US Ecology, Inc.
Annual Report 2014

Plain-text annual report

Morningstar® Document Research℠ FORM 10-KUS ECOLOGY, INC. - ECOLFiled: March 02, 2015 (period: December 31, 2014)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The userassumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot belimited or excluded by applicable law. Past financial performance is no guarantee of future results.Use these links to rapidly review the documentTABLE OF CONTENTS TABLE OF CONTENTSTable of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KCommission file number: 0000-11688US ECOLOGY, INC.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization) 95-3889638(I.R.S. EmployerIdentification No.)251 E. Front St., Suite 400Boise, Idaho(Address of principal executiveoffices) 83702(Zip Code)Registrant's telephone number, including area code: (208) 331-8400Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.01 parvalue (Title of class) Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ýIndicate 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 1934during 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 filingrequirements for the past 90 days. Yes ý No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes ý No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. ýý ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2014ORo TRANSITION REPORT PURSUANT TO Section 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to .Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.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 thedefinitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ýThe aggregate market value of the registrant's voting stock held by non-affiliates on June 30, 2014 was approximately $1.05 billion based on the closingprice of $48.95 per share as reported on the NASDAQ Global Market System.At February 20, 2015, there were 21,632,443 shares of the registrant's Common Stock outstanding.Documents Incorporated by ReferenceListed hereunder are the documents, any portions of which are incorporated by reference and the Parts of this Form 10-K into which such portions areincorporated: Large accelerated filer ý Accelerated filer o Non-accelerated filer o(Do not check if asmaller reporting company) Smaller reporting company o1. The registrant's definitive proxy statement for use in connection with the Annual Meeting of Stockholders to be heldon or about May 27, 2015 to be filed within 120 days after the registrant's fiscal year ended December 31, 2014,portions of which are incorporated by reference into Part III of this Form 10-K.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents US ECOLOGY, INC.FORM 10-KTABLE OF CONTENTS 2Item Page PART I Cautionary Statement 3 1. Business 4 1A. Risk Factors 19 1B. Unresolved Staff Comments 29 2. Properties 29 3. Legal Proceedings 31 4. Mine Safety Disclosures 31 PART II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities 32 6. Selected Financial Data 35 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 35 7A. Quantitative and Qualitative Disclosures About Market Risk 57 8. Financial Statements and Supplementary Data 59 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 100 9A. Controls and Procedures 100 9B. Other Information 100 PART III 10. Directors, Executive Officers and Corporate Governance 101 11. Executive Compensation 101 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 101 13. Certain Relationships and Related Transactions, and Director Independence 102 14. Principal Accounting Fees and Services 102 PART IV 15. Exhibits, Financial Statement Schedules 102 SIGNATURES 103 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents PART I Cautionary Statement for Purposes of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historicalfacts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements include statementspreceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project,""intend" and similar expressions. These statements include, among others, statements regarding our financial and operating results, strategic objectives andmeans to achieve those objectives, the amount and timing of capital expenditures, repurchases of its stock under approved stock repurchase plans, theamount and timing of interest expense, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sourcesof liquidity.Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on management's beliefs andassumptions, which in turn are based on currently available information. Important assumptions include, among others, those regarding demand forCompany services, expansion of service offerings geographically or through new or expanded service lines, the timing and cost of planned capitalexpenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements alsoinvolve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-lookingstatement. Many of these factors are beyond our ability to control or predict. Such factors include the replacement of non-recurring event clean-up projects,a loss of a major customer, our ability to permit and contract for timely construction of new or expanded disposal cells, our ability to renew our operatingpermits or lease agreements with regulatory bodies, loss of key personnel, compliance with and changes to applicable laws, rules, or regulations, access toinsurance, surety bonds and other financial assurances, a deterioration in our labor relations or labor disputes, our ability to perform under requiredcontracts, failure to realize anticipated benefits and operational performance from acquired operations, including our acquisition of EQ Holdings, Inc. inJune 2014, adverse economic or market conditions, government funding or competitive pressures, incidents or adverse weather conditions that could limitor suspend specific operations, access to cost effective transportation services, fluctuations in foreign currency markets, lawsuits, our willingness or abilityto pay dividends, implementation of new technologies, limitations on our available cash flow as a result of our indebtedness and our ability to effectivelyexecute our acquisition strategy and integrate future acquisitions.Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and ExchangeCommission (the "SEC"), we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,future events or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected inforward-looking statements are reasonable, we cannot guarantee future results or performance. Before you invest in our common stock, you should beaware that the occurrence of the events described in the "Risk Factors" section in this report could harm our business, prospects, operating results, andfinancial condition.Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to them anymaterial non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with anystatement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirmingfinancial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts oropinions, such reports are not the responsibility of US Ecology, Inc.3Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 1. BUSINESS GeneralThe table below contains definitions that are used throughout this Annual Report on Form 10-K.US Ecology, Inc. is a leading North American provider of environmental services to commercial and government entities. The Company addresses thecomplex waste management needs of its customers, offering treatment, disposal and recycling of hazardous, non-hazardous and radioactive waste, as well as awide range of complementary field and industrial services. US Ecology's comprehensive knowledge of the waste business, its collection of waste managementfacilities combined and focus on safety, environmental compliance, and customer service enables us to effectively meet the needs of our customers and tobuild long-lasting relationships. Headquartered in Boise, Idaho, we are one of the oldest providers of such services in North America. US Ecology and itspredecessor companies have been in business for more than 60 years. As of December 31, 2014, we employed approximately 1,800 people.US Ecology was most recently incorporated as a Delaware corporation in May 1987 as American Ecology Corporation. On February 22, 2010, the Companychanged its name from American Ecology Corporation to US Ecology, Inc. Our filings with the SEC are posted on our website at www.usecology.com. Theinformation found on our website is not part of this or any other report we file with or furnish to the SEC. The public can also obtain copies of these filings byvisiting the SEC's Public Reference Room at4Term MeaningUS Ecology, the Company, "we," "our," "us" US Ecology, Inc., and its subsidiariesAEA Atomic Energy Act of 1954, as amendedCEPA Canadian Environmental Protection Act (1999)CERCLA or "Superfund" Comprehensive Environmental Response, Compensationand Liability Act of 1980LARM Low-activity radioactive material exempt from federalAtomic Energy Act regulation for disposalLLRW Low-level radioactive waste regulated under the federalAtomic Energy Act for disposalNORM/NARM Naturally occurring and accelerator produced radioactivematerialNRC U.S. Nuclear Regulatory CommissionPCBs Polychlorinated biphenylsQEQA Québec Environmental Quality ActRCRA Resource Conservation and Recovery Act of 1976SEC U. S. Securities and Exchange CommissionTSCA Toxic Substances Control Act of 1976TSDF Treatment, Storage and Disposal FacilityUSACE U.S. Army Corps of EngineersUSEPA U.S. Environmental Protection AgencyWUTC Washington Utilities and Transportation CommissionSource: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents100 F Street NE, Washington DC 20549, or by calling the SEC at 1-800-SEC-0330 or by accessing the SEC's website at www.sec.gov.As a result of our acquisition of EQ Holdings, Inc. ("EQ") on June 17, 2014, we have made changes to the manner in which we manage our business, makeoperating decisions and assess our performance. Under our new structure our operations are managed in two reportable segments reflecting our internalmanagement reporting structure and nature of services offered as follows:Environmental Services—This segment includes all of the legacy US Ecology operations and the legacy EQ treatment and disposal facilities. Itprovides a broad range of hazardous material management services including transportation, recycling, treatment and disposal of hazardous and non-hazardous waste at Company-owned landfill, wastewater and other treatment facilities.Field & Industrial Services—This segment includes all of the field and industrial service business of the legacy EQ operation. It provides packagingand collection of hazardous waste and total waste management solutions at customer sites and through our 10-day transfer facilities. Services includeon-site management, waste characterization, transportation and disposal of non-hazardous and hazardous waste. This segment also provides specialtyservices such as high-pressure and chemical cleaning, centrifuge and materials processing, tank cleaning, decontamination, remediation,transportation, spill cleanup and emergency response and other services to commercial and industrial facilities and to government entities.Financial information with respect to each segment is further discussed in Note 18 to the Consolidated Financial Statements located in Item 8—FinancialStatements and Supplementary Data to this Form 10-K.Prior to the acquisition of EQ, our operations were managed in two reportable segments: Operating Disposal Facilities and Non-Operating Disposal Facilities.The Operating Disposal Facility segment represented disposal facilities accepting hazardous and radioactive waste while the Non-Operating Disposal Facilitysegment represented facilities not accepting hazardous and/or radioactive waste. All operations of both the former Operating Disposal Facilities and the Non-Operating Disposal Facilities segment are now included in the Environmental Services segment. None of the Company's legacy operations prior to theacquisition of EQ have been assigned to the Field & Industrial Services segment.Environmental Services SegmentOur Environmental Services involve the transportation, treatment, recycling and disposal of hazardous and non-hazardous wastes, and include physicaltreatment, recycling, landfill disposal and wastewater treatment services.Waste Treatment & DisposalWe recycle, treat and dispose of hazardous and non-hazardous industrial wastes. The wastes handled include substances which are classified as "hazardous"because of their corrosive, ignitable, infectious, reactive or toxic properties, and other wastes subject to federal, state and provincial environmentalregulation. The wastes we handle come in solid, liquid and sludge form and can be received in a variety of containerized and bulk forms transported to ourfacilities by truck and rail.We own and operate five permitted hazardous waste treatment and disposal landfills in the United States and Canada used primarily for the disposal of wastestreated at Company-owned onsite and offsite treatment facilities. The United States landfills are regulated under RCRA by the respective states in which theyare located and the EPA while our Canadian landfill is regulated by the Quebec Ministry of Environment. We also operate a commercial LLRW landfill inRichland, Washington that is licensed by the Washington Department of Health for health and safety purposes. The WUTC sets disposal rates for LLRW.Rates are set at an amount sufficient to cover operating costs and provide us with a reasonable5Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsprofit. The current rate agreement with the WUTC was extended in 2013 and is effective until January 1, 2020.As of December 31, 2014, the useful economic lives of our six landfills include approximately 32.8 million cubic yards of remaining capacity. This estimateof the useful economic lives of these landfills includes permitted airspace and unpermitted airspace that we believe can be permitted in the future based onour analysis of site conditions and applicable regulations. In addition to the capacity included in the useful economic lives of these landfills, there areapproximately 18.1 million cubic yards of additional unpermitted airspace capacity included in the footprints of these landfills that may ultimately bepermitted, although there can be no assurance that any unpermitted additional capacity will be permitted.Treatment and disposal ("T&D") revenue can be broken down into two categories: "Base Business" and "Event Business." Base Business tends to be wastegenerated through on-going industrial processes that are recurring in nature. Event Business is waste generated from a discrete waste clean-up project that isone-time in nature. The duration of Event Business projects can last from a one-week clean-up of a small contaminated site to a multiple year clean-upproject.A significant portion of our T&D revenue is attributable to discrete Event Business projects which vary widely in size, duration and unit pricing. For the yearended December 31, 2014, approximately 41% of our T&D revenue (excluding EQ) was derived from Event Business projects. The one-time nature of EventBusiness, diverse spectrum of waste types received and widely varying unit pricing necessarily creates variability in revenue and earnings. This variabilitymay be influenced by general and industry-specific economic conditions, funding availability, changes in laws and regulations, government enforcementactions or court orders, public controversy, litigation, weather, commercial real estate, closed military bases and other redevelopment project timing,government appropriation and funding cycles and other factors. The types and amounts of Base Business waste received also vary quarter to quarter,sometimes significantly, but are generally more predictable than Event Business.The types of waste received, also referred to as "service mix," can produce significant quarter-to-quarter and year-to-year variations in revenue, averageselling price, gross profit, gross margin, operating profit and net income for both Base Business and Event Business. Base Business representedapproximately 59% and 62% of disposal revenue (excluding transportation and EQ) for the years ended December 31, 2014 and 2013, respectively. EventBusiness contributed approximately 41% and 38% of disposal revenue (excluding transportation and EQ) for the years ended December 31, 2014 and 2013,respectively. Our strategy is to expand our Base Business while securing both short-term and extended-duration Event Business. When Base Business coversour fixed overhead costs, a significant portion of disposal revenue generated from Event Business is generally realized as operating income and net income.This strategy takes advantage of the favorable operating leverage inherent to the largely fixed-cost nature of the waste disposal business. Contributionmargin is influenced by whether the waste is directly disposed ("direct disposal") or requires the application of chemical reagents, absorbents or otheradditives (variable costs) to treat the waste prior to disposal.Wastewater TreatmentWe operate wastewater treatment facilities that offer a range of wastewater treatment technologies. These wastewater treatment operations involve processinghazardous and non-hazardous wastes through the use of physical and chemical treatment methods. Our wastewater treatment facilities treat a broad range ofindustrial liquid and semi-liquid wastes containing heavy metals, organics and suspended solids.6Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe following table summarizes the locations and services of our active Environmental Services waste treatment and/or disposal facilities:7Location Onsite Landfill ServicesBeatty, Nevada Yes Hazardous and non-hazardous industrial waste treatment, storage and disposalfacility permitted under Subtitle C of RCRA and TSCA to treat and disposeRCRA, TSCA and certain NRC-exempt (NORM) radioactive waste.Robstown, Texas Yes Hazardous and non-hazardous industrial waste treatment, storage and disposalfacility permitted under Subtitle C of RCRA to treat and dispose RCRA, PCBremediation and certain NRC-exempt (LARM and NORM/NARM) radioactivewaste. PCB waste storage for off-site shipment. Features a thermal desorptionrecycling system that removes recoverable oils and metal catalysts frompetroleum wastes. Rail transfer station.Grand View, Idaho Yes Hazardous and non-hazardous industrial waste treatment, storage and disposalfacility permitted under Subtitle C of RCRA and TSCA to treat RCRA andTSCA wastes and certain NRC-exempt (NORM/NARM, TechnologicallyEnhanced NORM (TENORM)) radioactive waste. Rail transfer station.Belleville, Michigan Yes Hazardous and non-hazardous industrial waste treatment, storage and disposalfacility permitted under Subtitle C of RCRA to treat and dispose RCRA wastesand certain NRC-exempt (NORM/NARM, Technologically Enhanced NORM(TENORM)) radioactive waste. Permitted under TSCA to dispose TSCA wastes.Features a regenerative thermal oxidation air pollution control system that iscompliant with RCRA Subpart CC air emissions standards. Rail transfer station.Blainville, Québec, Canada Yes Permitted by the Canadian Ministry of Environment and authorized under theEnvironmental Quality Act by Order-in-Council to treat and stabilize inorganichazardous liquid and solid waste and contaminated soils to produce a non-leachable concrete-like material for disposal in the onsite landfill. Specializesin processing hard-to-treat materials, such as cyanides, mercury compounds,strong acids, oxidizers, lab packs, contaminated debris and batteries. Railtransfer station.Richland, Washington Yes LLRW disposal facility accepts Class A, B, and C commercial LLRW fromwithin the Northwest Interstate and Rocky Mountain Compacts, NORM/NARMand LARM waste including radium sources produced by customers nationwide.One of only three full-service Class A, B, and C disposal facilities in the nation.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents8Location Onsite Landfill ServicesDetroit, Michigan No RCRA Part B and Centralized Wastewater Treatment ("CWT") permittedindustrial and non-hazardous treatment of liquid wastes, stabilization,solidification, chemical oxidation/reduction and deactivation of solid andliquid wastes. Hazardous and non-hazardous wastewater treatment and disposalof organic and inorganic liquids and solids. Direct rail access.Canton, Ohio No RCRA Part B and CWT permitted wastewater treatment of liquid wastes andstabilization, solidification, chemical oxidation/reduction, deactivation andmetals recovery of liquid and solid wastes. Specializes in a delisting processthat converts industrial inorganic wastes into non-hazardous residuals.Harvey, Illinois No RCRA Part B and CWT permitted wastewater treatment of liquid wastes andstabilization, solidification, chemical oxidation/reduction, deactivation andmetals recovery of liquid and solid wastes. Specializes in a delisting processthat converts industrial inorganic wastes into non-hazardous residuals.York, Pennsylvania No RCRA Part B and CWT permitted wastewater treatment of liquid wastes andstabilization, solidification, chemical oxidation/reduction, deactivation andmetals recovery of liquid and solid wastes. Specializes in a delisting processthat converts industrial inorganic wastes into non-hazardous residuals.Tulsa, Oklahoma No RCRA Part B and CWT permitted wastewater treatment of liquid wastes andstabilization, solidification, chemical oxidation/reduction and deactivation.Augusta, Georgia No CWT permitted non-hazardous wastewater treatment for industrial clients,tanker wash services and solidification of non-hazardous liquids and sludges,both in bulk and containers. Tanker wash services include washing, steamingand chemical cleaning of tankers, vacuum trucks and ISOtainers.Sulligent, Alabama No RCRA Part B permitted TSDF provides industrial and non-hazardous storageand consolidation, industrial cleaning and maintenance services, emergencyresponse, laboratory packaging and small quantity chemical managementservices.Tampa, Florida No RCRA Part B permitted hazardous and non-hazardous waste treatment.Hazardous waste transfer and storage. Laboratory packaging services, smallquantity chemical management services, household hazardous wastemanagement, light duty remediation an industrial cleaning.