million in the six months ended June 30, 2014. Additional information, including a reconciliation of Adjusted EBITDA to Net income, appears below under the heading  "Adjusted EBITDA."

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Segment performance

Performance of our segments is evaluated on several factors of which the primary financial measure is Adjusted EBITDA. The following tables set forth certain operating data associated with our results of operations and summarize Adjusted EBITDA contribution by reportable segment for the three and six months ended June 30, 2015 and 2014 (in thousands).

 	Summary of Operations (in thousands)	
 	For the Three Months Ended	 	For the Six Months Ended	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Third Party Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Technical Services	$	248,025	
 	 	$	256,798	
 	 	$	(8,773	)	 	(3.4)%	 	$	488,350	
 	 	$	493,579	
 	 	$	(5,229	)	 	(1.1)%	
Industrial and Field Services	353,329	
 	 	185,154	
 	 	168,175	
 	 	90.8	 	500,197	
 	 	347,114	
 	 	153,083	
 	 	44.1	
Oil Re-refining and Recycling	99,104	
 	 	144,016	
 	 	(44,912	)	 	(31.2)	 	195,911	
 	 	272,937	
 	 	(77,026	)	 	(28.2)	
SK Environmental Services	175,876	
 	 	171,324	
 	 	4,552	
 	 	2.7	 	336,560	
 	 	332,712	
 	 	3,848	
 	 	1.2	
Lodging Services	21,171	
 	 	42,872	
 	 	(21,701	)	 	(50.6)	 	55,275	
 	 	99,566	
 	 	(44,291	)	 	(44.5)	
Oil and Gas Field Services	38,617	
 	 	58,177	
 	 	(19,560	)	 	(33.6)	 	92,204	
 	 	158,949	
 	 	(66,745	)	 	(42.0)	
Corporate Items	106	
 	 	139	
 	 	(33	)	 	(23.7)	 	230	
 	 	290	
 	 	(60	)	 	20.7	
Total	$	936,228	
 	 	$	858,480	
 	 	$	77,748	
 	 	9.1%	 	$	1,668,727	
 	 	$	1,705,147	
 	 	$	(36,420	)	 	(2.1)%	
Direct Revenues:	 	

 	 	 	 	 	 	 	 	 	
 	 	 	
Technical Services	$	287,422	
 	 	$	297,658	
 	 	$	(10,236	)	 	(3.4)%	 	$	563,948	
 	 	$	572,272	
 	 	$	(8,324	)	 	(1.5)%	
Industrial and Field Services	341,698	
 	 	174,143	
 	 	167,555	
 	 	96.2	 	482,083	
 	 	324,500	
 	 	157,583	
 	 	48.6	
Oil Re-refining and Recycling	77,675	
 	 	89,150	
 	 	(11,475	)	 	(12.9)	 	156,224	
 	 	169,955	
 	 	(13,731	)	 	(8.1)	
SK Environmental Services	167,077	
 	 	194,631	
 	 	(27,554	)	 	(14.2)	 	316,179	
 	 	375,918	
 	 	(59,739	)	 	(15.9)	
Lodging Services	22,243	
 	 	43,797	
 	 	(21,554	)	 	(49.2)	 	56,528	
 	 	100,886	
 	 	(44,358	)	 	(44.0)	
Oil and Gas Field Services	40,811	
 	 	59,774	
 	 	(18,963	)	 	(31.7)	 	95,739	
 	 	162,647	
 	 	(66,908	)	 	(41.1)	
Corporate Items	(698	)	 	(673	)	 	(25	)	 	(3.7)	 	(1,974	)	 	(1,031	)	 	(943	)	 	(91.5)	
Total	936,228	
 	 	858,480	
 	 	77,748	
 	 	9.1	 	1,668,727	
 	 	1,705,147	
 	 	(36,420	)	 	(2.1)	
Cost of Revenues(1):	 	

 	 	 	 	 	 	 	 	 	
 	 	 	
Technical Services	189,504	
 	 	191,875	
 	 	(2,371	)	 	(1.2)	 	379,044	
 	 	381,650	
 	 	(2,606	)	 	(0.7)	
Industrial and Field Services	250,843	
 	 	129,603	
 	 	121,240	
 	 	93.5	 	365,262	
 	 	249,167	
 	 	116,095	
 	 	46.6	
Oil Re-refining and Recycling	57,309	
 	 	69,718	
 	 	(12,409	)	 	(17.8)	 	135,533	
 	 	133,827	
 	 	1,706	
 	 	1.3	
SK Environmental Services	99,526	
 	 	137,199	
 	 	(37,673	)	 	(27.5)	 	194,056	
 	 	267,472	
 	 	(73,416	)	 	(27.4)	
Lodging Services	16,924	
 	 	26,630	
 	 	(9,706	)	 	(36.4)	 	42,684	
 	 	64,563	
 	 	(21,879	)	 	(33.9)	
Oil and Gas Field Services	37,310	
 	 	51,286	
 	 	(13,976	)	 	(27.3)	 	84,723	
 	 	130,435	
 	 	(45,712	)	 	(35.0)	
Corporate Items	1,272	
 	 	639	
 	 	633	
 	 	99.1	 	(2,107	)	 	5,555	
 	 	(7,662	)	 	(137.9)	
Total	652,688	
 	 	606,950	
 	 	45,738	
 	 	7.5	 	1,199,195	
 	 	1,232,669	
 	 	(33,474	)	 	(2.7)	
Selling, General & Administrative Expenses:	 	

 	 	 	 	 	 	 	 	 	
 	 	 	
Technical Services	21,110	
 	 	21,486	
 	 	(376	)	 	(1.7)	 	44,695	
 	 	44,148	
 	 	547	
 	 	1.2	
Industrial and Field Services	17,774	
 	 	13,824	
 	 	3,950	
 	 	28.6	 	33,431	
 	 	28,245	
 	 	5,186	
 	 	18.4	
Oil Re-refining and Recycling	4,542	
 	 	4,236	
 	 	306	
 	 	7.2	 	9,343	
 	 	8,349	
 	 	994	
 	 	11.9	
SK Environmental Services	26,356	
 	 	26,125	
 	 	231	
 	 	0.9	 	53,679	
 	 	54,314	
 	 	(635	)	 	(1.2)	
Lodging Services	1,467	
 	 	1,680	
 	 	(213	)	 	(12.7)	 	3,082	
 	 	3,099	
 	 	(17	)	 	(0.5)	
Oil and Gas Field Services	5,683	
 	 	6,676	
 	 	(993	)	 	(14.9)	 	11,795	
 	 	14,069	
 	 	(2,274	)	 	(16.2)	
Corporate Items	43,486	
 	 	41,704	
 	 	1,782	
 	 	4.3	 	72,108	
 	 	82,469	
 	 	(10,361	)	 	(12.6)	
Total	120,418	
 	 	115,731	
 	 	4,687	
 	 	4.0	 	228,133	
 	 	234,693	
 	 	(6,560	)	 	(2.8)	
Adjusted EBITDA:	 	

 	 	 	 	 	 	 	 	 	
 	 	 	
Technical Services	76,808	
 	 	84,297	
 	 	(7,489	)	 	(8.9)	 	140,209	
 	 	146,474	
 	 	(6,265	)	 	(4.3)	
Industrial and Field Services	73,081	
 	 	30,716	
 	 	42,365	
 	 	137.9	 	83,390	
 	 	47,088	
 	 	36,302	
 	 	77.1	
Oil Re-refining and Recycling	15,824	
 	 	15,196	
 	 	628	
 	 	4.1	 	11,348	
 	 	27,779	
 	 	(16,431	)	 	(59.1)	
SK Environmental Services	41,195	
 	 	31,307	
 	 	9,888	
 	 	31.6	 	68,444	
 	 	54,132	
 	 	14,312	
 	 	26.4	
Lodging Services	3,852	
 	 	15,487	
 	 	(11,635	)	 	(75.1)	 	10,762	
 	 	33,224	
 	 	(22,462	)	 	(67.6)	
Oil and Gas Field Services	(2,182	)	 	1,812	
 	 	(3,994	)	 	(220.4)	 	(779	)	 	18,143	
 	 	(18,922	)	 	(104.3)	
Corporate Items	(45,456	)	 	(43,016	)	 	(2,440	)	 	(5.7)	 	(71,975	)	 	(89,055	)	 	17,080	
 	 	19.2	
Total	$	163,122	
 	 	$	135,799	
 	 	$	27,323	
 	 	20.1%	 	$	241,399	
 	 	$	237,785	
 	 	$	3,614	
 	 	1.5%	
______________________
 	 	
1.	Cost of revenue is shown exclusive of items shown separately on the statements of income which consist of (i) accretion of environmental liabilities and (ii) depreciation and amortization.	

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Third Party and Direct Revenues

In certain instances the revenues recorded by Clean Harbors are earned as part of projects whereby services or manufacturing of products are provided by more than one of our underlying segments. For this reason we classify revenues earned by segments into two categories: (i) Third Party Revenues which is revenue billed directly to outside customers by a particular segment regardless of whether the services or products being billed were all performed or all manufactured by that segment and (ii) Direct Revenues which is revenue allocated to the segment performing the specific service to a customer or manufacturing products sold to a customer. Therefore the differences between Third Party Revenues and Direct Revenues attributable to a given segment represent the sharing of third party revenues among the segments based on products and services provided by each segment.

As Direct Revenues represent amounts earned by segments related to services provided or products manufactured directly by them, the below discussion of segment results includes analysis at the Direct Revenues level.
    
Direct Revenues

There are many factors which have impacted, and continue to impact, our revenues. These factors include, but are not limited to: general economic and specific industry conditions which at the current time are heavily impacted by the oil and gas related industries, levels of emergency response projects, competitive industry pricing, foreign currency rate volatility, acquisitions, and the effects of fuel prices on our fuel recovery fees. Discussion of Direct Revenues for each of our reportable segments is below:
Technical Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Direct revenues	$	287,422	
 	 	$	297,658	
 	 	$	(10,236	)	 	(3.4	)%	 	$	563,948	
 	 	$	572,272	
 	 	$	(8,324	)	 	(1.5	)%	
Direct revenues decreased $10.2 million and $8.3 million in the three and six months ended June 30, 2015 from the comparable periods in 2014 primarily due to decreased revenues associated with our waste disposal services whereby waste is disposed of through our incinerator and landfill facilities network. These direct revenue decreases were primarily impacted by lower waste volumes disposed of in our landfills which decreased 29.0% and 7.0%, respectively, primarily due to lower waste volumes from exploration and production customers and fewer waste projects. The utilization rates at our incinerators were 91.4% and 91.2% for the three and six months ended June 30, 2015, respectively, compared with 95.0% and 91.0% in the comparable period of 2014. The decrease in utilization rate in the three months ended June 30, 2015 from the comparable periods in 2014 was a result of unplanned outages at certain incinerators during the second quarter of 2015 which also negatively impacted revenue amounts recorded.
Industrial and Field Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Direct revenues	$	341,698	
 	 	$	174,143	
 	 	$	167,555	
 	 	96.2	%	 	$	482,083	
 	 	$	324,500	
 	 	$	157,583	
 	 	48.6	%	
Direct revenues increased $167.6 million and $157.6 million in the three and six months ended June 30, 2015 from the comparable periods in 2014. The increases were primarily due to revenues associated with our field services business, which includes emergency response service projects that developed during the second quarter of 2015 and accounted for $174.3 million and $174.1 million of incremental revenues in the three and six month ended June 30, 2015 from the comparable periods in 2014. The significant level of emergency response projects responded to during the second quarter of 2015 included services primarily in response to outbreaks of the Avian Flu and oil spill related incidents. These increases were offset primarily due to lower revenue amounts generated from industrial services work performed in in the Oil Sands region of Canada. Lower activity levels in this region have reduced customer maintenance and turnaround projects and negatively impacted our revenues by $8.6 million and $19.5 million, respectively, in the three and six months ended June 30, 2015, from the comparable periods in 2014. Canadian operations within this segment were negatively impacted as a result of the weakening Canadian dollar in the three and six months ended June 30, 2015 with the effects of foreign currency translation accounting for a negative impact on direct revenues of approximately $8.2 million and $14.6 million, respectively, from the comparable periods in 2014.

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Oil Re-refining and Recycling