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsRecycling ServicesWe operate recycling technologies designed to reclaim valuable commodities from hazardous waste, particularly solvent-based wastes generated byindustrial cleaning operations, metal finishing and other manufacturing processes. Resource recovery involves the treatment of wastes using various methodsto effectively remove contaminants from the original material to restore its usefulness and to reduce the volume of waste requiring disposal.We offer full-service stormwater management and propylene glycol recovery at major airports. We currently operate deicing fluid collection systems at theMinneapolis-St. Paul International, Pittsburgh and Detroit airports. We also receive deicing fluids from other major airports within the Great Lakes Region,including Cincinnati, Grand Rapids, Cleveland and Albany. Recovered fluids are transported to our RCRA Part B and CWT permitted chemical recyclingfacility in Romulus, Michigan where they are recycled into a greater than 99% pure material that is sold to industrial users.We also operate a thermal desorption unit at our Robstown, Texas facility that recovers oil and catalyst from refinery waste. The recycled oil and recycledcatalyst are sold to third parties.We operate a fleet of mobile solvent recycling stills that provide on-site recycling services throughout the Eastern United States. The trailer-mounted stillsare self-contained units that perform solvent distillation at the point of generation. Waste solvents are processed in 500 - 7,500 gallon batches, and cleansolvent is returned for reuse. Our Mobile Recycling services are based in Mt. Airy, North Carolina.TransportationFor waste transported by rail from locations distant from our facilities, transportation-related revenue can account for as much as 75% of total project revenue.While bundling transportation and disposal services reduces overall gross profit as a percentage of total revenue ("gross margin"), this value-added servicehas allowed us to win multiple projects that we believe we could not have otherwise competed for successfully. Our Company-owned fleet of gondolarailcars, which is periodically supplemented with railcars obtained under operating leases, has reduced our transportation expenses by largely eliminatingreliance on more costly short-term rentals. These Company-owned railcars also help us to win business during times of demand-driven railcar scarcity. Tomaximize utilization of our railcar fleet, we periodically deploy available railcars to transport waste from clean-up sites to disposal facilities operated byother companies. Such transportation services may also be bundled with for-profit logistics and field services support work.Field & Industrial Services SegmentOur Field & Industrial Services include a wide range of industrial maintenance and specialty services at refineries, chemical plants, utilities, pulp and papermills, automotive and other government, commercial and industrial facilities. Onsite specialty services include high-pressure and chemical cleaning,centrifuge and materials processing, tank cleaning, decontamination, remediation, transportation, spill cleanup and emergency response. We provide theseservices through a network of facilities located throughout the Eastern United States that are organized into service lines including Industrial Services,Remediation Services, Managed Services, Emergency Response, Transfer and Processing and Terminal Services.Collection & TransportationAs an integral part of our services, we operate a network of service centers that characterize, package and collect industrial wastes from customers andtransport such wastes to and between our facilities for treatment or bulking for shipment to final disposal locations. Customers typically accumulate wastes incontainers, such as 55 gallon drums, bulk storage tanks or 20 cubic yard roll-off containers. We utilize a variety of specially designed and constructed tanktrucks and semi-trailers as well as third-party9Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentstransporters, including railroads. Depending on customer needs and competitive economics, transportation services may be offered at or near our cost to helpsecure new business.Industrial ServicesOur primary industrial service offerings include emergency response, industrial cleaning and maintenance for utilities, refineries, chemical plants, pulp andpaper mills, steel and automotive plants, and refinery services such as tank cleaning, centrifuge and temporary storage. We also provide infrastructuresupport, primarily to utilities and pipelines, including hydro-excavation, sewer cleaning and sewer rehabilitation services.Remediation ServicesOur remediation service offerings include site assessment, onsite treatment, project management and remedial action planning and execution.Managed ServicesOur managed service offerings consist of Total Waste Management ("TWM") programs, retail services, laboratory packing and Household Hazardous Waste("HHW") collection. Through our TWM program, customers outsource the management of their waste program to us, allowing us to organize and coordinatetheir waste management disposal activities. Retail services, laboratory packing and HHW are full-service waste characterization, packaging, collection andtransportation programs. Services are provided to small, medium and large industrial and commercial customers. These programs are built on our network ofservice centers, employ highly trained staff and provide a high level of service to the customer.Emergency ResponseOur primary emergency response offerings include spill response, waste analysis and treatment and disposal planning. We also offer product transfers, spillcontingency planning and yearly service agreements with first responder status. Trained, experienced professionals operate the Company's EmergencyResponse Service 24 hours per day, 7 days per week.Transfer and ProcessingOur transfer and processing stations stage and consolidate non-bulk loads of hazardous, non-hazardous and universal waste into full loads for more efficientshipment to Company-owned or third-party treatment and disposal facilities. This allows us to offer a broader geographic presence without having adedicated, Company-owned treatment or disposal facility in the region.Terminal ServicesOur terminal services include petroleum and chemical tank cleaning and other services, including emergency response, construction and industrialmaintenance. The Company services several major petroleum terminals around New York Harbor.Waste Services IndustryDuring the 1970s and 1980s, waste services industry growth in the United States was driven by new environmental laws and actions by federal and stateagencies to regulate existing hazardous waste management facilities and direct the clean-up of contaminated sites under the federal Superfund law. By theearly 1990s, excess hazardous waste management capacity had been constructed by the industry. Over this same period, to better manage risk and reduceexpenses, many waste generators instituted industrial10Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsprocess changes and other methods to reduce waste production. These factors led to highly competitive market conditions that still apply today.In the U.S., hazardous waste is regulated under the RCRA, which created a cradle-to-grave system governing defined hazardous waste from the point ofgeneration to ultimate disposal. RCRA requires waste generators to distinguish between "hazardous" and "non-hazardous" wastes, and to treat, store anddispose of hazardous waste in accordance with specific regulations. Generally, entities that treat, store, or dispose of hazardous waste must obtain a permit,either from the USEPA or from a state agency to which the USEPA has delegated such authority. Similar regulations and management methods apply tohazardous waste generation in Canada, which is regulated by the Canada Ministry of Environment and delegated to provincial agencies.Disposal facilities are typically designed to permanently contain the waste and prevent the release of harmful pollutants into the environment. The mostcommon hazardous waste disposal practice is placement in an engineered disposal unit such as a landfill, surface impoundment or deep injection well.RCRA's hazardous waste permitting program establishes specific requirements that must be followed when managing those wastes.We believe that a baseline demand for hazardous waste services will continue into the future with fluctuations driven by general and industry-specificeconomic conditions, identification and prioritization of new clean-up needs, clean-up project schedules, funding availability, regulatory changes and otherpublic policy decisions. We further believe that the ability to deliver specialized niche services while aggressively competing for large volume clean-upprojects and non-niche commodity business opportunities differentiates successful from less successful companies. We seek to control variable costs, expandservice lines, increase waste throughput efficiency, employ innovative treatment techniques, provide complementary transportation and logistics services,build market share and increase profitability.Our Richland, Washington disposal facility, serving the Northwest and Rocky Mountain LLRW Compacts, is one of three operating Compact disposalfacilities in the nation. While our Washington disposal facility has substantial unused capacity, it can only accept LLRW from the 11 western statescomprising the two Compacts served. The Barnwell, South Carolina site, operated by Energy Solutions, Inc. ("Energy Solutions"), exclusively serves thethree-state Atlantic Compact. A third LLRW disposal facility, licensed by Waste Control Specialists, LLC and located near Andrews, Texas serves the two-state Texas Compact and approved out-of-compact waste generators. Class A LLRW from states outside the Northwest Compact region may also be disposedat a non-compact, commercial disposal site in Clive, Utah, also operated by Energy Solutions.Increases in pricing at AEA licensed LLRW disposal facilities heightened demand for more cost-effective disposal options for soil, debris, consumer products,industrial wastes and other materials containing LARM, including "mixed wastes," exhibiting both hazardous and radioactive properties. In addition tocommercial demand, a substantial amount of LARM is generated by government clean-up projects. The NRC, USEPA and USACE have authorized the use ofhazardous waste disposal facilities to dispose of certain LARM, encouraging expansion of this compliant, cost-effective alternative. We have been successfulat expanding our permits at four of our RCRA hazardous waste facilities to allow acceptance of additional LARM wastes.Industrial Services IndustryThe industrial services industry is highly fragmented with thousands of small companies performing a variety of cleaning, maintenance and other services toindustrial based companies such as utilities, refineries, chemical plants, pulp and paper mills, and steel and automotive plants. We believe customersincreasingly desire to shift high fixed costs to lower variable costs by outsourcing waste management and industrial services. Some companies, such as pulpand paper mills, power generation plants, petroleum refineries and chemical processors, are required to perform specialized "turnaround" maintenance only11Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsonce or twice per year, making it impractical and cost-prohibitive to purchase expensive, specialized equipment, comply with complex permits and employfull-time specialized technicians required to perform those services. Similarly, the regulatory requirements of characterizing, manifesting, transporting andproperly disposing of waste has led many companies to outsource this function to specialists. Our network of service centers and treatment, recycling andstorage facilities provides a national footprint allowing us to serve these customers, while at the same time internalizing the waste to our own facilities.Industrial services generally have low barriers to entry and customers are frequently won based on quality of service, reputation, health and safety record,logistics and price. This low barrier to entry has fostered a fragmented and competitive market place.StrategyOur strategy is to capitalize on our difficult-to-replicate combination of treatment and disposal assets and complementary service lines to provide a fullservice offering to customer and increase market share in the diverse markets we serve. We are focused on safety, environmental compliance and acommitment to customer service excellence. In addition to organic growth initiatives, we actively pursue acquisition opportunities to expand our geographicreach, service lines and customer base. The principal elements of our business strategy are to:Execute Best-in-Class Safety and Environmental Compliance Programs. We pursue best-in-class safety and environmental compliance at US Ecology. Notonly is it the cornerstone of our business, but our customers and regulators rely on our expertise when they select us as a vendor or grant us permits andlicenses. We deploy significant resources in terms of human capital, programs and facility investment to achieve safe and compliant operations. TheCompany has dedicated professionals who oversee and manage safety and environmental programs including, but not limited to, employee training, internaland independent external audits, safety incentive programs, Voluntary Protection Programs ("VPP"), the Safety & Health Achievement Recognition Program,and ISO 9001 and ISO 14001 programs. Dedicated senior managers regularly review and discuss environmental and safety results with operational staff,management and the Board of Directors to improve our safety results and focus on regulatory compliance.Leverage Regulatory Expertise to Expand Permit Capabilities and Broaden Cost-Effective Service Offerings. We have a proven track record of leveragingmore than six decades of regulatory experience to broaden service offerings. Working with customers, we assess market opportunities in relation to existinglaws, regulations and permit conditions. Our engineering, operational and regulatory affairs personnel then seek authority to implement innovative processesand technologies and accept additional types of waste by modifying our existing permits or obtaining new permits.Continue to Build on Our Robust Waste Handling Infrastructure to Increase Revenue from Existing Assets. We have a unique set of treatment, recyclingand disposal assets in the highly regulated hazardous and radioactive waste industry. We aim to enhance treatment capabilities at our existing facilities tohandle additional waste streams and increase throughput. We also continue to invest in equipment and infrastructure to ensure that we have amplethroughput capacity to expand our Event Business while continuing to support our Base Business customers.Execute on Marketing Initiatives to Grow Organically. Our sales team is focused on high margin, niche wastes that our competitors may not be able toobtain the necessary regulatory authorizations for or handle cost-effectively. We seek to expand into new markets and offer new services allowing us to cross-sell or bundle services and ultimately drive incremental volume into our existing disposal facilities. Our strategy is to have our Base Business cover our fixedoverhead costs and deliver a reasonable profit, which allows the majority of our Event Business revenue to be realized as operating profit. We aim to continuebuilding our Base Business while remaining flexible enough to handle large clean up events.12Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsDeliver Innovative Technological Solutions: We challenge ourselves to identify innovative and technology-driven solutions to solve our customers' wastemanagement challenges. Past examples include leveraging our expertise in developing waste treatment recipes for organic and metals-bearing wastes,utilizing waste as a reagent to treat other wastes, beneficial reuse of select wastes, partnering with an innovative technology provider to deploy thermaldesorption technology to recover oil and metal catalyst from refinery waste, and stabilizing mercury laden waste and other wastes using patented treatmentprocess.Pursue a Disciplined Acquisition Strategy to Add Complementary Capabilities. We pursue selective acquisitions to expand our disposal network, customerbase and geographic footprint. We have had success achieving this in recent years through our targeted acquisition strategy, acquiring Stablex in 2010,Dynecol, Inc. in 2012 and EQ in 2014. The acquisition of EQ also provided us with an entirely new line of complementary field and industrial serviceofferings. We continue to seek acquisition opportunities to further expand our service offerings across the hazardous waste value chain while maintaining ourcommitment to compliance, safety and customer service excellence.Competitive StrengthsDifficult-to-Replicate Infrastructure. We consider our disposal facilities to be difficult to replicate due to the longstanding regulatory and public policyenvironment for hazardous waste processing facilities, which includes the generally high cost of obtaining permits, multi-year permitting timeframes,uncertainty of outcome, high initial capital expenditures and the potential for both broad-based and local community opposition to the development of newfacilities. As a result, it has been more than 15 years since a new hazardous waste landfill or incinerator has been built in the United States. We operate five oftwenty landfills in the U.S. and Canada that are permitted to accept RCRA wastes. Our Richland, Washington LLRW facility is one of only three full-serviceClass A, B, and C disposal facilities in the U. S. One of these three facilities was recently licensed and constructed after a lengthy and expensive process thatwas underway for well more than a decade. Our personnel have extensive experience safely managing certain radioactive waste requiring the use of shieldingand remote handling devices.Significant Regulatory and Operating Expertise. We operate in a highly regulated marketplace. The permitting process for operating disposal assets in ourindustry is lengthy and complex, requiring a deep understanding of federal and state hazardous and radioactive waste laws and regulations. We maintain aregulatory compliance and permitting program at our disposal facilities that has allowed us to obtain approvals to expand our service offering in terms of thetypes, amounts and concentrations of wastes that we are authorized to accept. Our track record of successfully navigating government regulatory andpermitting processes has been a consistent competitive advantage.A Market Leader in Hazardous & Non-Hazardous Waste Treatment and Disposal. We are a leader in the North American hazardous waste services sectorwith more than six decades of experience. Our collection of disposal assets combined with our transportation network provides us with coast-to-coasttreatment and disposal capabilities, allowing us to serve a diverse mix of customers and industries across the United States, Canada and Mexico.Comprehensive Waste Services. Our comprehensive waste service offerings allow us to act as a full-service provider to our customers. Our full-serviceorientation creates incremental revenue growth as customers seek to minimize the number of outside vendors through "one-stop" service providers.Diverse Markets and Customer Base. In 2014, we serviced more than 4,000 commercial and governmental entities, such as refineries, chemical productionfacilities, utilities, heavy manufacturers, steel mills, pulp and paper mills, waste brokers and medical and academic institutions. Our broad range of end-markets gives us exposure to a variety of industrial cycles, lessening the impact of market volatility.13Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSolid Safety and Compliance Record. Safety and environmental compliance is a cornerstone of US Ecology's business. The Company has dedicatedenvironmental professionals who oversee and manage safety and environmental programs including, but not limited to, employee training, internal andindependent external audits, safety incentive programs, Voluntary Protection Programs ("VPP"), the Safety & Health Achievement Recognition Program, andISO 9001 and ISO 14001 programs. Dedicated senior managers regularly review and discuss environmental and safety results with operational staff,management and the Board of Directors to improve our safety results and focus on regulatory compliance. In addition, we have received multiple operatingsite safety awards including the VPP Star Worksite Award, Thoroughbred Safety Award and the CSX Chemical Safety Award.CompetitionOur Environmental Services segment competes with large and small companies in each of the commercial markets we serve. While niche services apply, theradioactive, hazardous and non-hazardous industrial waste management industry is generally very competitive. We believe that our primary hazardous wasteand PCB disposal competitors are Clean Harbors, Inc., Heritage Environmental Services and Waste Management, Inc. Other hazardous waste disposalcompetitors include, but are not limited to, Peoria Disposal Company, Envirosafe Services of Ohio, Tradebe, Ross Environmental, Perma-Fix EnvironmentalServices and Veolia Environmental Services. We believe that our primary radioactive material disposal competitors are Energy Solutions, Inc. and WasteControl Specialists, Inc. We believe the principal competitive factors applicable to both of these businesses are:•price; •specialized permits and "niche" service offerings; •customer service; •operational efficiency and technical expertise; •regulatory compliance and worker safety; •industry reputation and brand name recognition; •transportation distance; and •State or Province and local community support.Competition within our Field & Industrial Services segment varies by locality and type of service rendered, with competition coming from large national andregional service providers and hundreds of privately-owned firms that offer field or industrial services. We believe that our primary field and industrialservices competitors are Clean Harbors, Inc.; Philip Services Corp., Veolia Environmental Services and Waste Management, Inc. Each of these competitors isable to provide most if not all of the field and industrial services we offer.We believe that we are competitive in all markets we serve and that we offer a unique mix of services, including niche technologies and services thatfavorably distinguish us from competitors. We also believe that our strong brand name recognition from six decades of experience, compliance and safetyrecord, customer service reputation and positive relations with regulators and local communities enhance our competitive position. Advantages exist forcompetitors that are larger in scale or have technology, permits or equipment to handle a broader range of waste, that operate in jurisdictions imposing lowerdisposal fees and/or are located closer to where wastes are generated.Permits, Licenses and Regulatory RequirementsObtaining authorization to construct and operate new hazardous or radioactive waste facilities is a lengthy and complex process. We believe we havedemonstrated significant expertise in this area over multiple decades. We also believe we possess all permits, licenses and regulatory approvals required tomaintain regulatory compliance and operate our facilities and have the specialized expertise required to obtain additional approvals to continue growing ourbusiness in the future.14Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsWe incur costs and make capital investments to comply with environmental regulations. These regulations require that we operate our facilities in accordancewith permit-specific requirements. Most of our facilities are also required to provide financial assurance for closure and post-closure obligations should ourfacilities cease operations. Both human resource and capital investments are required to maintain compliance with these requirements.United States Hazardous Waste RegulationOur hazardous, industrial, non-hazardous and radioactive waste treatment, disposal and handling business is subject to extensive federal and stateenvironmental, health, safety, and transportation laws, regulations, permits and licenses. Local government controls may also apply. The responsiblegovernment regulatory agencies regularly inspect our operations to monitor compliance. They have authority to enforce compliance through the suspensionor revocation of operating licenses and permits and the imposition of civil or criminal penalties in case of violations. We believe that these laws andregulations, as well as the specialized services we provide, contribute to demand and create barriers to new competitors seeking to enter the markets we serve.RCRA provides a comprehensive framework for regulating hazardous waste transportation, treatment, storage and disposal. RCRA regulation is theresponsibility of the USEPA, which may delegate authority to state agencies. Chemical compounds and residues derived from USEPA-listed industrialprocesses are subject to RCRA standards unless they are delisted through rulemaking. RCRA liability may be imposed for improper waste management orfailure to take corrective action for releases of hazardous substances. To the extent wastes are recycled or beneficially reused, regulatory controls andpermitting requirements under RCRA diminish. LARM and NORM/NARM may also be managed to varying degrees under RCRA permits, as is authorizedfor our facilities in Grand View, Idaho; Beatty, Nevada; Belleville, Michigan and Robstown, Texas.CERCLA and its amendments impose strict, joint and several liability on owners or operators of facilities where a release of hazardous substances hasoccurred, on parties who generated hazardous substances released at such facilities and on parties who arranged for the transportation of hazardoussubstances. Liability under CERCLA may be imposed if releases of hazardous substances occur at treatment, storage or disposal sites. Since waste generators,transporters and those who arrange transportation are subject to the same liabilities, we believe they are motivated to minimize the number of disposal sitesused. In addition, hazardous waste generated during the remediation of CERCLA cleanup projects and transferred offsite must be managed by a treatment anddisposal facility authorized by EPA to manage CERCLA waste.TSCA regulates the treatment, storage and disposal of PCBs. U.S. regulation and licensing of PCB wastes is the responsibility of the USEPA. Our Grand View,Idaho and Beatty, Nevada facilities have TSCA treatment, storage and disposal permits. Our Belleville, Michigan facility has a TSCA disposal permit. OurRobstown, Texas facility has a TSCA storage permit and may dispose of PCB-contaminated waste in limited concentrations not requiring a TSCA disposalpermit.The AEA assigns the NRC regulatory authority over receipt, possession, use and transfer of certain radioactive materials, including disposal. The NRC hasadopted regulations for licensing commercial LLRW disposal and has delegated regulatory authority to certain states including Washington, where ourRichland facility is located. The NRC and U.S. Department of Transportation regulate the transport of radioactive materials. Shippers must comply with boththe general requirements for hazardous materials transportation and specific requirements for transporting radioactive materials.The Energy Policy Act of 2005 amended the AEA to classify discrete (i.e. concentrated versus diffuse) NORM/NARM as byproduct material. The law doesnot apply to interstate Compacts ratified by Congress pursuant to the LLRW Policy Act.15Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCanadian Hazardous Waste RegulationThe Canadian federal government regulates issues of national scope where activities cross provincial boundaries and affect Canada's relations with othernations. The Provinces retain control over environmental matters within their boundaries including primary responsibility for regulation and management ofhazardous waste.The main federal laws governing hazardous waste management are CEPA and the Transportation of Dangerous Goods Act. Environment Canada is the federalagency with responsibility for environmental matters. CEPA charges Environment Canada and Health Canada with the protection of human health and theenvironment and seeks to control the production, importation and use of substances in Canada and their impact on the environment. The Export and Importof Hazardous Waste Regulations under CEPA govern trans-border movement of hazardous waste and hazardous recyclable materials. These regulationsrequire that anyone proposing to export or import hazardous waste or hazardous recyclable materials or transport them through Canada notify the Minister ofthe Environment and obtain a permit to do so.Our Stablex facility operates in the Province of Québec and is subject to QEQA. This Act, independently developed by the Province, regulates the generation,characterization, transport, treatment and disposal of hazardous wastes. QEQA also provides for the establishment of waste management facilities which arecontrolled by the provincial statutes and regulations governing releases to air, groundwater and surface water.Under QEQA, waste can be defined as hazardous based on origin or characteristic in a manner that is very similar to regulations in effect in the United States.A major difference between the United States regulatory regime and that in Canada relates to ownership and liability. Under Canadian federal regulation,ownership changes when waste is transferred to a properly permitted third-party carrier and subsequently to an approved treatment and disposal facility. As aresult, the generator is no longer liable for proper handling, treatment or disposal. In the United States, joint and several liability is retained by the wastegenerator as well as the transporter and the treatment and disposal facility.Waste transporters require a permit to operate under Québec's regulations and are also subject to the requirements of the Federal Transportation of DangerousGoods law which requires reporting of quantities and disposition of materials shipped.Insurance, Financial Assurance and Risk ManagementWe carry a broad range of insurance coverage, including general liability, automobile liability, real and personal property, workers compensation, directorsand officers liability, environmental impairment liability and other coverage customary to the industry. We do not expect the impact of any known casualty,property, environmental or other contingency to be material to our financial condition, results of operations or cash flows.As noted above, applicable regulations require financial assurance to cover the cost of final closure and post-closure obligations at certain of our operatingand non-operating disposal facilities. Acceptable forms of financial assurance include third-party standby letters of credit, surety bonds and insurance.Alternatively, we may be required to collect fees from waste generators to fund dedicated, state-controlled escrow or trust accounts during the operating lifeof the facility. Through December 31, 2014, we have met our financial assurance requirements through insurance, surety bonds, standby letters of credit andself-funded restricted trusts.Insurance policies covering our U.S. closure and post-closure obligations expire in December 2015. While we expect to timely renew these policies as wehave in the past, if we are unable to obtain adequate closure, post-closure or environmental insurance, any partial or completely uninsured claim against us, ifsuccessful, could have a material adverse effect on our financial condition, results of operations and cash flows. Failure to maintain adequate financialassurance could also result in regulatory action including16Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsearly closure of facilities. As of December 31, 2014, we have provided collateral of $4.1 million in funded trust agreements, $8.7 million in surety bonds,issued $31.8 million in letters of credit for financial assurance and have insurance policies of approximately $45.5 million for closure and post-closureobligations. Financial assurance, premium and collateral cost requirement increases may have an adverse impact on our results of operations.We maintain a surety bond for closure costs associated with the Stablex facility. Our lease agreement with the Province of Québec requires that the suretybond be maintained for 25 years after the lease expires. At December 31, 2014 we had $779,000 in commercial surety bonds dedicated for closureobligations.Primary casualty insurance programs generally do not cover accidental environmental contamination losses. To provide insurance protection for potentialclaims, we maintain pollution legal liability insurance and professional environmental consultant's liability insurance for non-nuclear occurrences. Fornuclear liability coverage, we maintain Facility Form and Workers' Form nuclear liability insurance provided under the federal Price Anderson Act. Thisinsurance covers the operations of our facilities, suppliers and transporters. We purchase primary property, casualty and excess liability policies throughtraditional third-party insurance carriers.Significant CustomersRevenue from a single customer accounted for approximately 10% of total revenue for the year ended December 31, 2014. No customer accounted for morethan 10% of total revenue for the years ended December 31, 2013 or 2012.Geographical InformationFor the year ended December 31, 2014, we derived $388.1 million or 87% of our revenue in the United States and $59.3 million or 13% of our revenue inCanada. For the year ended December 31, 2013, we derived $147.1 million or 73% of our revenue in the United States and $54.0 million or 27% of ourrevenue in Canada. For the year ended December 31, 2012, we derived $130.9 million or 77% of our revenue in the United States and $38.2 million or 23%of our revenue in Canada. Additional information about the geographical areas in which our revenues are derived and in which our assets are located ispresented in Note 18 to the Consolidated Financial Statements located in Item 8—Financial Statements and Supplementary Data to this Form 10-K.Seasonal EffectsSeasonal fluctuations due to weather and budgetary cycles can influence the timing of customer spending for our services. Typically, in the first quarter ofeach calendar year there is less demand for our services due to reduced construction activities related to weather. While large, multi-year clean-up projectsmay continue in winter months, the pace of waste shipments may be slower, or stop temporarily, due to weather. Market conditions and federal fundingdecisions generally have a greater influence on the business than seasonality.PersonnelOn December 31, 2014, we had approximately 1,800 employees, of which approximately 300 in the United States and 100 in Canada were represented byvarious labor unions.17Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsExecutive Officers of RegistrantThe following table sets forth the names, ages and titles, as well as a brief account of the business experience of each person who is an executive officer of USEcology:Jeffrey R. Feeler was appointed President and Chief Executive Officer in May 2013. Mr. Feeler was previously the Company's senior executive as Presidentand Chief Operating Officer from October 2012 to May 2013 and as the Company's Vice President and Chief Financial Officer from May 2007 to October2012. He joined US Ecology in 2006 as Vice President, Controller, Chief Accounting Officer, Treasurer and Secretary. He previously held financial andaccounting management positions with MWI Veterinary Supply, Inc., Albertson's, Inc. and Hewlett-Packard Company. From 1993 to 2002, he held variousaccounting and auditing positions for PricewaterhouseCoopers LLP. Mr. Feeler is a Certified Public Accountant and holds a BBA of Accounting and a BBAof Finance from Boise State University.Simon G. Bell was appointed Executive Vice President of Operations, Environmental Services in June 2014. Mr. Bell previously served as the Company'sExecutive Vice President of Operations and Technology Development from May 2013 to June 2014. From August 2007 to May 2013, he was Vice Presidentof Operations. From 2005 to August 2007, he was Vice President of Hazardous Waste Operations. From 2002 to 2005, he was our Idaho facility GeneralManager and Environmental Manager. His 20 years of industry experience includes service as general manager of a competitor disposal facility and miningindustry experience in Idaho, Nevada and South Dakota. He holds a BS in Geology from Colorado State University.Eric L. Gerratt was appointed Executive Vice President, Chief Financial Officer and Treasurer in May 2013. Mr. Gerratt previously served as the Company'sVice President, Chief Financial Officer, Treasurer and Chief Accounting Officer from October 2012 to May 2013. He joined US Ecology in August 2007 asVice President and Controller. He previously held various financial and accounting management positions at SUPERVALU, Inc. and Albertson's, Inc. From1997 to 2003, he held various accounting and auditing positions for PricewaterhouseCoopers LLP. Mr. Gerratt is a Certified Public Accountant and holds aBS in Accounting from the University of Idaho.Mario H. Romero was appointed Executive Vice President Field and Industrial Services in June 2014. Mr. Romero joined US Ecology after the acquisition ofEQ Holdings, Inc. where he had served as the EQ's Vice President of Operations since 2009. He has more than 30 years of experience in the environmental,energy and industrial services industries, including alternative fuels, renewable energy, recycling, reuse and resource recovery. He previously held executivepositions at Energis LLC, a wholly owned subsidiary of Holcim US, Safety-Kleen Corp. and Philip Services Corp. Mr. Romero is a Professional Engineer inthe State of Illinois and a Member of the American Institute of Chemical Engineers. He holds an MBA from the University of Chicago and a Masters and BSin Chemical Engineering from the Illinois Institute of Technology.Steven D. Welling was appointed Executive Vice President of Sales and Marketing in May 2013. Mr. Welling previously served as the Company's SeniorVice President, Sales and Marketing from January 2010 to May 2013. He joined US Ecology in 2001 through the Envirosafe Services of Idaho (now USEcology Idaho) acquisition. He previously served as National Accounts Manager for Envirosource Technologies and Western Sales Manager for EnvirosafeServices of Idaho and before that managed new market development and sales for a national bulk chemical transportation company. Mr. Welling holds a BSfrom California State University-Stanislaus.18Name Age Title Jeffrey R.Feeler 45 President and Chief Executive Officer Simon G.Bell 44 Executive Vice President of Operations, Environmental Services Eric L.Gerratt 44 Executive Vice President, Chief Financial Officer and Treasurer Mario H.Romero 57 Executive Vice President of Operations, Field & IndustrialServices Steven D.Welling 56 Executive Vice President of Sales and Marketing Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 1A. RISK FACTORSIn addition to the factors discussed elsewhere in this Form 10-K, the following are important factors which could cause actual results or events to differmaterially from those contained in any forward-looking statements made by or on behalf of us.Risks Affecting All of Our BusinessesThe completion of, loss of or failure to renew one or more significant contracts could adversely affect our profitability.We provide disposal and transportation services to customers on discrete Event Business (non-recurring project based work) which varies widely in size,duration and unit pricing. Some of these multi-year projects can account for a significant portion of our revenue and profit. The replacement of 2014 EventBusiness revenue and earnings depends on multiple factors, many of which are outside of our control including, but not limited to, general and industry-specific economic conditions, capital in the commercial credit markets, general level of government funding on environmental matters, real estatedevelopment and other industrial investment opportunities. Our inability to replace the contribution from 2014 Event Business projects with new businesscould result in a material adverse effect on our financial condition and results of operations.Our market is highly competitive. Failure to compete successfully could have a material adverse effect on our business, financial condition and results ofoperations.We face competition from companies with greater resources, closer geographic proximity, service offerings we do not provide and lower pricing in certaininstances. An increase in the number or location of commercial treatment or disposal facilities for hazardous or radioactive waste, significant expansion ofexisting competitor permitted capabilities, acquisitions by competitors or a decrease in the treatment or disposal fees charged by competitors couldmaterially and adversely affect our results of operations. Our business is also heavily affected by waste disposal fees imposed by government agencies. Thesefees, which vary from state to state and are periodically adjusted, may adversely impact the competitive environment in which we operate.Our indebtedness may limit the amount of cash flow available to invest in the ongoing needs of our business, and our Credit Agreement restricts our abilityto engage in certain corporate and financial transactions.On June 17, 2014, in connection with the acquisition of EQ, we entered into a new $540.0 million senior secured credit agreement (the "Credit Agreement")with a syndicate of banks, which substantially increased our outstanding indebtedness. As of December 31, 2014, we had total indebtedness of$394.7 million, comprised entirely of outstanding borrowings under the Credit Agreement. Our Credit Agreement requires us to dedicate a portion of our cashflow from operations to payments on our indebtedness, potentially reducing the availability of our cash flow to fund working capital, capital expenditures,development activity, acquisitions, and other general corporate purposes; increases our vulnerability to adverse general economic or industry conditions;makes us more vulnerable to increases in interest rates, as borrowings under our senior secured credit facilities are at variable rates; and limits our ability toobtain additional financing in the future for working capital or other purposes.In addition, the Credit Agreement and related ancillary agreements with our lenders contain certain covenants that, among other things, restrict our ability toincur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of outstanding stock, create certain liens and engage incertain types of transactions. Our ability to borrow under the Credit Agreement depends upon our compliance with the restrictions contained in the CreditAgreement and events beyond our control could affect our ability to comply with these covenants.19Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsIf we fail to comply with applicable laws and regulations our business could be adversely affected.The changing regulatory framework governing our business creates significant risks. We could be held liable if our operations cause contamination of air,groundwater or soil or expose our employees or the public to contamination. Under current law, we may be held liable for damage caused by conditions thatexisted before we acquired the assets or operations involved. Also, we may be liable if we arrange for the transportation, disposal or treatment of hazardoussubstances that cause environmental contamination at facilities operated by others, or if a predecessor made such arrangements and we are a successor.Liability for environmental damage could have a material adverse effect on our financial condition, results of operations and cash flows.Stringent regulations of federal, state or provincial governments have a substantial impact on our business. Local government controls may also apply. Manycomplex laws, rules, orders and regulatory interpretations govern environmental protection, health, safety, noise, visual impact, odor, land use, zoning,transportation and related matters. Failure to obtain on a timely basis or comply with applicable federal, state, provincial and local governmental regulations,licenses, permits or approvals for our waste treatment and disposal facilities could prevent or restrict our ability to provide certain services, resulting in apotentially significant loss of revenue and earnings. Changes in environmental regulations may require us to make significant capital or other expenditures,or limit operations. Changes in laws or regulations or changes in the enforcement or interpretation of existing laws, regulations or permitted activities mayrequire us to modify existing operating licenses or permits, or obtain additional approvals or limit operations. New governmental requirements that raisecompliance standards or require changes in operating practices or technology may impose significant costs and/or limit operations.Our revenue is primarily generated as a result of requirements imposed on our customers under federal, state, and provincial laws and regulations to protectpublic health and the environment. If requirements to comply with laws and regulations governing management of PCB, hazardous or radioactive waste wererelaxed or less vigorously enforced, demand for our services could materially decrease and our revenues and earnings could be significantly reduced.Failure to perform under our contracts may adversely harm our business.Certain contracts require us to meet specified performance criteria. Our ability to meet these criteria requires that we expend significant resources. If we or oursubcontractors are unable to perform as required, we could be subject to substantial monetary penalties and/or loss of the affected contracts which mayadversely affect our business.Adverse economic conditions, government funding or competitive pressures affecting our customers could harm our business.We serve oil refineries, chemical production plants, steel mills, electric utilities, real estate developers, waste brokers/aggregators serving small manufacturersand other industrial customers that are, or may be, affected by changing economic conditions and competition. These customers may be significantlyimpacted by deterioration in the general economy and may curtail waste production and/or delay spending on plant maintenance, waste clean-up projectsand other discretionary work. Spending by government customers may also be reduced or temporarily suspended due to declining tax revenues that mayresult from a general deterioration in economic conditions or other federal or state fiscal policy. Factors that can impact general economic conditions and thelevel of spending by customers include the general level of consumer and industrial spending, increases in fuel and energy costs, residential and commercialreal estate and mortgage market conditions, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors affectingspending behavior. Market forces may also compel customers to cease or reduce operations, declare bankruptcy, liquidate or relocate to other countries, anyof which could adversely affect our business.20Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOur operations are significantly affected by the commencement and completion of large and small clean-up projects; potential seasonal fluctuations due toweather; budgetary decisions and cash flow limitations influencing the timing of customer spending for remedial activities; the timing of regulatory agencydecisions and judicial proceedings; changes in government regulations and enforcement policies and other factors that may delay or cause the cancellationof clean-up projects. We do not control such factors, which can cause our revenue and income to vary significantly from quarter to quarter and year to year.Loss of key management or sales personnel could harm our business.We have an experienced management team including general managers at our operating facilities and rely on the continued service of these senior managersto achieve our objectives. Our objective is to retain our present management and sales teams and identify, hire, train, motivate and retain other highly skilledpersonnel. The loss of any key management employee or sales personnel could adversely affect our business and results of operations.A change or deterioration in labor relations could disrupt our business or increase costs, which could have a material adverse effect on our business,financial condition and results of operations.The Company is a party to collective bargaining agreements covering 411, or approximately 23%, of our employees. The agreements expire in February2015, November 2015, April 2017 and December 2017. In September 2014, a collective bargaining agreement covering 113 employees at our Taylor, MIfacility expired without being renewed, although renewal negotiations are ongoing. While we believe the Company will maintain good working relationswith its employees on acceptable terms, there can be no assurance that we will be able to negotiate the terms of future agreements in a manner acceptable tothe Company. Potential work disruptions from labor disputes may disrupt our businesses and adversely affect our financial condition and results ofoperations.Our participation in multi-employer pension plans may subject us to liabilities that could materially adversely affect our liquidity, cash flows and results ofoperations.Certain of the Company's wholly-owned subsidiaries acquired in the acquisition of EQ participate in multi-employer defined benefit pension plans under theterms of collective bargaining agreements covering most of the subsidiaries' union employees. To the extent that those plans are underfunded, the EmployeeRetirement Income Security Act of 1974, as amended by the Multi-Employer Pension Plan Amendments Act of 1980 ("ERISA"), may subject us to substantialliabilities if we withdraw from such multi-employer plans or if they are terminated. Under current law regarding multi-employer defined benefit plans, a plan'stermination, an employer's voluntary partial or complete withdrawal from, or the mass withdrawal of all contributing employers from, an underfunded multi-employer defined benefit plan requires participating employers to make payments to the plan for their proportionate share of the multi-employer plan'sunfunded vested liabilities. Furthermore, the Pension Protection Act of 2006 added new funding rules generally applicable to plan years beginning after2007 for multi-employer plans that are classified as "endangered," "seriously endangered," or "critical" status. If plans in which we participate are in criticalstatus, benefit reductions may apply and/or we could be required to make additional contributions. Contributions to these funds could also increase as aresult of future collective bargaining with the unions, a shrinking contribution base as a result of the insolvency of other companies who currently contributeto these funds, failure of the Plan to meet ERISA's minimum funding requirements, lower than expected returns on pension fund assets, or other fundingdeficiencies. Any of the foregoing events could materially adversely affect our liquidity, cash flows and results of operationsBased upon the information