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Direct revenues	$	77,675	
 	 	$	89,150	
 	 	$	(11,475	)	 	(12.9	)%	 	$	156,224	
 	 	$	169,955	
 	 	$	(13,731	)	 	(8.1	)%	
Direct revenues recorded within the Oil Re-refining and Recycling segment represent third party revenues, which are earned on sales to external customers, reduced by intersegment revenues consisting of amounts paid to the SK Environmental Services segment for used oil collections which are then further processed in manufacturing base and blended oil products sold by this segment. Direct revenues attributable to the Oil Re-refining and Recycling segment decreased $11.5 million and $13.7 million in the three and six months ended June 30, 2015 from the comparable period in 2014. Decreases in base and blended oil volumes and decreases in pricing of oil products together had negative impacts on revenues in the three and six month periods ended June 30, 2015 of $47.2 and $80.0 million, respectively, as compared to the comparable period of 2014. These negative impacts to revenues were partially offset by the lower levels of intersegment revenue primarily related to lower reimbursement to the SK Environmental segment for used oils. As compared to comparable periods in 2014, intersegment revenues were reduced by $33.4 and $63.3 million during the three and six month periods ended June 30, 2015. Canadian operations were negatively impacted as a result of the weakening Canadian dollar in the three and six months ended June 30, 2015, with the effects of foreign currency translation accounting for a decrease in direct revenues of approximately $3.3 million and $5.9 million, respectively, from the comparable periods in 2014.
SK Environmental Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Direct revenues	$	167,077	
 	 	$	194,631	
 	 	$	(27,554	)	 	(14.2	)%	 	$	316,179	
 	 	$	375,918	
 	 	$	(59,739	)	 	(15.9	)%	
Direct revenues attributable to the SK Environmental Services segment include intersegment revenues earned from the sale of used oil collections to the Oil Re-refining and Recycling segment. Direct revenues attributable to the SK Environmental Services segment decreased $27.6 million and $59.7 million in the three and six months ended June 30, 2015 from the comparable periods in 2014. These decreases were primarily the result of reductions in the intersegment revenues primarily related to the sale of used oil to the Oil Re-refining and Recycling segment in the amounts of $32.1 million and $63.6 million, respectively. The decreased intersegment revenues were due to the fact that during the three and six months ended June 30, 2015, the amounts paid for used oils decreased significantly and the cost savings was then passed on to the Oil Re-refining and Recycling segment. In addition, refined oil sales decreased $4.5 million and $11.1 million in the three and six months ended June 30, 2015 from the comparable period in 2014. These decreases in intersegment amounts and refined oil sales impacting direct revenues were offset in the three and six month periods ended June 30, 2015 by additional revenues from the TFI acquisition of $11.7 million and increases in other services primarily related to containerized waste and parts washers for the three and six months ended June 30, 2015 from the comparable periods in 2014.
Lodging Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Direct revenues	$	22,243	
 	 	$	43,797	
 	 	$	(21,554	)	 	(49.2	)%	 	$	56,528	
 	 	$	100,886	
 	 	$	(44,358	)	 	(44.0	)%	
Direct revenues decreased $21.6 million and $44.4 million in the three and six months ended June 30, 2015 from the comparable periods in 2014 primarily due to decreases in the occupancy rates at our lodges and reductions in pricing consistent with market conditions which combined resulted in decreases in direct revenue of $14.3 million and $23.3 million, respectively, for the three and six months ended June 30, 2015 from the comparable periods in 2014. Revenues derived from our camps and catering services also decreased $4.6 million and $9.3 million, respectively, in the three and six months ended June 30, 2015 from the comparable periods in 2014. Manufacturing revenues also decreased during the three and six months ended June 30, 2015 by $2.5 million and $11.3 million, respectively, from the comparable periods in 2014 due to a large project which occurred in 2014. These Canadian operations were negatively impacted as a result of the weakening Canadian dollar in the three and six months ended

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June 30, 2015, with the effects of foreign currency translation accounting for decreases in direct revenues of approximately $2.8 million and $7.1 million, respectively, from the comparable periods in 2014.
Oil and Gas Field Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Direct revenues	$	40,811	
 	 	$	59,774	
 	 	$	(18,963	)	 	(31.7	)%	 	$	95,739	
 	 	$	162,647	
 	 	$	(66,908	)	 	(41.1	)%	
Direct revenues decreased $19.0 million and $66.9 million in the three and six months ended June 30, 2015 from the comparable periods in 2014 primarily due to lower levels of activity and rig counts serviced by the businesses which negatively impacted the utilization and overall pricing of our rental equipment and productions services assets. Rig count serviced by the Oil and gas services segment has decreased approximately 40% and 30% in the three and six months end June 30, 2015 from the comparable period in 2014. Project cancellations and lower exploration budgets of our customers decreased activity in the marketplace which also negatively impacted results in 2015. These lower revenue amounts were also impacted by foreign currency translation as Canadian operations were negatively impacted by the weakening Canadian dollar in the three and six months ended June 30, 2015, with the effects of foreign currency translation accounting for decreases in direct revenues of approximately $3.4 million and $8.5 million, respectively, from the comparable periods in 2014.
Cost of Revenues 
We believe that our ability to manage operating costs is important to our ability to remain price competitive. We continue to upgrade the quality and efficiency of our services through the development of new technology and continued modifications at our facilities, and implementation of strategic sourcing and other cost reduction initiatives in an effort to improve our operating margins.
Technical Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Cost of revenues	189,504	
 	 	191,875	
 	 	(2,371	)	 	(1.2)	 	379,044	
 	 	381,650	
 	 	(2,606	)	 	(0.7)	
As a % of Direct Revenue	65.9	%	 	64.5	%	 	 	 	1.4	%	 	67.2	%	 	66.7	%	 	 	 	0.5	%	
Cost of revenues decreased $2.4 million and $2.6 million in the three and six months ended June 30, 2015 from the comparable periods in 2014. As a percentage of revenues, our costs increased 1.4% and 0.5% in the three and six months ended June 30, 2015 from the comparable periods in 2014, primarily due to the lower revenue levels in Q2 as a result of decreases in landfill volumes and longer than expected shutdowns of certain incinerator plants.
Industrial and Field Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Cost of revenues	$	250,843	
 	 	$	129,603	
 	 	$	121,240	
 	 	93.5	 %	 	$	365,262	
 	 	$	249,167	
 	 	$	116,095	
 	 	46.6	 %	
As a % of Direct Revenue	73.4	%	 	74.4	%	 	 	 	(1.0	)%	 	75.8	%	 	76.8	%	 	 	 	(1.0	)%	
Cost of revenues increased $121.2 million and $116.1 million in the three and six months ended June 30, 2015 from the comparable periods in 2014, primarily due to increased labor costs of $106.5 million and $105.1 million, respectively, and material costs of $12.6 million and $12.5 million, respectively. Increases in labor and materials in the three and six months ended June 30, 2015 from the comparable periods in 2014 were primarily due to the incremental revenue generated during that period from emergency response service projects. Costs of revenues as a percentage of direct revenue remained consistent for the three and six months ended June 30, 2015 from the comparable periods in 2014.

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Oil Re-refining and Recycling