available to us from plan administrators as of April 30, 2013, certain of the multi-employer pension plans in which we participateare underfunded. The Pension Protection Act requires that underfunded pension plans improve their funding ratios within prescribed intervals based on21Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsthe level of their underfunding. In addition, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the InternalRevenue Service may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to thefund. We have been notified that certain plans to which our subsidiaries contribute are in "critical" status and these plans may require additionalcontributions in the form of a surcharge on future benefit contributions required for future work performed by union employees covered by these plans. As aresult, we expect our required contributions to these plans to increase in the future. The amount of additional funds we may be obligated to contribute in thefuture cannot be estimated, as such amounts will be based on future levels of work that require the specific use of the union employees covered by theseplans, investment returns and the level of underfunding of such plans.We may not be able or willing to pay future dividends.Our ability to pay dividends is subject to our future financial condition and certain conditions such as continued compliance with bank covenants containedin our Credit Agreement. Our Board of Directors must also approve any dividends at their sole discretion. Pursuant to our Credit Agreement, we may onlydeclare quarterly or annual dividends if on the date of declaration, no event of default has occurred and no other event or condition has occurred that wouldconstitute an event of default due to the payment of the dividend. Unforeseen events or situations could cause non-compliance with these bank covenants, orcause the Board of Directors to discontinue or reduce the amount of any future dividend payment.Future stock issuances could adversely affect common stock ownership interest and rights in comparison with those of other security holders.Our board of directors has the authority to issue additional shares of common stock or preferred stock without stockholder approval. If additional funds areraised through the issuance of equity or securities convertible into common stock, or we use shares of our common stock to pay a portion of the purchaseprice in any future acquisition, the percentage of ownership of our existing stockholders would be reduced, and these newly issued securities may have rights,preferences or privileges senior to those of existing stockholders. If we issue additional common stock or securities convertible into common stock, suchissuance would reduce the proportionate ownership and voting power of each other stockholder. In addition, such stock issuances might result in a reductionof the book value of our common stock.Anti-takeover provisions in our organizational documents and under Delaware law may impede or discourage a takeover, which could cause the marketprice of our common stock to decline.We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire controlof us, even if a change in control would be beneficial to our existing stockholders, which, under certain circumstances, could reduce the market price of ourcommon stock. In addition, protective provisions in our Restated Certificate of Incorporation and Amended and Restated Bylaws or the implementation byour board of directors of a stockholder rights plan could prevent a takeover, which could harm our stockholders.The price of our common stock has fluctuated in the past and this may make it difficult for stockholders to resell shares of common stock at times or maymake it difficult for stockholders to sell shares of common stock at prices they find attractive.The trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stockmarket is subject to fluctuations in share prices and trading volumes that affect the market prices of the shares of many companies. These broad market22Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsfluctuations have adversely affected, and may in the future adversely affect, the market price of our common stock. Among the factors that could affect ourstock price are:•changes in financial estimates and buy/sell recommendations by securities analysts or our failure to meet analysts' revenue or earnings estimates; •actual or anticipated variations in our operating results; •our earnings releases and financial performance; •market conditions in our industry and the general state of the securities markets; •fluctuations in the stock price and operating results of our competitors; •actions by institutional stockholders; •investor perception of us and the industry and markets in which we operate; •general economic conditions in the United States and Canada; •international disorder and instability in foreign financial markets, including but not limited to potential sovereign defaults; and •other factors described in "Risk Factors."A cybersecurity incident could negatively impact our business and our relationships with customers.We use computers in substantially all aspects of our business operations. We also use mobile devices and other online activities to connect with ouremployees and our customers. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertentrelease of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectualproperty, including customers' personal information, private information about employees, and financial and strategic information about the Company andits business partners. Further, if the Company in the future pursues acquisitions or new initiatives that require expanding or improving our informationtechnologies, this may result in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identifycybersecurity risks associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks. Further, despite these securitymeasures, the Company's computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, orother disruptions. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventative measures andincident response efforts may not be entirely effective. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information orintellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result inbusiness disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage.Additional Risks of Our Environmental Services BusinessA significant portion of our business depends upon non-recurring event clean-up projects over which we have no control.A significant portion of our disposal revenue is attributable to discrete Event Business which varies widely in size, duration and unit pricing. For the yearended December 31, 2014, approximately 41% of our treatment and disposal revenue (excluding EQ) was derived from Event Business projects. The one-time nature of Event Business necessarily creates variability in revenue and earnings. This variability is further influenced by service mix, general andindustry-specific economic conditions, funding availability, changes in laws and regulations, government enforcement actions, public controversies,litigation, weather,23Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsproperty redevelopment plans and other factors. As a result of this variability, we can experience significant quarter-to-quarter and year-to-year volatility inrevenue, gross profit, gross margin, operating income and net income. Also, while many large project opportunities are identifiable years in advance, bothlarge and small project opportunities also routinely arise with little prior notice. This uncertainty, which is inherent to the hazardous and radioactive wastedisposal industry, is factored into our budgeting and externally communicated business projections. Our projections combine historical experience withidentified sales pipeline opportunities and planned initiatives for new or expanded service lines. A reduction in the number and size of new clean-up projectswon to replace completed work could have a material adverse effect on our financial condition and results of operations.If we are unable to obtain regulatory approvals and contracts for construction of additional disposal space by the time our current disposal capacity isexhausted, our business would be adversely affected.Construction of new disposal capacity at our operating disposal facilities beyond currently permitted capacity requires state and provincial regulatoryagency approvals. Administrative processes for such approval reviews vary. The State of Texas, which regulates our Robstown facility, provides for anadjudicatory hearing process administered by a hearing officer appointed by the State. There can be no assurance that we will be successful in obtainingfuture expansion approvals in a timely manner or at all. If we are not successful in receiving these approvals, our disposal capacity could eventually beexhausted, preventing us from accepting additional waste at an affected facility. This would have a material adverse effect on our business.If we are unable to renew our operating permits or lease agreements with regulatory bodies, our business would be adversely affected.Our facilities operate using permits and licenses issued by various regulatory bodies at various state, provincial and federal government levels. In addition,three of our facilities operate on land leased from government agencies. Failure to renew our permits and licenses necessary to operate our facilities or failureto renew or maintain compliance with our site lease agreements would have a material adverse effect on our business. There can be no assurance we willcontinue to be successful in obtaining timely permit applications approval, maintaining compliance with our lease agreements and obtaining timely leaserenewals.Our business requires the handling of dangerous substances. Improper handling of such substances could result in an adverse impact on our financialcondition and results of operations.We are subject to unexpected occurrences related, or unrelated, to the routine handling of dangerous substances. A fire or other incident could impair theability of one or more facilities to continue to perform normal operations. This could have a material adverse impact on our financial condition and results ofoperations. Improper handling of these substances could also violate laws and regulations resulting in fines and/or suspension of operations.If we are unable to obtain at a reasonable cost or under reasonable terms and conditions the necessary levels of insurance and financial assurancesrequired for operations, our business and results of operations would be adversely affected.We are required by law, license, permit and prudence to maintain various insurance instruments and financial assurances. We carry a broad range of insurancecoverages that we believe are customary for a company of our size in our business. We obtain these coverages to mitigate risk of loss, allowing us to manageour self-insured exposure from potential claims. We are self-insured for employee health-care coverage. Stop-loss insurance is carried covering liability onclaims in excess of $150,000 per individual or on an aggregate basis for the monthly population. Accrued costs related to the self-insured health carecoverage were $2.1 million and $493,000 at December 31, 2014 and 2013, respectively. We also maintain a24Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPollution and Remediation Legal Liability Policy pursuant to RCRA regulations subject to a $250,000 self-insured retention. In addition, we are insured forconsultant's environmental liability subject to a $100,000 self-insured retention. We are also insured for losses or damage to third party property or peoplesubject to a $50,000 self-insured retention. If our insurers were unable to meet their obligations, or our own obligations for claims were more than expected,there could be a material adverse effect to our financial condition and results of operation.Through December 31, 2014, we have met our financial assurance requirements through a combination of insurance policies, commercial surety bonds andtrust funds. Our insurance policies covering closure and post-closure activities expire in December 2015 for covered U.S. operating facilities (dedicated state-controlled closure and post-closure funds provide financial assurance for our Washington and Nevada facilities). We continue to use self-funded trustaccounts for our post-closure obligations at our U.S. non-operating sites. We use commercial surety bonds for our Canadian operation that expire inNovember 2015. We currently have in place all financial assurance instruments necessary for our operations. While we expect to continue renewing thesepolicies and surety bonds, if we were unable to obtain adequate closure, post-closure or environmental insurance, bonds or other instruments in the future,any partially or completely uninsured claim against us, if successful and of sufficient magnitude, could have a material adverse effect on our results ofoperations and cash flows. Additionally, continued access to casualty and pollution legal liability insurance with sufficient limits, at acceptable terms, isimportant to obtaining new business. Failure to maintain adequate financial assurance could also result in regulatory action including early closure offacilities. As of December 31, 2014, we have provided collateral of $4.1 million in funded trust agreements, $8.7 million in surety bonds, issued$31.8 million in letters of credit for financial assurance and have insurance policies of approximately $45.5 million for closure and post-closure obligationsat covered U.S. operating facilities. We have $779,000 in commercial surety bonds dedicated for closure obligations at our Canadian operating facility.While we believe we will be able to maintain the requisite financial assurance policies at a reasonable cost, premium and collateral requirements maymaterially increase. Such increases could have a material adverse effect on our financial condition and results of operations.The hazardous and radioactive waste industries in which we operate are subject to litigation risk.The handling of radioactive, PCBs and hazardous material subjects us to potential liability claims by employees, contractors, property owners, neighbors andothers. There can be no assurance that our existing liability insurance is adequate to cover claims asserted against us or that we will be able to maintainadequate insurance in the future. Adverse rulings in judicial or administrative proceedings could also have a material adverse effect on our financialcondition and results of operations.We may not be able to obtain timely or cost effective transportation services which could adversely affect our profitability.Revenue at each of our facilities is subject to potential risks from disruptions in rail or truck transportation services relied upon to deliver waste to ourfacilities. Increases in fuel costs and unforeseen events such as labor disputes, public health pandemics, severe weather, natural disasters and other acts ofGod, war or terror could prevent or delay shipments and reduce both volumes and revenue. Our rail transportation service agreements with our customersgenerally allow us to pass on fuel surcharges assessed by the railroads. This may decrease or eliminate our exposure to fuel cost increases. Transportationservices may be limited by economic conditions, including increased demand for rail or trucking services, resulting in periods of slower service to the pointthat individual customer needs cannot be met. No assurance can be given that we can procure transportation services in a timely manner at competitive ratesor pass through fuel cost increases in all cases. Such factors could also limit our ability to achieve revenue and earnings objectives.25Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsWe may not be able to effectively adopt or adapt to new or improved technologies.We expect to continue implementing new or improved technologies at our facilities to meet customer service demands and expand our business. If we areunable to identify and implement new technologies in response to market conditions and customer requirements in a timely, cost effective manner, ourfinancial condition and results of operations could be adversely impacted.Our financial results could be adversely affected by foreign exchange fluctuations.We operate in the United States and Canada but report revenue, costs and earnings in U.S. dollars. Exchange rates between the U.S. dollar and the Canadiandollar are likely to fluctuate from period to period. Because our financial results are reported in U.S. dollars, we are subject to the risk of non-cash translationlosses for reporting purposes. If we continue to expand our international operations, we will conduct more transactions in currencies other than the U.S.dollar. To the extent that foreign revenue and expense transactions are not denominated in the local currency, we are further subject to the risk of transactionlosses. We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations. Fluctuations in foreign currency exchange ratescould have a material adverse effect on our financial condition and results of operations.We are subject to risks associated with operating in a foreign country.On October 31, 2010, we acquired Stablex. Stablex is based in Québec, Canada and uses the Canadian dollar as its functional currency. Internationaloperations are subject to risks that may have material adverse effects on our financial condition and results of operations. The risks that our internationaloperations are subject to include, among other things:•difficulties and costs relating to staffing and managing foreign operations; •foreign labor union relations; •fluctuations in the value of the Canadian dollar; •repatriation of cash from Stablex to the United States; •imposition of additional taxes on our foreign income; and •regulatory, economic and public policy changes.Additional Risks of Our Field & Industrial Services BusinessA significant portion of the our Field & Industrial Services segment depends upon the demand for cleanup of major spills and other remedial projects andregulatory developments over which we have no control.A significant portion of our Field & Industrial Services segment consists of wastewater treatment, remediation, recycling, industrial cleaning andmaintenance, transportation, total waste management, technical services, and emergency response services. Demand for these services can be affected by thecommencement and completion of cleanup of major spills and other events, customers' decisions to undertake remedial projects, seasonal fluctuations due toweather and budgetary cycles influencing the timing of customers' spending for remedial activities, the timing of regulatory decisions relating to hazardouswaste management projects, changes in regulations governing the management of hazardous waste, changes in the waste processing industry towards wasteminimization and the propensity for delays in the demand for remedial services, and changes in governmental regulations relevant to our diverse operations.We do not control such factors and, as a result, our revenue and income can vary from quarter to quarter or year to year, and past financial performance maynot be a reliable indicator of future performance.26Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsAdditional Risks of Completed and Potential AcquisitionsThe acquisition of EQ Holdings, Inc. ("EQ") and any other acquisitions that we undertake could be difficult to integrate, disrupt our business, dilutestockholder value and adversely affect our results of operations.Acquisitions involve multiple risks. Our inability to successfully integrate an acquired business could have a material adverse effect on our financialcondition and results of operations. These risks include but are not limited to:•failure of the acquired company to achieve anticipated revenues, earnings or cash flows; •assumption of liabilities, including those related to environmental matters, that were not disclosed to us or that exceed our estimates; •problems integrating the purchased operations with our own, which could result in substantial costs and delays or other operational, technical orfinancial problems; •potential compliance issues relating to the protection of health and the environment, compliance with securities laws and regulations, adequacy ofinternal controls and other matters; •diversion of management's attention or other resources from our existing business; •risks associated with entering markets or product/service areas in which we have limited prior experience; •increases in working capital investment to fund the growth of acquired operations; •unexpected capital expenditures to upgrade waste handling or other infrastructure or replace equipment to operate safely and efficiently; •potential loss of key employees and customers of the acquired company; and •future write-offs of intangible and other assets, including goodwill, if the acquired operations fail to generate sufficient cash flows.We acquired EQ on June 17, 2014. As part of the acquisition we recorded at fair value $197.2 million of goodwill and $252.9 million of intangiblesassociated with EQ. Our integration of EQ's operations into our operations has required and will continue to require implementation of appropriateoperations, management and financial reporting systems and controls. The integration of EQ has required and will continue to require the focused attentionof our management team, including a significant commitment of time and resources. The success of the acquisition will depend, in part, on the combinedcompany's ability to realize the anticipated benefits from combining the respective businesses and operations of US Ecology and EQ through greaterefficiencies, increased utilization of support facilities and the adoption of mutual best practices. To realize these anticipated benefits, however, the businessand operations of US Ecology and EQ must continue to be effectively combined.If we are not able to achieve these objectives, the anticipated benefits of the acquisition may not be realized fully, if at all, or may take longer to realize thanexpected. It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing business, failure to implement thebusiness plan for the combined businesses, unanticipated issues in integrating service offerings, logistics information, communications and other systems orother unanticipated issues, expenses and liabilities, any or all of which could adversely affect our ability to maintain relationships with customers andemployees or to achieve the anticipated benefits of the acquisition. It is possible that failure to realize the anticipated benefits and operational performance ofEQ could lead to an impairment of goodwill or other intangible assets and such impairment may be material to our financial condition or results ofoperations.27Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOur acquisition of EQ Holdings, Inc. may expose us to unknown liabilities.Because we acquired all of EQ's outstanding common shares, our investment in EQ is subject to all of EQ's liabilities. If there are unknown obligations relatedto the operations of EQ's business, including contingent environmental or other liabilities, our business could be adversely affected. We may learn additionalinformation about EQ's business that adversely affects us, such as unknown liabilities or issues relating to internal controls over financial reporting or thatcould affect our ability to comply with the Sarbanes-Oxley Act or other applicable laws.Failure to realize the anticipated benefits and operational performance of acquired operations could lead to an impairment of goodwill or otherintangible assets.We are required to test goodwill and intangible assets with indefinite useful lives at least annually to determine if impairment has occurred. The testing ofgoodwill and other intangible assets for impairment requires us to make significant estimates about future performance and cash flows, as well as otherassumptions. These estimates can be affected by numerous factors, including potential changes in economic, industry or market conditions, changes in lawsor regulations, changes in business operations, changes in competition or changes in our stock price and market capitalization. Changes in these factors, orchanges in actual performance compared with estimates of our future performance, may affect the fair value of goodwill or other intangible assets, which mayresult in an impairment charge. As a result of acquisitions in 2014, 2012 and 2010, we have goodwill of $217.2 million