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Cost of revenues	$	57,309	
 	 	$	69,718	
 	 	$	(12,409	)	 	(17.8	)%	 	$	135,533	
 	 	$	133,827	
 	 	$	1,706	
 	 	1.3	%	
As a % of Direct Revenue	73.8	%	 	78.2	%	 	 	 	(4.4	)%	 	86.8	%	 	78.7	%	 	 	 	8.1	%	
Cost of revenues decreased $12.4 million in the three months ended June 30, 2015 from the comparable period in 2014, primarily due to decreases in the costs of oil additives and other raw materials of $7.7 million. These decreases were primarily due to lower negotiated pricing for our raw materials in 2015 and the result of lower overall oil volumes sold. Cost of revenues increased $1.7 million in the six months ended June 30, 2015 from the comparable period in 2014 primarily due to the impacts of higher valued inventory sold which resulted in incremental costs of $22.4 million and was partially offset by the reduced costs of oil additives and other raw materials of $17.2 million and utility costs of $2.5 million. As a percentage of revenues these costs decreased 4.4% in the three months ended June 30, 2015 from the comparable period in 2014, primarily as a result of cost savings associated with raw materials. As a percentage of direct revenue, cost of revenues increased 8.1% in the six months ended June 30, 2015 from the comparable period in 2014 primarily as a result of the lower pricing realized in the first quarter of 2015 on base and blended oil products combined with the higher inventory costs that was realized during that period.
SK Environmental Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Cost of revenues	$	99,526	
 	 	$	137,199	
 	 	$	(37,673	)	 	(27.5	)%	 	$	194,056	
 	 	$	267,472	
 	 	$	(73,416	)	 	(27.4	)%	
As a % of Direct Revenue	59.6	%	 	70.5	%	 	 	 	(10.9	)%	 	61.4	%	 	71.2	%	 	 	 	(9.8	)%	
Cost of revenues decreased $37.7 million and $73.4 million in the three and six months ended June 30, 2015 from the comparable periods in 2014 primarily due to decreases in costs attributable to used oil collections in the amounts of $40.7 million and $77.5 million, respectively, partially offset by increases across various expense categories commensurate with the increases in services provided. As a percentage of revenue these costs decreased 10.9% and 9.8% in the three and six months ended June 30, 2015 from the comparable period in 2014. The improved margins were most significantly impacted by the lower used oil collection costs implemented in 2015.
Lodging Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Cost of revenues	$	16,924	
 	 	$	26,630	
 	 	$	(9,706	)	 	(36.4	)%	 	$	42,684	
 	 	$	64,563	
 	 	$	(21,879	)	 	(33.9	)%	
As a % of Direct Revenue	76.1	%	 	60.8	%	 	 	 	15.3	 %	 	75.5	%	 	64.0	%	 	 	 	11.5	 %	
Cost of revenues decreased $9.7 million and $21.9 million in the three and six months ended June 30, 2015 from the comparable periods in 2014. These changes were primarily due to decreases in material costs associated with manufacturing of $2.2 million and $7.7 million, catering costs of $3.8 million and $5.7 million and labor costs of $2.7 million and $5.5 million, respectively, during the three and six month periods ended June 30, 2015 from the comparable periods in 2014. These decreases were the result of overall lower demand for lodging segment services as overall activity in the regions in which our camps and lodges operate has declined. As a percentage of direct revenues these costs increased 15.3% and 11.5% in the three and six months ended June 30, 2015 from the comparable periods in 2014 as certain fixed costs incurred in the operations of our camps and lodges could not be reduced proportionate to the pricing declines seen in the business.

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Oil and Gas Field Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Cost of revenues	$	37,310	
 	 	$	51,286	
 	 	$	(13,976	)	 	(27.3	)%	 	$	84,723	
 	 	$	130,435	
 	 	$	(45,712	)	 	(35.0	)%	
As a % of Direct Revenue	91.4	%	 	85.8	%	 	 	 	5.6	 %	 	88.5	%	 	80.2	%	 	 	 	8.3	 %	
Cost of revenues decreased $14.0 million and $45.7 million in the three and six months ended June 30, 2015 from the comparable periods in 2014 primarily due to decreases in labor related costs of $6.2 million and $17.5 million, costs associated with rental equipment and subcontractors of $3.7 million and $13.1 million and repairs and maintenance costs of $1.0 million and $3.6 million, respectively. Further decreases were realized across several other expense categories as a result of the overall lower business activity. As a percentage of direct revenues these costs increased 5.6% and 8.3% in the three and six months ended June 30, 2015 from the comparable periods in 2014. These increases result from certain fixed costs incurred which could not be reduced proportionate to the overall lower revenue generated.
Corporate

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Cost of revenues	$	1,272	
 	 	$	639	
 	 	$	633	
 	 	99.1	%	 	$	(2,107	)	 	$	5,555	
 	 	$	(7,662	)	 	(137.9	)%	
Cost of revenues increased $0.6 million in the three months ended June 30, 2015 from the comparable period in 2014 primarily due to increased employee benefit related charges of $1.0 million. Cost of revenues decreased $7.7 million in the six months ended June 30, 2015 from the comparable period in 2014 primarily due to decreases in insurance related costs recorded within the corporate segment of $8.9 million.
Selling, General and Administrative Expenses (SG&A)
Technical Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
SG&A	$	21,110	
 	 	$	21,486	
 	 	$	(376	)	 	(1.7	)%	 	$	44,695	
 	 	$	44,148	
 	 	$	547	
 	 	1.2	%	
As a % of Direct Revenue	7.3	%	 	7.2	%	 	 	 	0.1	 %	 	7.9	%	 	7.7	%	 	 	 	0.2	%	
Selling, general and administrative expenses have remained consistent over the three and six months ended June 30, 2015 from the comparable periods in 2014.
Industrial and Field Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
SG&A	$	17,774	
 	 	$	13,824	
 	 	$	3,950	
 	 	28.6	 %	 	$	33,431	
 	 	$	28,245	
 	 	$	5,186	
 	 	18.4	 %	
As a % of Direct Revenue	5.2	%	 	7.9	%	 	 	 	(2.7	)%	 	6.9	%	 	8.7	%	 	 	 	(1.8	)%	
Selling, general and administrative expenses increased $4.0 million and $5.2 million in the three and six months ended June 30, 2015 from the comparable periods in 2014. Increases were primarily due to greater levels of variable compensation in 2015. As a percentage of direct revenues selling, general and administrative expense decreased 2.7% and 1.8% in the three and six months ended June 30, 2015 from the comparable periods in 2014 primarily due to the increased revenues attributable to this segment which were achieved without significant and incremental SG&A related costs.

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Oil and Re-refining and Recycling

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
SG&A	$	4,542	
 	 	$	4,236	
 	 	$	306	
 	 	7.2	%	 	$	9,343	
 	 	$	8,349	
 	 	$	994	
 	 	11.9	%	
As a % of Direct Revenue	5.8	%	 	4.8	%	 	 	 	1.0	%	 	6.0	%	 	4.9	%	 	 	 	1.1	%	
Selling, general and administrative expenses have remained consistent over the three and six months ended June 30, 2015 from the comparable periods in 2014.
SK Environmental Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
SG&A	$	26,356	
 	 	$	26,125	
 	 	$	231	
 	 	0.9	%	 	$	53,679	
 	 	$	54,314	
 	 	$	(635	)	 	(1.2	)%	
As a % of Direct Revenue	15.8	%	 	13.4	%	 	 	 	2.4	%	 	17.0	%	 	14.4	%	 	 	 	2.6	 %	
Selling, general and administrative expenses remained consistent over the three and six months ended June 30, 2015 from the comparable periods in 2014. As a percentage of direct revenues, costs increased primarily due to the fact that the segments direct revenues decreased as intersegment revenues from used oil sales were significantly reduced.
Lodging Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
SG&A	$	1,467	
 	 	$	1,680	
 	 	$	(213	)	 	(12.7	)%	 	$	3,082	
 	 	$	3,099	
 	 	$	(17	)	 	(0.5	)%	
As a % of Direct Revenue	6.6	%	 	3.8	%	 	 	 	2.8	 %	 	5.5	%	 	3.1	%	 	 	 	2.4	 %	
Selling, general and administrative expenses have remained consistent over the three and six months ended June 30, 2015 from the comparable period in 2014. As a percentage of direct revenues selling, general and administrative expense increased 2.8% and 2.4% in the three and six months ended June 30, 2015 from the comparable periods in 2014 as certain fixed costs incurred in the operations of our camps and lodges could not be reduced proportionate to the pricing declines seen in the business.
Oil and Gas Field Services

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
SG&A	$	5,683	
 	 	$	6,676	
 	 	$	(993	)	 	(14.9	)%	 	$	11,795	
 	 	$	14,069	
 	 	$	(2,274	)	 	(16.2	)%	
As a % of Direct Revenue	13.9	%	 	11.2	%	 	 	 	2.7	 %	 	12.3	%	 	8.7	%	 	 	 	3.6	 %	
Selling, general and administrative expenses decreased $1.0 million and $2.3 million in the three and six months ended June 30, 2015 from the comparable periods in 2014, primarily due to decreases in salaries and benefits costs of $0.9 million and $1.8 million, respectively, and travel of $0.2 million and $0.4 million, respectively. As a percentage of direct revenues selling, general and administrative expense increased 2.7% and 3.6% in the three and six months ended June 30, 2015 from the comparable periods in 2014 primarily as certain fixed costs incurred could not be reduced proportionate to the overall lower business activity.

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Corporate

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
SG&A	$	43,486	
 	 	$	41,704	
 	 	$	1,782	
 	 	4.3	%	 	$	72,108	
 	 	$	82,469	
 	 	$	(10,361	)	 	(12.6	)%	
Selling, general and administrative expenses increased $1.8 million in the three months ended June 30, 2015 from the comparable period in 2014 primarily due to increases in variable compensation of $5.1 million and environmental liability estimates of $2.0 million partially offset by a decrease in professional fees of $5.0 million. Selling, general and administrative expenses decreased $10.4 million in the six months ended June 30, 2015 from the comparable period in 2014 primarily due to decreases in professional fees of $5.1 million, variable compensation of $2.9 million and salaries of $1.2 million.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) 
Management considers Adjusted EBITDA to be a measurement of performance which provides useful information to both management and investors. Adjusted EBITDA should not be considered an alternative to net income or other measurements under generally accepted accounting principles ("GAAP"). Adjusted EBITDA is not calculated identically by all companies, and therefore our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. The below table illustrates the adjusted EBITDA applicable to each of our reportable segments for the three and six months ended June 30, 2015 and 2014.

 	For the Three Months Ended	 	For the Six Months Ended	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Adjusted EBITDA:	 	

 	 	 	 	 	 	 	 	 	
 	 	 	
Technical Services	$	76,808	
 	 	$	84,297	
 	 	$	(7,489	)	 	(8.9)%	 	$	140,209	
 	 	$	146,474	
 	 	$	(6,265	)	 	(4.3)%	
Industrial and Field Services	73,081	
 	 	30,716	
 	 	42,365	
 	 	137.9	 	83,390	
 	 	47,088	
 	 	36,302	
 	 	77.1	
Oil Re-refining and Recycling	15,824	
 	 	15,196	
 	 	628	
 	 	4.1	 	11,348	
 	 	27,779	
 	 	(16,431	)	 	(59.1)	
SK Environmental Services	41,195	
 	 	31,307	
 	 	9,888	
 	 	31.6	 	68,444	
 	 	54,132	
 	 	14,312	
 	 	26.4	
Lodging Services	3,852	
 	 	15,487	
 	 	(11,635	)	 	(75.1)	 	10,762	
 	 	33,224	
 	 	(22,462	)	 	(67.6)	
Oil and Gas Field Services	(2,182	)	 	1,812	
 	 	(3,994	)	 	(220.4)	 	(779	)	 	18,143	
 	 	(18,922	)	 	(104.3)	
Corporate Items	(45,456	)	 	(43,016	)	 	(2,440	)	 	(5.7)	 	(71,975	)	 	(89,055	)	 	17,080	
 	 	19.2	
Total	$	163,122	
 	 	$	135,799	
 	 	$	27,323	
 	 	20.1%	 	$	241,399	
 	 	$	237,785	
 	 	$	3,614	
 	 	1.5%	
We use Adjusted EBITDA to enhance our understanding of our operating performance, which represents our views concerning our performance in the ordinary, ongoing and customary course of our operations. We historically have found it helpful, and believe that investors have found it helpful, to consider an operating measure that excludes certain expenses relating to transactions not reflective of our core operations.
The information about our operating performance provided by this financial measure is used by our management for a variety of purposes. We regularly communicate Adjusted EBITDA results to our lenders and to our board of directors and discuss with the board our interpretation of such results. We also compare our Adjusted EBITDA performance against internal targets as a key factor in determining cash bonus compensation for executives and other employees, largely because we believe that this measure is indicative of how the fundamental business is performing and is being managed.
We also provide information relating to our Adjusted EBITDA so that analysts, investors and other interested persons have the same data that we use to assess our core operating performance. We believe that Adjusted EBITDA should be viewed only as a supplement to the GAAP financial information. We also believe, however, that providing this information in addition to, and together with, GAAP financial information permits the foregoing persons to obtain a better understanding of our core operating performance and to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance on a standalone and a comparative basis.

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The following is a reconciliation of net income to Adjusted EBITDA (in thousands):

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	June 30,	
 	2015	 	2014	 	2015	 	2014	
Net income	$	10,395	
 	 	$	28,672	
 	 	$	3,306	
 	 	$	37,632	
 	
Accretion of environmental liabilities	2,599	
 	 	2,609	
 	 	5,218	
 	 	5,333	
 	
Depreciation and amortization	67,773	
 	 	66,075	
 	 	136,129	
 	 	135,431	
 	
Goodwill impairment charge	31,992	
 	 	—	
 	 	31,992	
 	 	—	
 	
Other expense (income)	660	
 	 	655	
 	 	251	
 	 	(3,523	)	
Interest expense, net	19,249	
 	 	19,382	
 	 	38,687	
 	 	38,936	
 	
Provision for income taxes	30,454	
 	 	18,406	
 	 	25,816	
 	 	23,976	
 	
Adjusted EBITDA	$	163,122	
 	 	$	135,799	
 	 	$	241,399	
 	 	$	237,785	

Depreciation and Amortization

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Depreciation of fixed assets and landfill amortization	$	58,978	
 	 	$	57,172	
 	 	$	1,806	
 	 	3.2	 %	 	$	116,332	
 	 	$	117,063	
 	 	$	(731	)	 	(0.6	)%	
Permits and other intangibles amortization	8,795	
 	 	8,903	
 	 	(108	)	 	(1.2	)	 	19,797	
 	 	18,368	
 	 	1,429	
 	 	7.8	
 	
Total depreciation and amortization	$	67,773	
 	 	$	66,075	
 	 	$	1,698	
 	 	2.6	 %	 	$	136,129	
 	 	$	135,431	
 	 	$	698	
 	 	0.5	 %	
 