and indefinite-lived intangible assetsof $49.9 million at December 31, 2014 that must be assessed at least annually for impairment.We cannot accurately predict the amount and timing of any impairment of assets. Should the value of goodwill or other intangible assets become impaired asa result of a failure to realize the anticipated benefits and operational performance of acquired operations, our financial condition and results of operationscould be adversely impacted.In the event that we undertake future acquisitions, we may not be able to successfully execute our acquisition strategy.We may experience delays in making acquisitions or be unable to make acquisitions we desire for a number of reasons. Suitable acquisition candidates maynot be available at purchase prices that are attractive to us or on terms that are acceptable to us. In pursuing acquisition opportunities, we typically competewith other companies, some of which have greater financial and other resources than we do. We may not have available funds or common stock with asufficient market price to complete an acquisition. If we are unable to secure sufficient funding for potential acquisitions, we may not be able to completeacquisitions that we otherwise find advantageous.The timing and number of acquisitions we pursue may cause volatility in our financial results.We are unable to predict the size, timing and number of acquisitions we may complete, if any. In addition, we may incur expenses associated with sourcing,evaluating and negotiating acquisitions (including those that are not completed), and we also may pay fees and expenses associated with financingacquisitions to investment banks and others. Any of these amounts may be substantial, and together with the size, timing and number of acquisitions wepursue, may negatively impact and cause significant volatility in our financial results and the price of our common stock.28Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTSNone. ITEM 2. PROPERTIESThe following table describes our principal physical properties and facilities at December 31, 2014 owned or leased by us. We believe that our existingproperties are in good condition and suitable for conducting our business.In addition to the principal physical properties detailed in the table above, the Company owns or leases a number of smaller (less than 20,000 sq. ft.)properties supporting our Field & Industrial Services segment.The following table provides additional information for our treatment facilities with onsite landfills including total acreage owned or controlled by us at eachfacility, estimated amount of permitted airspace29Location Segment Function Own/LeaseBeatty, Nevada Environmental Svcs. Waste treatment and landfilldisposal LeaseRobstown, Texas Environmental Svcs. Waste treatment and landfilldisposal OwnGrand View, Idaho Environmental Svcs. Waste treatment and landfilldisposal OwnBelleville, Michigan Environmental Svcs. Waste treatment and landfilldisposal OwnBlainville, Québec,Canada Environmental Svcs. Waste treatment and landfilldisposal Own/LeaseRichland, Washington Environmental Svcs. Landfill disposal SubleaseDetroit, Michigan Environmental Svcs. Waste treatment OwnCanton, Ohio Environmental Svcs. Waste treatment OwnHarvey, Illinois Environmental Svcs. Waste treatment OwnYork, Pennsylvania Environmental Svcs. Waste treatment OwnTulsa, Oklahoma Environmental Svcs. Waste treatment OwnAugusta, Georgia Environmental Svcs. Waste treatment OwnSulligent, Alabama Environmental Svcs. Waste treatment OwnTampa, Florida Environmental Svcs. Waste treatment OwnRomulus, Michigan Environmental Svcs. Waste treatment OwnMt. Airy, NC Environmental Svcs. Waste treatment OwnYpsilanti, Michigan Field & IndustrialSvcs. Field and industrial wastemanagement LeaseTaylor, Michigan Field & IndustrialSvcs. Field and industrial wastemanagement OwnBayonne, New Jersey Field & IndustrialSvcs. Field and industrial wastemanagement LeaseAtlanta, Georgia Field & IndustrialSvcs. Field and industrial wastemanagement LeaseRahway, New Jersey Field & IndustrialSvcs. Field and industrial wastemanagement LeaseNorthborough, Mass. Field & IndustrialSvcs. Field and industrial wastemanagement OwnBoise, Idaho Corporate Corporate Office LeaseLivonia, MI Corporate Regional Office LeaseSource: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsavailable at each facility, the estimated amount of non-permitted airspace and the estimated life at each facility. All estimates are as of December 31, 2014.30Location TotalAcreage PermittedAirspace(Cubic Yards) Non-PermittedAirspace(Cubic Yards) EstimatedLife(Years)Beatty, Nevada(1) 80 580,454 — 4Robstown, Texas(2) 913 1,387,421 — 4Grand View, Idaho(3) 1,411 10,854,905 18,100,000 121Belleville, Michigan(4) 455 12,593,699 — 41Blainville, Québec, Canada(5) 350 6,744,232 — 27Richland, Washington(6) 100 647,093 — 41​​Total 32,807,804 18,100,000 ​​​​​​(1)Our Beatty, Nevada facility, which began receiving hazardous waste in 1970, is located in the Amargosa Desert approximately 120miles northwest of Las Vegas, Nevada and approximately 30 miles east of Death Valley, California. We sublease 80 acres from theState of Nevada located within a 400 acre buffer zone leased by the State of Nevada from the federal government. The Companybelieves this dedicated buffer zone is a viable location for expansion to accommodate future disposal operations based on the State ofNevada's request that the federal government transfer the buffer zone property to the State for purposes of disposal facility expansion.In April 2007, we renewed our lease with the State of Nevada as a year-to-year periodic tenancy until (i) that area reaches full capacityand can no longer accept waste (an estimated life of three years using 2014 volume); (ii) the lease is terminated by us at our option; or(iii) the State terminates the lease due to our breach of the lease terms. The State of Nevada assesses disposal fees to fund a dedicatedtrust account to pay for future closure and post-closure costs. (2)Our Robstown, Texas facility began operations in 1973. It is located on 240 acres owned by the Company approximately 10 mileswest of Corpus Christi, Texas. We own an additional 673 acres of adjacent land for future expansion. We also own 174 acres of landfive miles west of the facility adjacent to a rail line where we have operated a rail transfer station since 2006. (3)Our Grand View, Idaho facility, purchased in 2001, is located on 1,252 acres of Company-owned land approximately 60 milessoutheast of Boise, Idaho in the Owyhee Desert. We own an additional 159 acres approximately two miles east of the facility thatprovides a clay source for site operations (liner construction and waste treatment). We also own 189 acres where our rail transferstation is located approximately 30 miles northeast of the disposal facility. This site has two enclosed rail-to-truck waste transferfacilities located adjacent to the main line of the Union Pacific Railroad. (4)Our Belleville, Michigan facility began operations in 1957 and began disposing of waste in the onsite landfill in 1969. The facility islocated on 455 acres owned by the Company approximately 30 miles from Detroit, Michigan. We also own 12 acres of land nine milesfrom the facility adjacent to a rail line where we have operated a rail transfer station since 1998. (5)Our Stablex facility, acquired in October 2010, has been in operation since 1983 and is located approximately 30 miles northwest ofMontreal, Québec, Canada. The facility includes an indoor hazardous and industrial waste treatment and storage facility and a railtransfer station located on 25 acres adjacent to a 325 acre disposal site. The treatment processing facility is on owned land. Thedisposal site which is adjacent to the owned treatment processing facility is leased from the Province of Québec with a term through2018 and one five-year renewal option. The site is permitted to accept up to 875,000 metric tons (962,500 U.S. tons) over the five-yearpermit period. Of this amount, up to 350,000 metric tons (385,000 U.S. tons) can be accepted as soil. While there are no specificrestrictions on waste soils received from the U.S., non-soil waste received from the U.S. is limited toSource: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 3. LEGAL PROCEEDINGSIn the ordinary course of business, we are involved in judicial and administrative proceedings involving federal, state, provincial or local governmentalauthorities, including regulatory agencies that oversee and enforce compliance with permits. Fines or penalties may be assessed by our regulators for non-compliance. Actions may also be brought by individuals or groups in connection with permitting of planned facilities, modification or alleged violations ofexisting permits, or alleged damages suffered from exposure to hazardous substances purportedly released from our operated sites, as well as other litigation.We maintain insurance intended to cover property and damage claims asserted as a result of our operations. Periodically, management reviews and mayestablish reserves for legal and administrative matters, or other fees expected to be incurred in relation to these matters.In 2012, we settled allegations by the United States Environment Protection Agency ("U.S. EPA") that the thermal recycling operation at our Robstown,Texas facility did not comply with certain rules and regulations of the Resource Conservation and Recovery Act of 1976 ("RCRA"). As part of the settlement,we agreed to pay a civil penalty and to submit an application to the State of Texas for a RCRA Subpart X permit. The Company and the thermal recyclingunit's owner-operator also agreed to a set of interim operating conditions that allow the facility to continue providing recycling services to customers untilthe RCRA Subpart X permit is issued.In connection with this matter, in June 2013 the U.S. EPA asserted various related technical compliance and permitting violations of the Clean Air Act of1970. Negotiations on the terms of a proposed settlement are ongoing with the U.S. EPA. We recognized a charge of $238,000 during 2013 in Selling,general and administrative expenses in the Consolidated Statement of Operations related to the enforcement matter. In July 2014, based on furthernegotiations with the U.S. EPA, our estimated liability was reduced to $138,000 and, accordingly, we recognized a credit of $100,000 during 2014 in Selling,general and administrative expenses in the Consolidated Statement of Operations. The matter was settled in January 2015 for $138,000.Other than as disclosed above, we are not currently a party to any material pending legal proceedings and are not aware of any other claims that could,individually or in the aggregate, have a materially adverse effect on our financial position, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURESNot applicable.31350,000 metric tons (385,000 U.S. tons) over the five-year permit period. The Province assesses fees to fund a dedicated governmenttrust account to pay for post-closure costs at the disposal site.(6)Our Richland, Washington LLRW facility has been in operation since 1965 and is located on 100 acres of land leased by the State ofWashington from the federal government on the U.S. Department of Energy Hanford Reservation approximately 35 miles west ofRichland, Washington. We sublease this property from the State of Washington. The lease between the State of Washington and thefederal government expires in 2063. We renewed our sublease with the State in 2005 for ten years with four ten-year renewal options,giving us control of the property until the year 2055 provided that we meet our obligations and operate in a compliant manner. Thefacility's intended operating life is equal to the period of the sublease. The State assesses user fees for local economic development,state regulatory agency expenses and a dedicated trust account to pay for long-term care after the facility closes. The State maintainsseparate, dedicated trust funds for future closure and post-closure costs.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESCommon Stock PriceOur common stock is listed on the NASDAQ Global Select Market under the symbol ECOL. As of February 20, 2015 there were approximately 16,652beneficial owners of our common stock. High and low sales prices for the common stock for each quarter in the last two years are shown below:Dividend HistoryWe have paid the following dividends on our common stock ($s in thousands except per share amounts):On January 7, 2015 the Company declared a dividend of $0.18 per common share for stockholders of record on January 23, 2015. The dividend was paidfrom cash on hand on January 30, 2015 in an aggregate amount of $3.9 million.On June 17, 2014, the Company entered into a new $540.0 million senior secured credit agreement with a syndicate of banks comprised of a $415.0 millionterm loan with a maturity date of June 17, 2021 and a $125.0 million revolving line of credit with a maturity date of June 17, 2019. Pursuant to our CreditAgreement, we may only declare quarterly or annual dividends if on the date of declaration, no event of default has occurred and no other event or conditionhas occurred that would constitute an event of default due to the payment of the dividend. No events of default under the Credit Agreement have occurred todate.32 2014 2013 High Low High Low First Quarter $38.90 $30.84 $26.91 $22.50 Second Quarter $50.78 $35.26 $29.97 $25.02 Third Quarter $51.60 $41.29 $31.12 $27.10 Fourth Quarter $50.86 $38.42 $39.77 $28.78 2014 2013 Per share Dollars Per share Dollars First Quarter(1) $0.18 $3,874 $— $— Second Quarter 0.18 3,876 0.18 3,314 Third Quarter 0.18 3,890 0.18 3,331 Fourth Quarter 0.18 3,892 0.18 3,333 Total $0.72 $15,532 $0.54 $9,978 (1)On December 12, 2012 the Company announced that it had accelerated the record and payment date of the Company's regularquarterly dividend scheduled for the first quarter of fiscal 2013. The accelerated dividend of $0.18 per share was payable onDecember 27, 2012, rather than January 25, 2013, to stockholders of record at the close of business on December 20, 2012.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsStock Performance GraphThe following graph compares the five-year cumulative total return on our common stock with the comparable five-year cumulative total returns of theNASDAQ Composite Index, Dow Jones Waste & Disposal Services Index and a waste industry peer group of publicly traded companies for the period fromthe end of fiscal 2009 to the end of fiscal 2014. The stock price performance shown below is not necessarily indicative of future performance. Comparison of Cumulative Total Stockholder Return(1) AmongUS Ecology, Inc., NASDAQ Composite Index andDow Jones Waste & Disposal Services Index The performance graph above is being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, is notbeing filed for purposes of Section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of the Company, whether made before orafter the date hereof, regardless of any general incorporation language in such filing.33Date US Ecology, Inc. NasdaqComposite Dow JonesUS Waste &DisposalServices Index December 31, 2009 $100.00 $100.00 $100.00 December 31, 2010 $106.69 $117.61 $118.78 December 31, 2011 $120.15 $118.70 $118.99 December 31, 2012 $157.42 $139.00 $129.11 December 31, 2013 $252.80 $196.83 $161.31 December 31, 2014 $277.99 $223.74 $183.49 (1)Total return assuming $100 invested on December 31, 2009 and reinvestment of dividends on the day they were paid.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsSecurities Authorized for Issuance Under Equity Compensation PlansInformation with respect to compensation plans under which our equity securities are authorized for issuance is discussed in Item 12 of Part III of thisForm 10-K.Issuer Purchases of Equity SecuritiesThe following table summarizes the purchases of shares of our common stock during the year ended December 31, 2014:34Period Total Number ofShares Purchased Average PricePaid per Share Total Number ofShares Purchased asPart of PubliclyAnnounced Plan orProgram Approximate DollarValue of Shares thatMay Yet be PurchasedUnder the Plans orPrograms January 1 to31, 2014 — $— — $— February 1 to28, 2014 — — — — March 1 to 31,2014(1) 4,860 38.22 — — April 1 to 30,2014 — — — — May 1 to 31,2014 — — — — June 1 to 30,2014 — — — — July 1 to 31,2014 — — — — August 1 to31, 2014 — — — — September 1to 30, 2014 — — — — October 1 to31, 2014 — — — — November 1 to30, 2014 — — — — December 1 to31, 2014 — — — — Total 4,860 $38.22 — $— (1)Represents shares surrendered or forfeited in connection with certain employees' tax withholding obligations related to the vesting ofshares of restricted stock.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 6. SELECTED FINANCIAL DATAThis summary should be read in conjunction with the consolidated financial statements and related notes. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSGeneralUS Ecology, Inc. is a leading North American provider of environmental services to commercial and government entities. The Company addresses thecomplex waste management needs of its customers, offering treatment, disposal and recycling of hazardous, non-hazardous and radioactive waste, as well as awide range of complementary field and industrial services. US Ecology's comprehensive knowledge of the waste business, its collection of waste managementfacilities combined and focus on safety, environmental compliance, and customer service enables us to effectively meet the needs of our customers and tobuild long-lasting relationships. Headquartered in Boise, Idaho, we are one of the oldest providers of such services in North America.35$s in thousands, except per share amounts 2014(1) 2013 2012 2011 2010 Revenue $447,411 $201,126 $169,138 $154,917 $104,836 Operating income 72,450 52,931 40,638 32,365 20,377 Foreign currency gain (loss) (1,499) (2,327) 1,213 (1,321) 1,819 Income tax expense 22,814 17,996 16,059 11,437 9,602 Net income $38,236 $32,151 $25,659 $18,370 $12,584 Earnings per share—basic: $1.78 $1.73 $1.41 $1.01 $0.69 Earnings per share—diluted: $1.77 $1.72 $1.40 $1.01 $0.69 Shares used in earnings per share calculation: Basic 21,537 18,592 18,238 18,198 18,170 Diluted 21,655 18,676 18,281 18,223 18,189 Dividends paid per share $0.72 $0.54 $0.90 $0.72 $0.72 Total assets $919,855 $300,556 $218,694 $202,588 $217,349 Working capital(2) $79,350 $85,356 $13,021 $8,772 $18,693 Long-term debt $394,653 $— $45,000 $40,500 $63,003 Stockholders' equity $251,337 $231,538 $112,022 $100,163 $94,712 Return on invested capital(3) 6.0% 17.3% 14.6% 12.0% 12.7%Adjusted EBITDA(4) $108,976 $71,186 $58,352 $49,849 $30,634 (1)2014 financial data reflects the acquisition of EQ on June 17, 2014. (2)Calculated as current assets minus current liabilities. (3)Calculated as operating income less applicable taxes divided by the sum of stockholders' equity, long-term debt, closure and post-closure obligations and monetized operating leases, less cash and short-term investments. (4)We define Adjusted EBITDA as net income before net interest expense, income tax expense, depreciation, amortization, stock basedcompensation, accretion of closure and post-closure liabilities, foreign currency gain/loss and other income/expense, which are notconsidered part of usual business operations. See "Adjusted EBITDA" under Item 7. Management's Discussion and Analysis ofFinancial Condition and Results of Operations of this report for further discussion of Adjusted EBITDA and a reconciliation to themost directly comparable GAAP measure, net income.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsPrior to June 17, 2014, our operations consisted primarily of our six fixed facilities located near Beatty, Nevada; Richland, Washington; Robstown, Texas;Grand View, Idaho; Detroit, Michigan and Blainville, Québec, Canada. These facilities generate revenue from fees charged to treat and dispose of waste andfrom fees charged to perform various field and industrial services for our customers.On June 17, 2014, the Company acquired 100% of the outstanding shares of EQ Holdings, Inc. and its wholly-owned subsidiaries (collectively "EQ"). EQ is afully integrated environmental services company providing waste treatment and disposal, wastewater treatment, remediation, recycling, industrial cleaningand maintenance, transportation, total waste management, technical services, and emergency response services to a variety of industries and customers inNorth America.As a result of our acquisition of EQ, we have made changes to the manner in which we manage our business, make operating decisions and assess ourperformance. Under our new structure our operations are managed in two reportable segments reflecting our internal management reporting structure andnature of services offered as follows:Environmental Services—This segment includes all of the legacy US Ecology operations and the legacy EQ treatment and disposal facilities. Itprovides a broad range of hazardous material management services including transportation, recycling, treatment and disposal of hazardous and non-hazardous waste at Company-owned landfill, wastewater and other treatment facilities.Field & Industrial Services—This segment includes all of the field and industrial service business of the legacy EQ operation. It provides packagingand collection of hazardous waste and total waste management solutions at customer sites and through our 10-day transfer facilities. Services includeon-site management, waste characterization, transportation and disposal of non-hazardous and hazardous waste. This segment also provides specialtyservices such as high-pressure and chemical cleaning, centrifuge and materials processing, tank cleaning, decontamination, remediation,transportation, spill cleanup and emergency response and other services to commercial and industrial facilities and to government entities.Prior to the acquisition of EQ, our operations were managed in two reportable segments: Operating Disposal Facilities and Non-Operating Disposal Facilities.The Operating Disposal Facility segment represented disposal facilities accepting hazardous and radioactive waste while the Non-Operating Disposal Facilitysegment represented facilities not accepting hazardous and/or radioactive waste or formerly proposed new facilities. All operations of both the formerOperating Disposal Facilities and the Non-Operating Disposal Facilities segment are now included in the Environmental Services segment. None of theCompany's operations prior to the acquisition of EQ have been assigned to the Field & Industrial Services segment. Detailed financial information for ourreportable segments can be found in Note 18 to the Consolidated Financial Statements under Item 8—Financial Statements and Supplementary Data of thisForm 10-K.We divide our Environmental Services segment customers into categories to better evaluate period-to-period changes in our treatment and disposal ("T&D")revenue based on service mix and type of business (recurring customer "Base Business" or waste clean-up project "Event Business"). Each of these36Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentscategories is described in the table below, along with information on the percentage of total T&D revenues by category, for the years ended December 31,2014 and 2013.A significant portion of our disposal revenue is attributable to discrete Event Business projects which vary widely in size, duration and unit pricing. For theyear ended December 31, 2014, approximately 41% of our T&D revenue, excluding EQ, was derived from Event Business projects. The one-time nature ofEvent Business, diverse spectrum of waste types received and widely varying unit pricing necessarily creates variability in revenue and earnings. Thisvariability may be influenced by general and industry-specific economic conditions, funding availability, changes in laws and regulations, governmentenforcement actions or court orders, public controversy, litigation, weather, commercial real estate, closed military bases and other redevelopment projecttiming, government appropriation and funding cycles and other factors. The types and amounts of waste received from Base Business also vary from quarterto quarter. This variability can cause significant quarter-to-quarter and year-to-year differences in revenue, gross profit, gross margin, operating income andnet income. Also, while we pursue many large projects months or years in advance of work performance, both large and small clean-up project opportunitiesroutinely arise with little or no prior notice. These market dynamics are inherent to the waste disposal business and are factored into our projections andexternally communicated business outlook statements. Our projections combine historical experience with identified sales pipeline opportunities, new orexpanded service line projections and prevailing market conditions.During 2014, Base Business revenue, excluding EQ, increased 5% compared to 2013. Base Business revenue was approximately 59% of total 2014 T&Drevenue, down slightly from 62% in 2013. Our business is highly competitive and no assurance can be given that we will maintain these revenue levels orincrease our market share.37 % of T&DRevenue(1)(2)for the YearsEndedDecember 31,Customer Category Description 2014 2013Broker Companies that collect and aggregate waste from their direct customers, generallycomprised of Base Business with periodic Event Business for larger projects. 