Depreciation of fixed assets and landfill amortization increased $1.8 million in the three months ended June 30, 2015 from the comparable period in 2014 primarily due to a larger asset base in the current year. Depreciation of fixed assets and landfill amortization decreased $0.7 million in the six months ended June 30, 2015 from the comparable period in 2014 primarily due to lower landfill volumes generated in the three months ended June 30, 2015 which resulted in lower amortization in this period. Permits and other intangibles amortization remained flat and increased $1.4 million in the three and six months ended June 30, 2015 from the comparable periods in 2014 primarily due to an increased intangible base in first six months of 2015.
Goodwill impairment charge

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Goodwill impairment charge	$	31,992	
 	 	$	—	
 	 	$	31,992	
 	 	100.0	%	 	$	31,992	
 	 	$	—	
 	 	$	31,992	
 	 	100.0	%	
During the three months ended June 30, 2015, we recorded a $32.0 million goodwill impairment charge on our Oil and Gas Field Services reporting unit. For additional information regarding this goodwill impairment charge see the discussion under the goodwill heading within our "Critical Accounting Policies and Estimates" below.
Other Income

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Other income	$	(660	)	 	$	(655	)	 	$	(5	)	 	(0.8	)%	 	$	(251	)	 	$	3,523	
 	 	$	(3,774	)	 	(107.1	)%	
Other income decreased $3.8 million in the six months ended June 30, 2015 from the comparable period in 2014 primarily due to gains on the sale of our available-for-sale securities that did not reoccur in the six months ended June 30, 2015.

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Provision for Income Taxes

 	For the Three Months Ended	 	For the Six Months Ended	
 	June 30,	 	2015 over 2014	 	June 30,	 	2015 over 2014	
 	2015	 	2014	 	$
Change	 	%
Change	 	2015	 	2014	 	$
Change	 	%
Change	
Provision for income taxes	$	30,454	
 	 	$	18,406	
 	 	$	12,048	
 	 	65.5	%	 	$	25,816	
 	 	$	23,976	
 	 	$	1,840	
 	 	7.7	%	
     Income tax expense increased $12.0 million and $1.8 million for the three and six months ended June 30, 2015 from the comparable periods in 2014. The increase was a result of the increased earnings in the United States.
A valuation allowance is required to be established when, based on an evaluation of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At June 30, 2015, we had a remaining valuation allowance of $29.5 million. The allowance as of June 30, 2015 consisted of $16.5 million of foreign tax credits, $3.9 million of state net operating loss carryforwards, $7.1 million of foreign net operating loss carryforwards and $2.0 million for the deferred tax assets of a Canadian subsidiary. At December 31, 2014, we had a remaining valuation allowance of $29.1 million. The allowance as of December 31, 2014 consisted of $16.5 million of foreign tax credits, $3.9 million of state net operating loss carryforwards, $6.7 million of foreign net operating loss carryforwards and $2.0 million for the deferred tax assets of a Canadian subsidiary.
Liquidity and Capital Resources 

 	For the Six Months Ended	
(in thousands)	2015	 	2014	
Net cash from operating activities	$	193,815	
 	 	$	114,944	
 	
Net cash used in investing activities	(204,197	)	 	(131,294	)	
Net cash from financing activities	(56,172	)	 	(14,892	)	
Net cash from operating activities
Net cash from operating activities for the six months ended June 30, 2015 was $193.8 million, an increase of $78.9 million     compared to net cash from operating activities for the comparable period in 2014. The change was primarily the result of decreased levels of inventory and supplies in the first six months of 2015 combined with lower payments associated with accounts payable at the beginning of 2015 as compared to 2014. Our levels of accounts receivable and accounts payable have increased significantly in the first six months of 2015 as a result of significant emergency response project work performed in the three months ended June 30, 2015. Such amounts are expected to have net positive impacts to cash flows during the second half of 2015.
Net cash used in investing activities
Net cash used in investing activities for the six months ended June 30, 2015 was $204.2 million, an increase of 55.5% compared to $131.3 million of cash used in investing activities for the comparable period in 2014. The change was primarily the result of cash paid for acquisitions offset by decreases in capital expenditures and proceeds received in 2014 from the sale of marketable securities that did not reoccur in 2015.
Net cash from financing activities
Net cash from financing activities for the six months ended June 30, 2015 was an outflow of $56.2 million, compared to $14.9 million for the comparable period in 2014. The change in net cash from financing activities during the six months ended June 30, 2015 was primarily due to a decrease in uncashed checks which resulted from the timing of payments made by the Company and repurchases of common stock made in the first six months of 2015.
Working Capital
We intend to use our existing cash and cash equivalents and cash flows from operations primarily to provide for our working capital needs and to fund capital expenditures and potential future acquisitions. We anticipate that our operating cash flow will provide the necessary funds on both a short- and long-term basis to meet operating cash requirements.
At June 30, 2015, cash and cash equivalents totaled $173.6 million, compared to $246.9 million at December 31, 2014. At June 30, 2015, cash and cash equivalents held by foreign subsidiaries totaled $88.8 million and were readily convertible into other foreign currencies including U.S. dollars. At June 30, 2015, the cash and cash equivalent balances for our U.S. operations were $84.8 million. Our U.S. operations had net operating cash from operations of $163.2 million for the six months ended June 30, 2015. Additionally, we have a $400.0 million revolving credit facility of which $242.8 million was available to borrow at June 30, 2015.

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Based on the above and on our current plans, we believe that our U.S. operations have adequate financial resources to satisfy their liquidity needs without being required to repatriate earnings from foreign subsidiaries. Accordingly, although repatriation to the U.S. of foreign earnings would generally be subject to U.S. income taxation, net of any available foreign tax credits, we have not recorded any deferred tax liability related to such repatriation since we intend to permanently reinvest foreign earnings outside the U.S.
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing, and financing activities. Our primary ongoing cash requirements will be to fund operations, capital expenditures, interest payments and investments in line with our business strategy. We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs as well as any cash needs relating to the stock repurchase program. Furthermore, the existing cash balances and the availability of additional borrowings under our revolving credit facility provide potential sources of liquidity should they be required.
Common Stock Repurchase Program
On March 13, 2015, our Board of Directors increased the size of the Company’s current share repurchase program from $150 million to $300 million. We intend to fund the repurchases through available cash resources. The repurchase program authorizes us to purchase our common stock on the open market from time to time. The share repurchases will be made in a manner that complies with applicable U.S. securities laws. The number of shares purchased and the timing of the purchases will depend on a number of factors, including share price, cash required for future business plans, trading volume and other conditions.  We have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time. As of June 30, 2015, we had repurchased and retired a total of approximately 2.5 million shares of our common stock for approximately $136.5 million under this program. As of June 30, 2015, an additional $163.5 million remains available for repurchase of shares under the current authorized program.
Environmental Liabilities