48% 48%Other industry Electric utilities, chemical manufacturers, steel mill and other industrial customersnot included in other categories, comprised of both recurring Base and EventBusiness. 19% 17%Private clean-up Private sector clean-up project waste, typically Event Business. 17% 15%Refinery Petroleum refinery customers, comprised of both Base and Event Business. 8% 10%Government Federal and State government waste, comprised of both Base and Event Business. 5% 6%Rate regulated Northwest and Rocky Mountain Compact customers paying rate-regulated disposalfees set by the State of Washington, predominantly Base Business. 3% 4%(1)Excludes all transportation service revenue (2)Excludes EQ Holdings, Inc. which was acquired on June 17, 2014Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsDepending on project-specific customer needs and competitive economics, transportation services may be offered at or near our cost to help secure newbusiness. For waste transported by rail from the eastern United States and other locations distant from our Grand View, Idaho and Robstown, Texas facilities,transportation-related revenue can account for as much as 75% of total project revenue. While bundling transportation and disposal services reduces overallgross profit as a percentage of total revenue ("gross margin"), this value-added service has allowed us to win multiple projects that management believes wecould not have otherwise competed for successfully. Our Company-owned fleet of gondola railcars, which is periodically supplemented with railcarsobtained under operating leases, has reduced our transportation expenses by largely eliminating reliance on more costly short-term rentals. These Company-owned railcars also help us to win business during times of demand-driven railcar scarcity.The increased waste volumes resulting from projects won through this bundled service strategy further drive operating leverage benefits inherent to thedisposal business, increasing profitability. While waste treatment and other variable costs are project-specific, the incremental earnings contribution fromlarge and small projects generally increases as overall disposal volumes increase. Based on past experience, management believes that maximizing operatingincome, net income and earnings per share is a higher priority than maintaining or increasing gross margin. We intend to continue aggressively biddingbundled transportation and disposal services based on this proven strategy.To maximize utilization of our railcar fleet, we periodically deploy available railcars to transport waste from clean-up sites to disposal facilities operated byother companies. Such transportation services may also be bundled with for-profit logistics and field services support work.We serve oil refineries, chemical production plants, steel mills, waste brokers/aggregators serving small manufacturers and other industrial customers that aregenerally affected by the prevailing economic conditions and credit environment. Adverse conditions may cause our customers as well as those they serve tocurtail operations, resulting in lower waste production and/or delayed spending on off-site waste shipments, maintenance, waste clean-up projects and otherwork. Factors that can impact general economic conditions and the level of spending by customers include, but are not limited to, consumer and industrialspending, increases in fuel and energy costs, conditions in the real estate and mortgage markets, labor and healthcare costs, access to credit, consumerconfidence and other global economic factors affecting spending behavior. Market forces may also induce customers to reduce or cease operations, declarebankruptcy, liquidate or relocate to other countries, any of which could adversely affect our business. To the extent business is either government funded ordriven by government regulations or enforcement actions, we believe it is less susceptible to general economic conditions. Spending by governmentagencies may also be reduced due to declining tax revenues resulting from a weak economy or changes in policy. Disbursement of funds appropriated byCongress may also be delayed for various reasons.Our results of operations have been affected by certain significant events during the past three fiscal years including, but not limited to:2014 EventsAcquisition of EQ Holdings, Inc.: On June 17, 2014, the Company acquired 100% of the outstanding shares of EQ Holdings, Inc. and its wholly-ownedsubsidiaries (collectively "EQ"). EQ is a fully integrated environmental services company providing waste treatment and disposal, wastewater treatment,remediation, recycling, industrial cleaning and maintenance, transportation, total waste management, technical services, and emergency response services toa variety of industries and customers in North America. The total purchase price was $460.9 million, net of cash acquired, and was funded through a38Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentscombination of cash on hand and borrowings under a new $415.0 million term loan. The acquisition of EQ affects the comparability of 2014 with previousyears, including as follows:•Revenue and operating income from the legacy EQ business for the period from June 17, 2014 to December 31, 2014 included in the Company'sconsolidated statements of operations for the year ended December 31, 2014 were $228.2 million and $18.5 million, respectively. •We incurred $6.4 million of business development expenses during the year ended December 31, 2014 in connection with the EQ acquisitionprimarily for due diligence and business integration purposes. •We recorded $252.9 million of intangible assets and $197.2 million of goodwill on our Consolidated Balance Sheet as a result of the acquisition.Acquired finite-lived intangibles will be amortized over their estimated useful life ranging from one to 45 years. Goodwill and indefinite-livedintangibles are tested for impairment at least annually.2013 EventsFull year of Dynecol, Inc. Operations: 2013 included a full year of operating results for Dynecol, Inc. ("Dynecol"), which was acquired on May 31, 2012.2012 includes only the seven months of operating results subsequent to the acquisition.Public Common Stock Offering: In December 2013, we sold and issued 2,990,000 shares of our common stock, including 390,000 shares pursuant to theunderwriters' option to purchase additional shares, at a price of $34.00 per share. We received net proceeds of $96.4 million after deducting underwritingdiscounts, commissions and offering expenses. $30.0 million of the net proceeds were used to repay amounts outstanding under our former credit agreementwith the remainder used for general corporate purposes.2012 EventsAcquisition of Dynecol: On May 31, 2012, the Company acquired 100% of the outstanding shares of Dynecol, a chemical and industrial byproductstreatment and reuse facility located in Detroit, Michigan, for a total purchase price of $10.8 million. The acquisition of Dynecol affects the comparability of2012 with other years as follows:•Revenue and operating loss from Dynecol included in the Company's consolidated statements of operations for the seven months of ownership in2012 were $6.7 million and $161,000, respectively. •We incurred $348,000 of business development expense in connection with the Dynecol acquisition primarily for due diligence and businessintegration purposes. •We recorded $1.9 million of intangible assets and $1.3 million of goodwill on the Consolidated Balance Sheet as a result of the acquisition. Finite-lived intangibles will be amortized over their estimated useful life ranging from 1 to 15 years. Goodwill and indefinite-lived intangibles are tested forimpairment at least annually.39Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsResults of OperationsOur operating results and percentage of revenues for the years ended December 31, 2014, 2013 and 2012 were as follows:The primary financial measure used by management to assess segment performance is Adjusted EBITDA. Adjusted EBITDA is defined as net income beforenet interest expense, income tax expense, depreciation, amortization, stock based compensation, accretion of closure and post-closure liabilities, foreigncurrency gain/loss and other income/expense, which are not considered part of usual business operations. The40 Year Ended December 31, 2014 vs. 2013 2013 vs. 2012 $s in thousands 2014 % 2013 % 2012 % $ Change %Change $ Change %Change Revenue EnvironmentalServices $311,778 70%$201,126 100%$169,138 100%$110,652 55%$31,988 19%Field &IndustrialServices 135,633 30% — 0% — 0% 135,633 100% — n/m Total 447,411 100% 201,126 100% 169,138 100% 246,285 122% 31,988 19%Gross Profit EnvironmentalServices 117,522 38% 78,986 39% 66,297 39% 38,536 49% 12,689 19%Field &IndustrialServices 28,264 21% — n/m — n/m 28,264 100% — n/m Total 145,786 33% 78,986 39% 66,297 39% 66,800 85% 12,689 19%Selling,General &AdministrativeExpenses EnvironmentalServices 19,422 6% 11,826 6% 11,567 7% 7,596 64% 259 2%Field &IndustrialServices 13,668 10% — n/m — n/m 13,668 100% — n/m Corporate 40,246 n/m 14,229 n/m 14,092 n/m 26,017 183% 137 1%Total 73,336 16% 26,055 13% 25,659 15% 47,281 181% 396 2%Adjusted EBITDA EnvironmentalServices 115,214 37% 84,547 42% 71,556 42% 30,667 36% 12,991 18%Field &IndustrialServices 16,572 12% — n/m — n/m 16,572 100% — n/m Corporate (22,810) n/m (13,361) n/m (13,204) n/m (9,449) 71% (157) 1%Total $108,976 24%$71,186 35%$58,352 34%$37,790 53%$12,834 22%Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsreconciliation of Adjusted EBITDA to Net Income for the years ended December 31, 2014, 2013 and 2012 is as follows:Adjusted EBITDA is a complement to results provided in accordance with accounting principles generally accepted in the United States ("GAAP") and webelieve that such information provides additional useful information to analysts, stockholders and other users to understand the Company's operatingperformance. Since Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, AdjustedEBITDA as presented may not be comparable to other similarly titled measures of other companies. Items excluded from Adjusted EBITDA are significantcomponents in understanding and assessing our financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, orsubstitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in theconsolidated financial statements as indicators of financial performance or liquidity.Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or a substitute for analyzing our results as reported underGAAP. Some of the limitations are:•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; •Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt; •Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes; •Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; and •Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced inthe future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.2014 Compared to 2013RevenueTotal revenue increased 122% to $447.4 million in 2014, compared with $201.1 million in 2013. The acquired EQ operations contributed $228.2 million ofrevenue subsequent to the acquisition on June 17,41 Year Ended December 31, 2014 vs. 2013 2013 vs. 2012 $s in thousands 2014 2013 2012 $ Change %Change $ Change %Change Adjusted EBITDA $108,976 $71,186 $58,352 $37,790 53%$12,834 22%Income taxexpense (22,814) (17,996) (16,059) (4,818) 27% (1,937) 12%Interest expense (10,677) (828) (878) (9,849) 1189% 50 –6%Interest income 107 19 17 88 463% 2 12%Foreigncurrency gain(loss) (1,499) (2,327) 1,213 828 –36% (3,540) –292%Other income 669 352 728 317 90% (376) –52%Depreciationandamortizationof plant andequipment (24,413) (14,815) (13,916) (9,598) 65% (899) 6%Amortization ofintangibles (8,207) (1,461) (1,469) (6,746) 462% 8 –1%Stock-basedcompensation (1,250) (865) (846) (385) 45% (19) 2%Accretion andnon-cashadjustment ofclosure andpost-closureliabilities (2,656) (1,114) (1,483) (1,542) 138% 369 –25%Net Income $38,236 $32,151 $25,659 $6,085 19%$6,492 25%Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents2014. Excluding EQ operations, total revenue increased 9% to $219.2 million in 2014, compared with $201.1 million in 2013. Revenue from EQ is excludedfrom percentages of Base and Event Business and customer category information in the following paragraphs.Environmental ServicesEnvironmental Services segment revenue increased 55% to $311.8 million in 2014, compared to $201.1 million in 2013. The acquired EQ operationscontributed $90.9 million of segment revenue subsequent to the acquisition of EQ on June 17, 2014. Excluding EQ operations, segment revenue increased9% to $219.2 million in 2014, compared with $201.1 million in 2013. T&D revenue (excluding EQ) increased 9% in 2014 compared to 2013, primarily as aresult of a 16% increase in project-based Event Business. Transportation service revenue (excluding EQ) increased 12% compared to 2013, reflecting moreEvent Business projects utilizing the Company's transportation and logistics services.During 2014, we disposed of or processed 1.2 million tons of waste (excluding EQ), an increase of 12% compared to 1.1 million tons in 2013. Our averageselling price for treatment and disposal services (excluding transportation and EQ) in 2014 was 2% lower than our average selling price in 2013.T&D revenue from recurring Base Business customers increased 5% in 2014 compared to 2013 and comprised 59% of total T&D revenue. As discussedfurther below, the slight increase in Base Business T&D revenue compared to the prior year primarily reflects higher T&D revenue from our broker, "otherindustry" and government Base Business customer categories, partially offset by lower T&D revenue from our refinery Base Business customer category.Event Business revenue increased 16% in 2014 compared to 2013 and was 41% of T&D revenue for 2013. As discussed further below, the increase in EventBusiness T&D revenue compared to the prior year primarily reflects higher T&D revenue from our private clean-up, broker and "other industry" EventBusiness customer categories, partially offset by lower T&D revenue from our government and refinery Event Business customer categories.The following table summarizes combined Base Business and Event Business revenue growth by customer category for 2014 as compared to 2013:T&D revenue from private clean-up projects increased 31% in 2014 compared to 2013. This increase primarily reflects revenue from an East Coast clean-upproject and other smaller remedial projects.Revenues from our other industry customer category increased 17% in 2014 compared to 2013 primarily as a result of changes in shipments from this broadlydiverse industrial customer category.Our broker business increased 8% in 2014 compared to 2013 primarily as a result of changes in shipments across the broad range of government and industrywaste generators directly served by multiple broker customers.Rate-regulated business at our Richland, Washington LLRW disposal facility increased 1% in 2014 compared to 2013. Our Richland facility operates undera State-approved annual revenue requirement. The increases reflect the timing of revenue recognition for the rate-regulated portion of the business.Government clean-up business revenue decreased 11% in 2014 compared to 2013 due to reduced shipments from the USACE and the completion of amilitary base clean-up project in 2013 that that was42 T&D Revenue Growth2014 vs. 2013Private clean-up 31%Other industry 17%Broker 8%Rate regulated 1%Government –11%Refinery –13%Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsnot replaced in 2014. T&D revenue from the USACE decreased approximately 19% in 2014 compared to 2013 due to project-specific timing at multipleUSACE clean-up sites and federal spending reductions.T&D revenue from our refinery customers decreased 13% in 2014 compared to 2013, primarily reflecting lower landfill disposal volumes.Field & Industrial ServicesOur Field & Industrial Services segment was added in 2014 as a result of our acquisition of EQ on June 17, 2014. Field & Industrial Services segment revenuewas $135.6 million for the period subsequent to the acquisition.Gross ProfitTotal gross profit increased 85% to $145.8 million in 2014, up from $79.0 million in 2013. The acquired EQ operations contributed $57.4 million of grossprofit subsequent to the acquisition on June 17, 2014. Excluding EQ operations, total gross profit increased 12.0% to $88.4 million in 2014, compared with$79.0 million in 2013. Total gross margin in 2014 was 33%. Excluding EQ operations, total gross margin was 40%.Environmental ServicesEnvironmental Services segment gross profit increased 49% to $117.5 million in 2014, up from $79.0 million in 2013. The acquired EQ operationscontributed $29.1 million of segment gross profit subsequent to the acquisition on June 17, 2014. Excluding EQ operations, segment gross profit increased12.0% to $88.4 million in 2014, compared with $79.0 million in 2013. This increase primarily reflects higher treatment and disposal volumes in 2014compared to 2013. Total segment gross margin in 2014 was 38%. Excluding EQ operations, total segment margin was 40%. T&D gross margin (excludingEQ) was 49% in 2014.Field & Industrial ServicesOur Field & Industrial Services segment was added in 2014 as a result of our acquisition of EQ on June 17, 2014. Field & Industrial Services segment grossprofit was $28.3 million and segment gross margin was 21% for the period subsequent to the acquisition.Selling, General and Administrative Expenses ("SG&A")Total SG&A increased 181% to $73.3 million in 2014, up from $26.1 million in 2013. The acquired EQ operations contributed $38.9 million of SG&Asubsequent to the acquisition on June 17, 2014. Excluding EQ operations, total SG&A was $34.4 million, or 16% of total revenue in 2014, compared with$26.1 million, or 13% of total revenue in 2013.Environmental ServicesEnvironmental Services segment SG&A increased 64% to $19.4 million in 2014, up from $11.8 million in 2013. The acquired EQ operations contributed$7.6 million of segment SG&A subsequent to the acquisition on June 17, 2014. Excluding EQ operations, total segment SG&A was $11.8 million, or 5% ofsegment revenue in 2014, compared with $11.8 million, or 6% of segment revenue in 2013.Field & Industrial ServicesOur Field & Industrial Services segment was added in 2014 as a result of our acquisition of EQ on June 17, 2014. Field & Industrial Services segment SG&Awas $13.7 million, or 10% of segment revenue, for the period subsequent to the acquisition.43Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCorporateCorporate SG&A increased 183% to $40.2 million in 2014, up from $14.2 million in 2013. The acquired EQ operations contributed $17.6 million ofcorporate SG&A subsequent to the acquisition on June 17, 2014. Excluding EQ operations, total corporate SG&A was $22.6 million, or 10% of total revenuein 2014, compared with $14.2 million, or 7% of total revenue in 2013. 2014 corporate SG&A includes $6.4 million of business development expenses relatedto the acquisition of EQ. The remaining increase primarily reflects higher labor costs, variable incentive compensation costs and other administrativeexpenses supporting increased business activity.Components of Adjusted EBITDAIncome tax expenseOur effective income tax rate for 2014 was 37.4% compared to 35.9% in 2013. The increase reflects non-deductible business development expensesassociated with the acquisition of EQ, partially offset by a higher proportion of earnings from our Canadian operations, which are taxed at a lower corporatetax rate. During 2014 we reduced our unrecognized tax benefit by $480,000 due to the expiration of certain statutes of limitations, which had a favorableimpact on our 2014 effective tax rate. As of December 31, 2014, we had approximately $1.3 million in federal net operating loss carry forwards ("NOLs")acquired from EQ. As of December 31, 2014, we had approximately $21.7 million in state NOLs for which we maintain nearly a full valuation allowance.These state NOLs are located in states where we currently do little or no business or where we do not expect to generate future taxable income. We consider itunlikely that we will utilize these NOLs in the future. Our gross state NOLs were decreased as a result of a change in various state laws impacting how NOLsare determined, which had no impact to our annual effective tax rate since these NOLs were entirely offset by the valuation allowance.Interest expenseInterest expense was $10.7 million in 2014 compared with $828,000 in 2013. The increase is a result of higher debt levels and the related interest expense onborrowings under the Company's credit facility used to finance the acquisition of EQ.Foreign currency gain (loss)We recognized a $1.5 million non-cash foreign currency loss in 2014 compared with a $2.3 million non-cash foreign currency loss in 2013. Foreign currencygains and losses reflect changes in business activity conducted in a currency other than the USD, our functional currency. Our Stablex facility is owned byour Canadian subsidiary, whose functional currency is the Canadian dollar ("CAD"). Also, as part of our treasury management strategy we establishedintercompany loans between our parent company, US Ecology, and Stablex. These intercompany loans are payable by Stablex to US Ecology in CADrequiring us to revalue the outstanding loan balance through our statements of operations based on USD/CAD currency movements from period to period. AtDecember 31, 2014, we had $20.7 million of intercompany loans subject to currency revaluation.Depreciation and amortization of plant and equipmentDepreciation and amortization expense was $24.4 million in 2014, an increase of 65% compared to 2013. The acquired EQ operations contributed$9.0 million of depreciation and amortization expense subsequent to the acquisition on June 17, 2014. Excluding EQ operations, depreciation andamortization expense was $15.4 million in 2014, compared with $14.8 million in 2013.44Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsAmortization of intangiblesIntangible assets amortization expense was $8.2 million in 2014, an increase of 462% compared to 2013. Excluding $6.8 million of intangible assetsamortization expense on new intangible assets recorded as a result of the acquisition of EQ, intangible assets amortization expense was $1.4 million in 2014,compared with $1.5 million in 2013.Stock-based compensationStock-based compensation expense increased 45% to $1.3 million in 2014, compared with $865,000 in 2013 as a result of an increase in equity-based awardsgranted to employees.Accretion and non-cash adjustment of closure and post-closure liabilitiesAccretion and non-cash adjustment of closure and post-closure liabilities increased 138% to $2.7 million in 2014, compared with $1.1 million in 2013. Theacquired EQ operations contributed $1.2 million of accretion and non-cash adjustment of closure and post-closure liabilities subsequent to the acquisition onJune 17, 2014. Excluding EQ operations, accretion and non-cash adjustment of closure and post-closure liabilities was $1.5 million in 2014, compared with$1.1 million in 2013.2013 Compared to 2012All 2013 and 2012 financial results of the Company are now included in the Environmental Services segment. As such, the Field & Industrial Servicessegment is not applicable to the discussion of 2013 and 2012 financial results and is excluded from the explanations below.RevenueEnvironmental Services segment revenue increased 19% to $201.1 million in 2013, compared with $169.1 million in 2012. Dynecol, acquired on May 31,2012, contributed $12.3 million of segment revenue in 2013 compared with $6.7 million of segment revenue during the seven months we owned theoperation in 2012. Excluding Dynecol, segment revenue increased $26.5 million, or 16.0%, in 2013 compared to 2012. T&D revenue (excluding Dynecol)increased 11% in 2013 compared to 2012, primarily as a result of a 27% increase in project-based Event Business. Transportation service revenue (excludingDynecol) increased 51% compared to 2012, reflecting more Event Business projects utilizing the Company's transportation and logistics services. Revenuefrom Dynecol is excluded from percentages of Base and Event Business and customer category information in the following paragraphs.During 2013, we disposed of or processed 1.1 million tons of waste, an increase of 2% compared to 2012. Our average selling price for treatment and disposalservices (excluding transportation) in 2013 was 11% higher than our average selling price in 2012, reflecting a more favorable service mix in 2013.During 2013, T&D revenue from recurring Base Business customers increased 2% compared to 2012 and comprised 60% of total T&D revenue in 2013compared with 65% of T&D revenue in 2012. As discussed further below, the slight increase in Base Business T&D revenue in 2013 compared to 2012primarily reflects higher T&D revenue from our broker Base Business customer category, partially offset by lower T&D revenue from our "other industry" andrefinery Base Business customer categories.Event Business revenue increased 27% in 2013 compared to 2012 and comprised 40% of total T&D revenue in 2013 compared with 35% of total T&Drevenue in 2012. As discussed further below, the increase in Event Business T&D revenue compared to the prior year primarily reflects higher T&D revenuefrom our private clean-up and refinery Event Business customer categories, partially offset by lower T&D revenue from our government Event Businesscustomer category.45Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsThe following table summarizes combined Base Business and Event Business revenue growth by customer category for 2013 as compared to 2012:T&D revenue from private clean-up projects increased 188% in 2013 compared to 2012. This increase primarily reflects revenue from a nuclear fuelfabrication facility decommissioning project and an East Coast clean-up project.T&D revenue from our refinery customers increased 33% in 2013 compared to 2012. This increase primarily reflects T&D revenue on thermal recyclingprojects sourced directly from refinery customers. The increase is also partially attributable to a refinery clean-up project in 2013.Our broker business increased 5% in 2013 compared to 2012. This increase was the result of shipments across the broad range of government and industrywaste generators directly served by multiple broker customers, partially offset by lower volumes of brokered thermal recycling projects.Rate-regulated business at our Richland, Washington LLRW disposal facility increased 3% in 2013 compared to 2012. Our Richland facility operates undera State-approved annual revenue requirement. The increase reflects the timing of revenue recognition for the rate-regulated portion of the business.Our other industry revenue category decreased 3% in 2013 compared to 2012 as a result of reduced shipments from this broadly diverse industrial customercategory.Government clean-up business revenue decreased 45% in 2013 compared to 2012 due to reduced shipments from the USACE and a military base clean-upproject in 2012 that was not replaced in 2013. T&D revenue from the USACE decreased approximately 30% in 2013 compared with 2012. This decrease wasdue to project-specific timing at multiple USACE clean-up sites and federal spending reductions.Gross ProfitEnvironmental Services segment gross profit increased 19% to $79.0 million in 2013, up from $66.3 million in 2012. This increase primarily reflects a higheraverage selling price in 2013 compared to 2012. Total segment gross margin was 39% in both 2013 and 2012. T&D gross margin was 48% in 2013, up from46% in 2012, reflecting a more favorable service mix in 2013. The increase was also partially attributable to lower costs for chemical reagents used to treatwaste prior to disposal in 2013 compared to 2012.Selling, General and Administrative ExpensesEnvironmental ServicesEnvironmental Services segment SG&A increased to $11.8 million, or 6% of total revenue, in 2013, compared with $11.6 million, or 8% of total revenue, in2012. The dollar increase primarily reflects a full twelve months of SG&A expenses related to Dynecol operations in 2013 and higher labor expenses,partially offset by lower variable incentive compensation.46 T&D Revenue Growth2013 vs. 2012Private clean-up 188%Refinery 33%Broker 5%Rate regulated 3%Other industry –3%Government –45%Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsCorporateCorporate SG&A increased to $14.2 million in 2013, compared with $14.1 million in 2012. The increase was primarily attributable to an increase inprofessional services fees, partially offset by lower business development expenses.Components of Adjusted EBITDAIncome tax expenseOur effective income tax rate for 2013 was 35.9% compared to 38.5% in 2012. This decrease reflects a higher proportion of earnings from our Canadianoperations, which are taxed at a lower corporate tax rate, partially offset by higher U.S. state income taxes. As of December 31, 2013, we had approximately$122.1 million in state net operating loss carry forwards ("NOLs") for which we maintain nearly a full valuation allowance. These state NOLs are located instates where we currently do little or no business or where we do not expect to generate future taxable income. We consider it unlikely that we will utilizethese NOLs in the future.Interest expenseInterest expense for 2013 was $828,000, down from $878,000 for 2012, primarily reflecting lower average debt levels in 2013.Foreign currency gain (loss)We recognized a $2.3 million non-cash foreign currency loss in 2013 compared with a $1.2 million non-cash foreign currency gain in 2012. Foreign currencygains and losses reflect changes in business activity conducted in a currency other than the USD, our functional currency. Our Stablex facility is owned byour Canadian subsidiary, whose functional currency is the CAD. Also, as part of our treasury management strategy we established intercompany loansbetween our parent company, US Ecology, and Stablex. These intercompany loans are payable by Stablex to US Ecology in CAD requiring us to revalue theoutstanding loan balance through our statements of operations based on USD/CAD currency movements from period to period. At December 31, 2013, wehad $35.7 million of intercompany loans subject to currency revaluation.Liquidity and Capital ResourcesOur primary sources of liquidity are cash and cash equivalents, cash generated from operations and borrowings under the Credit Agreement. At December 31,2014, we had $23.0 million in cash and cash equivalents immediately available. We assess our liquidity in terms of our ability to generate cash to fund ouroperating, investing and financing activities. Our primary ongoing cash requirements are funding operations, capital expenditures, paying interest andrequired principal payments of our long-term debt, and paying declared dividends pursuant to our dividend policy. We believe future operating cash flowswill be sufficient to meet our future operating, investing and dividend cash needs for the foreseeable future. Furthermore, existing cash balances andavailability of additional borrowings under our Credit Agreement provide additional sources of liquidity should they be required.Operating Activities. In 2014, net cash provided by operating activities was $71.4 million. This primarily reflects net income of $38.2 million, non-cashdepreciation, amortization and accretion of $35.3 million, unrealized foreign currency losses of $2.4 million, an increase in deferred revenue of $1.9 millionand an increase in deferred income taxes of $2.0 million, partially offset by an increase in receivables of $4.4 million, a decrease in accounts payable andaccrued liabilities of $2.9 million and an increase in income taxes receivable of $1.8 million. Impacts on net income are due to the factors discussed aboveunder Results of Operations. Non-cash foreign currency losses reflect a weaker CAD relative to the USD47Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsin 2014. The increase in deferred revenue and receivables is primarily attributable to the timing of the treatment and disposal of waste associated with asignificant east coast clean-up project. The changes in income taxes receivable are primarily attributable to the timing of income tax payments.Days sales outstanding was 77 days as of December 31, 2014, compared to 62 days as of December 31, 2013. The increase in days sales outstanding isattributable to the increase in revenue from waste management services as a result of our acquisition of EQ on June 17, 2014. Due to the higher number ofsmaller customers, waste management services provided by our new Field & Industrial Services segment have a longer payment cycle than waste treatmentand disposal services provided by our Environmental Services segment. Field & Industrial Services segment revenue comprised 30% of total revenue in2014.In 2013, net cash provided by operating activities was $49.6 million. This primarily reflects net income of $32.1 million, non-cash depreciation, amortizationand accretion of $17.4 million, an increase in income taxes payable of $4.1 million, unrealized non-cash foreign currency losses of $2.8 million and share-based compensation expense of $865,000, partially offset by an increase in receivables of $10.4 million and a decrease in deferred income taxes of$2.6 million. Impacts on net income are due to the factors discussed above under Results of Operations. The increase in income taxes payable is primarilyattributable to the timing of income tax payments. The non-cash foreign currency loss reflects a weaker CAD relative to the USD in 2013. The increase inreceivables is primarily attributable to the timing of the treatment and disposal of waste associated with a large east coast clean-up project.In 2012, net cash provided by operating activities was $35.2 million. This primarily reflects net income of $25.7 million, non-cash depreciation, amortizationand accretion of $16.8 million and an increase in accrued salaries and benefits of $1.9 million, partially offset by a decrease in accrued closure and post-closure obligations of $2.3 million, a decrease in accounts payable and accrued liabilities of $2.2 million, an increase in receivables of $1.9 million andunrealized non-cash foreign currency gains of $1.4 million. Impacts on 2012 net income are due to the factors discussed above under Results of Operations.The increase in accrued salaries and benefits is primarily attributable to an increase in incentive compensation. The decrease in accrued closure and post-closure liabilities is primarily attributable to cash payments during 2012 for capping filled disposal cells at our Robstown, Texas and Blainville, Québec,Canada facilities. The decrease in accrued liabilities is primarily attributable to the payment of fiscal year 2011 accrued customer refunds related to our rate-regulated business in Richland, Washington. The increase in receivables is primarily attributable to the timing of customer payments. The non-cash foreigncurrency gain reflects a stronger CAD relative to the USD in 2012.Investing Activities. In 2014, net cash used in investing activities was $488.5 million, primarily related to the purchase of EQ for $460.9 million, net of cashacquired, and capital expenditures of $28.4 million. Significant capital projects included construction of additional disposal capacity at our Blainville,Quebec, Canada location and equipment purchases and infrastructure upgrades at all of our corporate and operating facilities.In 2013, net cash used in investing activities was $21.2 million, primarily attributable to capital expenditures of $21.4 million. Significant capital projectsincluded the purchase of land for future expansion of our Robstown, Texas operation, construction of additional disposal capacity at our Grand View, Idaho,Beatty, Nevada and Blainville, Quebec, Canada locations, and equipment purchases and infrastructure upgrades at all of our corporate and operatingfacilities.In 2012, net cash used in investing activities was $26.3 million, primarily attributable to capital expenditures of $15.8 million and the acquisition ofDynecol for $10.7 million, net of cash acquired. Significant capital projects included construction of additional disposal capacity at our Grand View, Idahoand Blainville, Québec, Canada locations and equipment purchases and infrastructure upgrades at all of our corporate and operating facilities.48Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsFinancing Activities. During 2014, net cash provided by financing activities was $366.8 million, consisting primarily of $414.0 million of net proceedsfrom the Company's new term loan used to partially finance the acquisition of EQ, offset in part by $19.4 million of term loan repayments, $15.5 million ofdividend payments to our stockholders and $14.0 million of deferred financing costs associated with the Company's new Credit Agreement.During 2013, net cash provided by financing activities was $43.7 million, consisting primarily of $96.4 million of net proceeds received from our publiccommon stock offering (discussed further below) and $2.5 million of proceeds from stock option exercises, partially offset by $45.0 million of net repaymentsunder the Credit Agreement and $10.0 million of dividends paid to our stockholders.During 2012, net cash used in financing activities was $11.2 million, consisting primarily of $16.4 million of dividends paid to our stockholders (including aone-time accelerated quarterly dividend payment in December 2012), partially offset by net borrowings under the Credit Agreement of $4.5 million incurredprimarily to finance the Dynecol acquisition and fund working capital requirements.Credit FacilityOn June 17, 2014, in connection with the acquisition of EQ, the Company entered into a new $540.0 million senior secured credit agreement (the "CreditAgreement") with a syndicate of banks comprised of a $415.0 million term loan (the "Term Loan") with a maturity date of June 17, 2021 and a $125.0 millionrevolving line of credit (the "Revolving Credit Facility") with a maturity date of June 17, 2019. Upon entering into the Credit Agreement, the Companyterminated its existing credit agreement with Wells Fargo, dated October, 29, 2010, as amended (the "Former Agreement"). Immediately prior to thetermination of the Former Agreement, there were no outstanding borrowings under the Former Agreement. No early termination penalties were incurred as aresult of the termination of the Former Agreement.Term LoanThe Term Loan provides an initial commitment amount of $415.0 million, the proceeds of which were used to acquire 100% of the outstanding shares of EQand pay related transaction fees and expenses. The Term Loan bears interest at a base rate (as defined in the Credit Agreement) plus 2.00% or LIBOR plus3.00%, at the Company's option. The Term Loan is subject to amortization in equal quarterly installments in an aggregate annual amount equal to 1.00% ofthe original principal amount of the Term Loan. At December 31, 2014, the effective interest rate on the Term Loan was 3.75%. Interest only payments aredue either monthly or on the last day of any interest period, as applicable. As set forth in the Credit Agreement, the Company is required to enter into one ormore interest rate hedge agreements in amounts sufficient to fix the interest rate on at least 50% of the principal amount of the $415.0 million Term Loan. InOctober 2014, the Company entered into an interest rate swap agreement with Wells Fargo, effectively fixing the interest rate on $250.0 million, or 63%, ofthe Term Loan principal outstanding as of December 31, 2014.Revolving Credit FacilityThe Revolving Credit Facility provides up to $125.0 million of revolving credit loans or letters of credit with the use of proceeds restricted solely forworking capital and other general corporate purposes. Under the Revolving Credit Facility, revolving loans are available based on a base rate (as defined inthe Credit Agreement) or LIBOR, at the Company's option, plus an applicable margin which is determined according to a pricing grid under which theinterest rate decreases or increases based on our ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"). TheCompany is required to pay a commitment fee of 0.50% per annum on the unused portion of the Revolving Credit Facility, with such commitment fee to bereduced based upon the Company's total leverage ratio as defined in the Credit49Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsAgreement. The maximum letter of credit capacity under the new revolving credit facility is $50.0 million and the Credit Agreement provides for a letter ofcredit fee equal to the applicable margin for LIBOR loans under the Revolving Credit Facility. Interest only payments are due either monthly or on the lastday of any interest period, as applicable. At December 31, 2014, there were no borrowings outstanding on the Revolving Credit Facility. The availabilityunder the Revolving Credit Facility was $89.1 million with $35.9 million of the Revolving Credit Facility issued in the form of standby letters of creditutilized as collateral for closure and post-closure financial assurance and other assurance obligations.Except as set forth below, the Company may prepay the Term Loan or permanently reduce the Revolving Credit Facility commitment under the CreditAgreement at any time without premium or penalty (other than customary "breakage" costs with respect to the early termination of LIBOR loans). On or priorto six months after the closing of the Credit Agreement, if we prepay the initial term loans or amend the pricing terms of the initial term loans, in each case inconnection with a reduction of the effective yield, we are required to pay a 1% prepayment premium (unless in connection with a change of control, sale orpermitted acquisition). Subject to certain exceptions, the Credit Agreement provides for mandatory prepayment upon certain asset dispositions, casualtyevents and issuances of indebtedness. The Credit Agreement is also subject to mandatory annual prepayments commencing in December 2015 if our totalleverage (defined as the ratio of our consolidated funded debt as of the last day of the applicable fiscal year to our adjusted EBITDA for such period) exceedscertain ratios as follows: 50% of our adjusted excess cash flow (as defined in the Credit Agreement and which takes into account certain adjustments) if ourtotal leverage ratio is greater than 2.50 to 1.00, with step-downs to 0% if our total leverage ratio is equal to or less than 2.50 to 1.00.Pursuant to (i) an unconditional guarantee agreement (the "Guarantee") and (ii) a collateral agreement (the "Collateral Agreement"), each entered into by theCompany and its domestic subsidiaries on June 17, 2014 in connection with the Credit Agreement, the Company's obligations under the Credit Agreementare jointly and severally and fully and unconditionally guaranteed on a senior basis by all of the Company's existing and certain future domestic subsidiariesand the Credit Agreement is secured by substantially all of the Company's and its domestic subsidiaries' assets except the Company's and its domesticsubsidiaries' real property.The Credit Agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting theability of the Company to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock andcreate certain liens. We may only declare quarterly or annual dividends if on the date of declaration, no event of default has occurred and no other event orcondition has occurred that would constitute default due to the payment of the dividend.The Credit Agreement also contains a financial maintenance covenant, which is a maximum Consolidated Senior Secured Leverage Ratio, as defined in theCredit Agreement, and is only applicable to the Revolving Credit Facility. Our Consolidated Senior Secured Leverage Ratio as of the last day of any fiscalquarter, commencing with June 30, 2014, may not exceed the ratios indicated below:At December 31, 2014, we were in compliance with all of the financial covenants in the Credit Agreement.Public Common Stock Offering. In December 2013, we sold and issued 2,990,000 shares of our common stock, including 390,000 shares pursuant to theunderwriters' option to purchase additional shares, at a50Fiscal Quarters Ending Maximum RatioJune 30, 2014 through September 30, 2015 4.00 to 1.00December 31, 2015 through September 30, 2016 3.75 to 1.00December 31, 2016 through September 30, 2017 3.50 to 1.00December 31, 2017 through September 30, 2018 3.25 to 1.00December 31, 2018 and thereafter 3.00 to 1.00Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsprice of $34.00 per share. We received net proceeds of $96.4 million after deducting underwriting discounts, commissions and offering expenses.$30.0 million of the net proceeds were used to repay amounts outstanding under the Credit Agreement with the remainder available for general corporatepurposes, including potential future acquisitions.Contractual Obligations and GuaranteesContractual ObligationsUS Ecology's contractual obligations at December 31, 2014 mature as follows:GuaranteesWe enter into a wide range of indemnification arrangements, guarantees and assurances in the ordinary course of business and have evaluated agreements thatcontain guarantees and indemnification clauses. These include tort indemnities, tax indemnities, indemnities against third-party claims arising out ofarrangements to provide services to us and indemnities related to the sale of our securities. We also indemnify individuals made party to any suit orproceeding if that individual was acting as an officer or director of US Ecology or was serving at the request of US Ecology or any of its subsidiaries duringtheir tenure as a director or officer. We also provide guarantees and indemnifications for the benefit of our wholly-owned subsidiaries to satisfy performanceobligations, including closure and post-closure financial assurances. It is difficult to quantify the maximum potential liability under these indemnificationarrangements; however, we are not currently aware of any material liabilities to the Company or any of its subsidiaries arising from these arrangements.Environmental MattersWe maintain funded trusts agreements, surety bonds and insurance policies for future closure and post-closure obligations at both current and formerlyoperated disposal facilities. These funded trust agreements, surety bonds and insurance policies are based on management estimates of future closure andpost-closure monitoring using engineering evaluations and interpretations of regulatory requirements51 Payments Due by Period $s in thousands Total 2015 2016 - 2017 2018 - 2019 Thereafter Closure and post-closure obligations(1) $312,199 $5,406 $11,854 $6,446 $288,493 Operating lease commitments 17,697 5,658 8,682 3,295 62 Credit agreement obligations(2) 395,616 3,976 7,952 7,952 375,736 Interest expense(3) 109,908 18,186 35,073 33,341 23,308 Total contractual obligations $835,420 $33,226 $63,561 $51,034 $687,599 (1)For the purposes of the table above, closure and post-closure obligations are shown on an undiscounted basis and inflated using anestimated annual inflation rate of 2.6%. Cash payments for closure and post-closure obligation extend to the year 2105. (2)The Term Loan portion of the Credit Agreement with Wells Fargo matures on June 17, 2021 and is subject to amortization in equalquarterly installments in an aggregate annual amount of $4.0 million beginning March 31, 2015. (3)Interest expense has been calculated using the effective interest rate of 3.75% in effect at December 31, 2014 on the unhedgedvariable rate portion of the outstanding principal and 5.17% on the fixed rate hedged portion of the outstanding principal beginningDecember 31, 2014, the effective date of the Company's interest rate swap agreement with Wells Fargo. The interest expensecalculation reflects assumed principal reductions consistent with the disclosures in footnote (2) above.