(in thousands)	June 30, 2015	 	December 31, 2014	 	$ Change	 	% Change	
Closure and post-closure liabilities	$	51,846	
 	 	$	50,701	
 	 	$	1,145	
 	 	2.3	 %	
Remedial liabilities	148,777	
 	 	155,121	
 	 	(6,344	)	 	(4.1	)	
Total environmental liabilities	$	200,623	
 	 	$	205,822	
 	 	$	(5,199	)	 	(2.5	)%	
Total environmental liabilities as of June 30, 2015 were $200.6 million, a decrease of 2.5%, or $5.2 million, compared to December 31, 2014 primarily due to expenditures of $11.5 million and foreign currency of $1.8 million partially offset by interest accretion of $5.2 million, new asset retirement obligations of $1.3 million and $1.7 million of liabilities assumed from our 2015 acquisition.
We anticipate our environmental liabilities, substantially all of which we assumed in connection with our acquisitions, will be payable over many years and that cash flow from operations will generally be sufficient to fund the payment of such liabilities when required. However, events not anticipated (such as future changes in environmental laws and regulations) could require that such payments be made earlier or in greater amounts than currently anticipated, which could adversely affect our results of operations, cash flow and financial condition.
In the six months ended June 30, 2015, the net increase in our environmental liabilities from changes in estimates recorded as a charge within the statement of income was $0.9 million and primarily related to two remediation sites. An increase in the scope of work at one site was partially offset by a reduction at a Superfund site where a significant phase of the work was completed using funds collected from settling PRP, and the previously estimated cash expenditure was not required.
Financing Arrangements 
The financing arrangements and principal terms of our $800.0 million principal amount of 5.25% senior unsecured notes due 2020 and $595.0 million principal amount of 5.125% senior unsecured notes due 2021 which were outstanding at June 30, 2015, and our $400.0 million revolving credit facility, are discussed further in Note 10, “Financing Arrangements,” to our consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014.
As of June 30, 2015, we were in compliance with the covenants of all of our debt agreements, and we believe it is reasonably likely that we will continue to meet such covenants.
Capital Expenditures
For 2015, we are continuing to target capital expenditures of $200 million, which excludes the construction of the El Dorado incinerator, which we still believe will likely add approximately $50 million in 2015. However, changes in environmental regulations could require us to make significant capital expenditures for our facilities and adversely affect our results of operations and cash flow.

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Critical Accounting Policies and Estimates
Other than described below, there were no material changes in the first six months of 2015 to the information provided under the heading “Critical Accounting Policies and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2014.
Goodwill.  Goodwill is not amortized but is reviewed for impairment annually as of December 31 or when events or changes in the business environment indicate the carrying value of the reporting unit may exceed its fair value. This review is performed by comparing the fair value of each reporting unit to its carrying value, including goodwill. If the fair value is less than the carrying amount, a step II analysis of the fair value of all the elements of the reporting unit is performed to determine if and to what degree goodwill is impaired. The loss, if any, is measured as the excess of the carrying value of the goodwill over the value of the goodwill implied by the results of the step II analysis.

We determine our reporting units by identifying the components of each operating segment, and then in some circumstances aggregate components having similar economic characteristics based on quantitative and/or qualitative factors. We have determined that we have seven reporting units. Our Technical Services, Oil Re-refining and Recycling, SK Environmental Services, Lodging Services and Oil and Gas Field Services segments each constitute a reporting unit. Our Industrial and Field Services segment includes two separate reporting units: Industrial Services and Field Services.

We conducted our annual impairment test of goodwill for all of our reporting units as of December 31, 2014 and determined that no adjustment to the carrying value of goodwill for any reporting unit was necessary. In all cases except for our Oil Re-refining and Recycling reporting unit and the Oil and Gas Field Services segment the estimated fair values of each reporting unit significantly exceeded their carrying values. The annual impairment test fair value for all of our reporting units is determined using an income approach (a discounted cash flow analysis) which incorporates several underlying estimates and assumptions with varying degrees of uncertainty. In all instances, we corroborate our estimated fair values by also considering other factors such as the fair value of comparable companies to businesses contained in our reporting units. As part of the annual test we also perform a reconciliation of the total estimated fair values of all reporting units to our market capitalization.

As disclosed in our annual report on Form 10K for the year ended December 31, 2014, goodwill attributable to the Oil and Gas Field Services reporting unit was at risk of impairment because of lower operating results caused by the depressed economic conditions and lower levels of activity in the Oil and Gas industry primarily in Western Canada. In consideration of the increased risk of impairment associated with this segment, management regularly evaluates whether any changes in events or circumstances have arisen which would indicate that the fair value of this reporting unit is less than its carrying value.  During the quarter ended June 30, 2015, we continued to monitor the reporting unit’s performance along with other business specific and macroeconomic and industry factors.

During the quarter ended June 30, 2015, certain events and changes in circumstances arose which led management of the Company to conclude that the fair values of the Oil and Gas Field Services reporting unit may be less than its carrying value and therefore an interim impairment test was conducted relative to goodwill recorded by the Oil and Gas Field Services reporting unit. The primary events and changes in circumstances which led to this conclusion were:    
 	 	
•	The second quarter is the period of time where greater levels of communication with customers and the receipt of bids and proposals for project work takes place and provide management with more clarity into levels of activity and other economic and business indicators for the latter half of the fiscal year and on into the first quarter of the following year. During the quarter ended June 30, 2015 it became apparent that oil and gas exploration and production activity would continue to be lower than historical periods and lower than previously anticipated by the Company. This was evidenced by reduced volume in bid and proposal requests from customers and communications indicating the reduction in customer budgets in these areas as well as lower than anticipated pricing for our services.	

•	Market and industry reports which management looks to in projecting business conditions and establishing forecast information evidenced more pessimistic views in the near term. The continued depressed price of oil without any upward momentum since December 2014 as well as declining and expected continued decline in rig count for the remainder of 2015 have resulted in lower estimates of industry activity in the second half of 2015 and early 2016.	

•	In recognition of lower than anticipated business results and less optimistic market indicators, management significantly lowered its 2015 forecasts relative to the Oil and Gas reporting unit.	

Significant judgments and unobservable inputs categorized as Level III in the fair value hierarchy are inherent in the impairment tests performed and include assumptions about the amount and timing of expected future cash flows, growth rates, profit

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margins and the determination of appropriate discount rates. In performing the Step I test as of June 30, 2015 certain of these significant assumptions changed from those utilized in performing our annual goodwill impairment test as of December 31, 2014. Based upon information known as of June 30, 2015, we reduced the estimates and assumptions around FY2015 annual revenue growth from 1% of growth to a contraction in 2015 revenues of 24%. This decrease resulted largely from projects which were expected to occur in the second half of 2015 but are now known to be cancelled or reduced as well as updated outlooks on pricing of our services. EBITDA margins relative to 2015 were also reduced from estimates of 13% utilized in the most recent annual test to 6% currently. We had assumed greater EBITDA margin expansion driven by more positive revenue growth which increased estimated future cash flows. The reduction in margin assumptions utilized in the current Step I test were based upon the lower levels of revenue currently forecasted for 2015, lower pricing of our services and less than anticipated cost savings from cost cutting measures which has previously been planned and have not fully materialized thus far in 2015. These lower revenue and margin estimates associated with 2015 have resulted in lower current expectations of 2015 cash flows and have also led to decreases in expected revenues and cash flows in future periods thus lengthening our assumptions around the recovery from the current business downturn as compared to assumptions utilized in our annual test. The changes in these estimates and business assumptions have significant negative impact on our estimates of future anticipated cash flows used in our impairment test and therefore on our estimates of the fair value of the Oil and Gas Field Services reporting unit. Discount rate assumptions utilized in the June 30, 2015 test were consistent with those used in the most recent annual test. The results of the Step I test indicated that the current estimated fair value of the reporting unit was less than its carrying value and therefore a Step II test was performed to determine if and in what amount goodwill recorded by the Oil and Gas Field Services segment was impaired. The results of the Step II test indicated that as of June 30, 2015, the total amount of goodwill recorded by the reporting unit was impaired and as such a $32.0 million impairment charge was recorded.

The Company also performed an analysis to consider whether the reporting unit's carrying values of other long lived assets may not be entirely recoverable. As of June 30, 2015, the Oil and Gas Field Services reporting unit had other long lived assets consisting of: property, plant and equipment, net of $185.3 million and intangible assets of $20.1 million. As a result of these analyses, the Company concluded that no impairment of intangible or other long lived assets then existed as estimated cash flows generated from associated asset groups exceed their carrying values. We will continue to evaluate all of our long lived assets impacted by economic downturns in oil and energy related markets in which they operate.

As disclosed in the Company's annual report for the year ended December 31, 2014 in connection with the annual goodwill impairment test conducted, the fair value of the Oil Re-refining and Recycling unit exceeded its carrying amount by 13% as of December 31, 2014. During the quarter ended June 30, 2015, the Company evaluated the reporting unit’s performance noting that current adjusted EBITDA results are consistent with estimates utilized in the annual impairment test and no other business specific, macroeconomic or industry factors exist which would indicate that as of June 30, 2015 events or changes in circumstances have arisen which would indicate that the fair value of this reporting unit has more likely than not been reduced below its carrying amount.

ITEM 3.                            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
There were no material changes in the first three months of 2015 to the information provided under Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 4.                            CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Based on an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Quarterly Report on 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of June 30, 2015 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
 
Changes in Internal Control over Financial Reporting
     
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the quarter ending June 30,

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2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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CLEAN HARBORS, INC. AND SUBSIDIARIES

PART II—OTHER INFORMATION

ITEM 1.                        LEGAL PROCEEDINGS
See Note 15, “Commitments and Contingencies,” to the financial statements included in Item 1 of this report, which description is incorporated herein by reference.
ITEM 1A.                       RISK FACTORS
During the six months ended June 30, 2015, there were no material changes from the risk factors as previously disclosed in Item 1A in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. 
ITEM 2.                        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Common Stock Repurchase Program

The following table provides information with respect to the shares of common stock repurchased by us for the periods indicated.

Period	Total Number of Shares Purchased (1)	 	Average Price Paid Per Share (2)	 	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	 	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)	
April1, 2015 through April 30, 2015	2,182	
 	 	$	55.92	
 	 	—	
 	 	$	179,543.768	
 	
May 1, 2015 through May 31, 2015	118,524	
 	 	$	56.74	
 	 	117,000	
 	 	$	172,904,056	
 	
June 1, 2015 through June 30, 2015	178,080	
 	 	$	55.88	
 	 	169,000	
 	 	$	163,455,188	
 	
Total	298,786	
 	 	$	56.22	
 	 	286,000	
 	 	$	163,455,188	
 	
______________________
 	 	
(1)	Includes 12,786 shares withheld by us from employees to satisfy employee tax obligations upon vesting of restricted stock units granted to our employees under our long-term equity incentive programs.	
 	 	
(2)	The average price paid per share of common stock repurchased under the stock repurchase program includes the commissions paid to the brokers.	
 	 	
(3)	On March 13, 2015, the Company's Board of Directors increased the size of the Company’s current share repurchase program from up to $150 million to up to $300 million. We intend to fund the repurchases through available cash resources. The stock repurchase program authorizes us to purchase our common stock on the open market from time to time. The stock repurchases will be made in a manner that complies with applicable U.S. securities laws. The number of shares purchased and the timing of the purchases will depend on a number of factors, including share price, cash required for future business plans, trading volume and other conditions. We have no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time.	
ITEM 3.                        DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4.                        MINE SAFETY DISCLOSURE
Not applicable
ITEM 5.                        OTHER INFORMATION
None

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ITEM 6.                        EXHIBITS

Item No.	 	Description	 	Location	
31.1	 	Rule 13a-14a/15d-14(a) Certification of the CEO Alan S. McKim	 	Filed herewith	
 	 	 	 	 	
31.2	 	Rule 13a-14a/15d-14(a) Certification of the CFO James M. Rutledge	 	Filed herewith	
 	 	 	 	 	
32	 	Section 1350 Certifications	 	Filed herewith	
 	 	 	 	 	
101	 	Interactive Data Files Pursuant to Rule 405 of Regulation S-T: Financial statements from the quarterly report on Form 10-Q of Clean Harbors, Inc. for the quarter ended June 30, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income (Loss), (iv) Unaudited Consolidated Statements of Cash Flows, (v) Unaudited Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Unaudited Consolidated Financial Statements.	 	*	
_______________________
 	 	
*	Interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.	

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CLEAN HARBORS, INC. AND SUBSIDIARIES

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 	 	CLEAN HARBORS, INC.	
 	 	Registrant	
 	 	 	
 	 	By:	/s/  ALAN S. MCKIM	
 	 	 	Alan S. McKim	
 	 	 	Chairman and Chief Executive Officer	
 	 	 	 	
Date:	August 5, 2015	 	 	
 	 	 	 	
 	 	By:	/s/  JAMES M. RUTLEDGE	
 	 	 	James M. Rutledge	
 	 	 	Vice Chairman, President and Chief Financial Officer	
 	 	 	
Date:	August 5, 2015	 	

46

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Alan S. McKim, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Clean Harbors, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 	 	
 	/s/ Alan S. McKim	
 	Alan S. McKim	
 	Chairman and Chief Executive Officer	

Date: August 5, 2015 

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, James M. Rutledge, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Clean Harbors, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 	 	
 	/s/ James M. Rutledge	
 	James M. Rutledge	
 	Vice Chairman, President and Chief Financial Officer	

Date: August 5, 2015 

EXHIBIT 32

CLEAN HARBORS, INC. AND SUBSIDIARIES

CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

Pursuant to 18 U.S.C. §1350, each of the undersigned certifies that, to his knowledge, this Quarterly Report on Form 10-Q for the period ended June 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Clean Harbors, Inc.

 	 	 	 	
 	 	By:	/s/  ALAN S. MCKIM	
 	 	 	Alan S. McKim	
 	 	 	Chairman and Chief Executive Officer	
 	 	 	 	
Date:	August 5, 2015	 	 	
 	 	 	 	
 	 	By:	/s/  JAMES M. RUTLEDGE	
 	 	 	James M. Rutledge	
 	 	 	Vice Chairman, President and Chief Financial Officer	
 	 	 	
Date:	August 5, 2015