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentswhich are periodically updated. Accounting for closure and post-closure costs includes final disposal cell capping and revegetation, soil and groundwatermonitoring and routine maintenance and surveillance required after a site is closed.We estimate that our undiscounted future closure and post-closure costs for all facilities was approximately $312.2 million at December 31, 2014, with amedian payment year of 2060. Our future closure and post-closure estimates are our best estimate of current costs and are updated periodically to reflectcurrent technology, cost of materials and services, applicable laws, regulations, permit conditions or orders and other factors. These current costs are adjustedfor anticipated annual inflation, which we assumed to be 2.6% as of December 31, 2014. These future closure and post-closure estimates are discounted totheir present value for financial reporting purposes using our credit-adjusted risk-free interest rate, which approximates our incremental long-term borrowingrate in effect at the time the obligation is established or when there are upward revisions to our estimated closure and post-closure costs. At December 31,2014, our weighted-average credit-adjusted risk-free interest rate was 5.9%. For financial reporting purposes, our recorded closure and post-closureobligations were $72.9 million and $17.5 million as of December 31, 2014 and 2013, respectively.Through December 31, 2014, we have met our financial assurance requirements through insurance, surety bonds, standby letters of credit and self-fundedrestricted trusts.US Operating and Non-Operating FacilitiesWe cover our closure and post-closure obligations for our U.S. operating facilities through the use of third-party insurance policies, surety bonds and standbyletters of credit. Insurance policies covering our closure and post-closure obligations expire in December 2015. Our total policy limits are approximately$45.5 million. At December 31, 2014 our trust accounts had $4.1 million for our closure and post-closure obligations and are identified as Restricted cashand investments on our consolidated balance sheet.All closure and post-closure funding obligations for our Beatty, Nevada and Richland, Washington facilities revert to the state. Volume based fees arecollected from our customers and remitted to state controlled trust funds to cover the estimated cost of closure and post-closure obligations.StablexWe use commercial surety bonds to cover our closure obligations for our Stablex facility located in Blainville, Québec, Canada. Our lease agreement with theProvince of Québec requires that the surety bond be maintained for 25 years after the lease expires in 2023. At December 31, 2014 we had $779,000 incommercial surety bonds dedicated for closure obligations. These bonds were renewed in November 2014 and expire November 2015. Post-closure fundingobligations for the Stablex landfill revert back to the Province of Québec through a dedicated trust account that is funded based on a per-metric-ton disposedfee by Stablex.We expect to renew insurance policies and commercial surety bonds in the future. If we are unable to obtain adequate closure, post-closure or environmentalliability insurance and/or commercial surety bonds in future years, any partial or completely uninsured claim against us, if successful and of sufficientmagnitude, could have a material adverse effect on our financial condition, results of operations or cash flows. Additionally, continued access to casualty andpollution legal liability insurance with sufficient limits, at acceptable terms, is important to obtaining new business. Failure to maintain adequate financialassurance could also result in regulatory action including early closure of facilities. While we believe we will be able to maintain the requisite financialassurance policies at a reasonable cost, premium and collateral requirements may materially increase.52Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsOperation of disposal facilities creates operational, closure and post-closure obligations that could result in unplanned monitoring and corrective actioncosts. We cannot predict the likelihood or effect of all such costs, new laws or regulations, litigation or other future events affecting our facilities. We do notbelieve that continuing to satisfy our environmental obligations will have a material adverse effect on our financial condition or results of operations.Seasonal EffectsSeasonal fluctuations due to weather and budgetary cycles can influence the timing of customer spending for our services. Typically, in the first quarter ofeach calendar year there is less demand for our services due to reduced construction and business activities related to weather while we experienceimprovement in our second and third quarters of each calendar year as weather conditions and other business activity improves.Critical Accounting PoliciesOur discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements require us to makeestimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets andliabilities. On an ongoing basis, we evaluate our estimates included in our critical accounting policies discussed below and those accounting policies and useof estimates discussed in Notes 2 and 3 to the Consolidated Financial Statements. We base our estimates on historical experience and on various assumptionsand other factors we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities thatare not readily apparent from other sources. We make adjustments to judgments and estimates based on current facts and circumstances on an ongoing basis.Historically, actual results have not deviated significantly from those determined using the estimates described below or in Notes 2 and 3 to the ConsolidatedFinancial Statements located in Item 8—Financial Statements and Supplementary Data to this Form 10-K. However, actual amounts could differ materiallyfrom those estimated at the time the consolidated financial statements are prepared.We believe the following critical accounting policies are important to understand our financial condition and results of operations and require management'smost difficult, subjective or complex judgments, often as a result of the need to estimate the effect of matters that are inherently uncertain.Revenue RecognitionWe recognize revenue when persuasive evidence of an arrangement exists, delivery and disposal have occurred or services have been rendered, the price isfixed or determinable and collection is reasonably assured. We recognize revenue from three primary sources: 1) waste treatment, recycling and disposal,2) field and industrial waste management services and 3) waste transportation services.Waste treatment and disposal revenue results primarily from fees charged to customers for treatment and/or disposal or recycling of specified wastes. Wastetreatment and disposal revenue is generally charged on a per-ton or per-yard basis based on contracted prices and is recognized when services are complete.Field and industrial waste management services revenue results primarily from specialty onsite services such as high-pressure and chemical cleaning,centrifuge and materials processing, tank cleaning, decontamination, remediation, transportation, spill cleanup and emergency response at refineries,chemical plants, utilities, pulp and paper mills, automotive and other government, commercial and industrial facilities. These services are provided based onpurchase orders or agreements with the customer and include prices based upon daily, hourly or job rates for equipment, materials and personnel. Revenues53Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsare recognized over the term of the agreements or as services are performed. Revenue is recognized on contracts with retainage when services have beenrendered and collectability is reasonably assured.Transportation revenue results from delivering customer waste to a disposal facility for treatment and/or disposal or recycling. Transportation services aregenerally not provided on a stand-alone basis and instead are bundled with other Company services. However, in some instances we provide transportationand logistics services for shipment of waste from clean-up sites to disposal facilities operated by other companies. We account for our bundled arrangementsas multiple deliverable arrangements and determine the amount of revenue recognized for each deliverable (unit of accounting) using the relative fair valuemethod. Transportation revenue is recognized when the transported waste is received at the disposal facility. Waste treatment and disposal revenue underbundled arrangements is recognized when services are complete and the waste is disposed in the landfill.Burial fees collected from customers for each ton or cubic yard of waste disposed in our landfills are paid to the respective local and/or state governmententity and are not included in revenue. Revenue and associated costs from waste that has been received but not yet treated and disposed of in our landfills aredeferred until disposal occurs.Our Richland, Washington disposal facility is regulated by the WUTC, which approves our rates for disposal of LLRW. Annual revenue levels are establishedbased on a six-year rate agreement with the WUTC at amounts sufficient to cover the costs of operation and provide us with a reasonable profit. Per-unit ratescharged to LLRW customers during the year are based on our evaluation of disposal volume and radioactivity projections submitted to us by wastegenerators. Our proposed rates are then reviewed and approved by the WUTC. If annual revenue exceeds the approved levels set by the WUTC, we arerequired to refund excess collections to facility users on a pro-rata basis. The current rate agreement with the WUTC was extended in 2013 and is effectiveuntil January 1, 2020.Disposal Facility AccountingIn general, a disposal cell development asset exists for the cost of building new disposal space and a closure liability exists for closing, maintaining andmonitoring the disposal unit once this space is filled. Major assumptions and judgments used to calculate cell development assets and closure liabilities areas follows:•Personnel and equipment costs incurred to construct new disposal cells are identified and capitalized as a cell development asset. •The cell development asset is amortized as each available cubic yard, or cubic meter in the case of Stablex, of disposal space is filled. Periodicindependent engineering surveys and inspection reports are used to determine the remaining volume available. These reports take into accountvolume, compaction rates and space reserved for capping filled disposal cells. •We record the fair value of an Asset Retirement Obligation ("ARO") as a liability in the period in which we incur a legal obligation associated with theretirement of tangible long-lived assets. We are also required to record a corresponding asset that is amortized over the life of the underlying tangibleasset. After the initial measurement, the ARO is adjusted at the end of each period to reflect the passage of time and changes in the estimated futurecash flows underlying the obligation.The closure liability (obligation) represents the present value of current cost estimates to close, maintain and monitor disposal cells and support facilities.Cost estimates are developed using input from our technical and accounting personnel as well as independent engineers and our interpretation of currentrequirements, and are intended to approximate fair value. We estimate the timing of future payments based on expected annual disposal airspaceconsumption and then accrete the current cost estimate by an inflation rate, estimated at December 31, 2014 to be 2.6%. Inflated current costs are thendiscounted using our credit-adjusted risk-free interest rate, which approximates our incremental borrowing rate in effect at the time the obligation isestablished or when there are upward revisions to our estimated closure and54Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentspost-closure costs. Our weighted-average credit-adjusted risk-free interest rate at December 31, 2014 approximated 5.9%. Final closure and post-closuremonitoring obligations are currently estimated as being paid through the year 2105. During 2014, we updated several assumptions. This included theestimated cost of closing disposal cells. These updates resulted in a net increase to our closure post-closure obligation of $7.2 million, comprised of anincrease of $7.2 million in retirement assets and $77,000 recorded as a charge to other direct costs.Changes in inflation rates or the estimated costs, timing or extent of the required future activities to close, maintain and monitor disposal cells and facilitiesresult in both: (i) a current adjustment to the recorded liability and related asset and (ii) a change in the liability and asset amounts to be recordedprospectively over the remaining life of the asset in accordance with our depreciation policy. A hypothetical 1% increase in the inflation rate would increaseour closure/post-closure obligation by $15.2 million. A hypothetical 10% increase in our cost estimates would increase our closure/post-closure obligationby $7.4 million.Goodwill and Intangible AssetsAs of December 31, 2014, the Company's goodwill balance was $217.2 million. We assess goodwill for impairment during the fourth quarter of each year, andalso if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Some ofthe factors that could indicate impairment include a significant adverse change in legal factors or in the business climate, an adverse action or assessment bya regulator, or operating losses at the reporting unit. The assessment consists of comparing the fair value of the reporting unit to the carrying value of the netassets assigned to the reporting unit, including goodwill.We determine our reporting units by identifying the components of each operating segment, and then aggregate components having similar economiccharacteristics based on quantitative and / or qualitative factors. At December 31, 2014, we had 17 reporting units, eight of which had allocated goodwill.Fair values are determined by using both the market approach, applying a multiple of earnings based on guideline for publicly traded companies, and theincome approach, discounting projected future cash flows based on our expectations of the current and future operating environment. The rates used todiscount projected future cash flows reflect a weighted average cost of capital based on our industry, capital structure and risk premiums including thosereflected in the current market capitalization. In the event the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit isconsidered not impaired. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill test would be performed to measurethe amount of impairment loss. In the event that we determine that the value of goodwill has become impaired, we will incur an accounting charge for theamount of impairment during the period in which the determination has been made.The result of the annual assessment of goodwill undertaken in the fourth quarter of 2014 indicated no goodwill impairment charges were required for any ofour reporting units.We review intangible assets with indefinite useful lives for impairment during the fourth quarter of each year. We also review both indefinite-lived and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an intangible asset may not berecoverable. In order to assess whether a potential impairment exists, the assets' carrying values are compared with their undiscounted expected future cashflows. Estimating future cash flows requires significant judgment about factors such as general economic conditions and projected growth rates, and ourestimates often vary from the cash flows eventually realized. Impairments are measured by comparing the fair value of the asset to its carrying value. Fairvalue is generally determined by considering: (i) the internally developed discounted projected cash flow analysis of the asset; (ii) actual third-partyvaluations; and/or (iii) information available regarding the current market environment for similar assets. If the fair value of an asset is determined to be lessthan the carrying amount of the asset, an impairment in the amount of the55Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsdifference is recorded in the period in which the events or changes in circumstances that indicated the carrying value of the assets may not be recoverableoccurred.No events or circumstances occurred during 2014 that would indicate that our intangible assets may be impaired, therefore no impairment tests wereperformed during 2014 other than the annual assessment of intangible assets with indefinite useful lives conducted in the fourth quarter of every year. Theresult of the annual assessment undertaken in the fourth quarter of 2014 indicated no impairment of our intangible assets with indefinite useful lives.Share Based PaymentsThe Company's Board of Directors grants options to purchase our common stock to certain directors and employees under approved stock option plans. As ofDecember 31, 2014 we have options outstanding under two stock option plans, the 1992 Stock Option Plan for Employees ("1992 Employee Plan") and the2008 Stock Option Incentive Plan ("2008 Stock Option Plan"). In April 2013, the 1992 Employee Plan expired and was cancelled except for options thenoutstanding. The Company's Board of Directors has also granted restricted stock awards to certain directors and employees under the Amended and Restated2005 Non-Employee Director Compensation Plan and the 2006 Restricted Stock Plan.The determination of fair value of stock option awards on the date of grant using the Black-Scholes model is affected by our stock price and subjectiveassumptions. These assumptions include, but are not limited to, the expected term of stock options and expected stock price volatility over the term of theawards. Refer to Note 16 to the Consolidated Financial Statements located in Item 8—Financial Statements and Supplementary Data to this Form 10-K for asummary of the assumptions utilized in 2014, 2013 and 2012. Our stock options have characteristics significantly different from those of traded options, andchanges in the assumptions can materially affect the fair value estimates.Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. When actualforfeitures vary from our estimates, we recognize the difference in compensation expense in the period the actual forfeitures occur or when options vest.Income TaxesIncome taxes are accounted for using an asset and liability approach whereby we recognize deferred tax assets and liabilities for the expected future taxconsequences of temporary differences between the financial statement and tax basis of assets and liabilities at the applicable tax rates. The effect of a changein tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Deferred tax assets are evaluated for thelikelihood of use in future periods. A valuation allowance is recorded against deferred tax assets if, based on the weight of the available evidence, it is morelikely than not that some or all of the deferred tax assets will not be realized. The determination of the need for a valuation allowance, if any, requires ourjudgment and the use of estimates. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount,we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As of December 31, 2014,we have deferred tax assets totaling approximately $20.2 million, a valuation allowance of $2.7 million and deferred tax liabilities totaling approximately$120.6 million.The application of income tax law is inherently complex. Tax laws and regulations are voluminous and at times ambiguous and interpretations of guidanceregarding such tax laws and regulations change over time. This requires us to make many subjective assumptions and judgments regarding the timing andamounts of deductible and taxable items and the probability of sustaining uncertain tax positions. A liability for uncertain tax positions is recorded in ourfinancial statements on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax position taken will besustained based on the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, we recognizethe largest amount of tax benefit that is greater than 50% likely to be56Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsrealized upon ultimate settlement with the related tax authority. As facts and circumstances change, we reassess these probabilities and record any changes inthe financial statements as appropriate. Changes in our assumptions and judgments can materially affect our financial position, results of operations and cashflows. We recognize interest assessed by taxing authorities or interest associated with uncertain tax positions as a component of interest expense. Werecognize any penalties assessed by taxing authorities or penalties associated with uncertain tax positions as a component of selling, general andadministrative expenses.LitigationWe have, in the past, been involved in litigation requiring estimates of timing and loss potential whose timing and ultimate disposition is controlled by thejudicial process. As of December 31, 2014, we did not have any ongoing, pending or threatened legal action that management believes, either individually orin the aggregate, would have a material adverse effect on our financial position, results of operations or cash flows. The decision to accrue costs or write offassets is based on the pertinent facts and our evaluation of present circumstances.Off Balance Sheet ArrangementsWe do not have any off balance sheet arrangements or interests in variable interest entities that would require consolidation. US Ecology operates throughwholly-owned subsidiaries. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKInterest Rate RiskWe do not maintain equities, commodities, derivatives, or any other similar instruments for trading purposes. We have minimal interest rate risk oninvestments or other assets due to our preservation of capital approach to investments. At December 31, 2014, $5.7 million of restricted cash was invested infixed-income U.S. Treasury and U.S. government agency securities and money market accounts.We are exposed to changes in interest rates as a result of our borrowings under the Credit Agreement. Under the Credit Agreement, Term Loan borrowingsincur interest at a base rate (as defined in the Credit Agreement) or LIBOR, at the Company's option, plus an applicable margin. Revolving loans under theRevolving Credit Facility are available based on a base rate (as defined in the Credit Agreement) or LIBOR, at the Company's option, plus an applicablemargin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to EBITDA. OnOctober 29, 2014, the Company entered into an interest rate swap agreement with Wells Fargo with the intention of hedging the Company's interest rateexposure on a portion of the Company's outstanding LIBOR-based variable rate debt. Under the terms of the swap, effective December 31, 2014, theCompany will pay to Wells Fargo interest at the fixed effective rate of 5.17% and will receive from Wells Fargo interest at the variable one-month LIBOR rateon an initial notional amount of $250.0 million.As of December 31, 2014, there were $395.6 million of borrowings outstanding under the Term Loan and no borrowings outstanding under the RevolvingCredit Facility. If interest rates were to rise and outstanding balances remain unchanged, we would be subject to higher interest payments on our outstandingdebt. Subsequent to the effective date of the interest rate swap on December 31, 2014, we would be subject to higher interest payments on only the unhedgedborrowings under the Credit Agreement.Based on the outstanding indebtedness of $395.6 million under our Credit Agreement at December 31, 2014 and the impact of our interest rate hedge, ifmarket rates used to calculate interest expense were to average 1% higher in the next twelve months, our interest expense would increase by approximately$636,000.57Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsForeign Currency RiskWe are subject to currency exposures and volatility because of currency fluctuations. The majority of our transactions are in USD; however, our Stablexsubsidiary conducts business in both Canada and the United States. In addition, contracts for services Stablex provides to U.S. customers are generallydenominated in USD. During 2014, Stablex transacted approximately 62% of its revenue in USD and at any time has cash on deposit in USD and outstandingUSD trade receivables and payables related to these transactions. These USD cash, receivable and payable accounts are subject to non-cash foreign currencytranslation gains or losses. Exchange rate movements also affect the translation of Canadian generated profits and losses into USD.We established intercompany loans between Stablex and US Ecology, Inc. as part of a tax and treasury management strategy allowing for repayment of third-party bank debt used to complete the acquisition. These intercompany loans are payable using CAD and are subject to mark-to-market adjustments withmovements in the CAD. At December 31, 2014, we had $20.7 million of intercompany loans outstanding between Stablex and US Ecology. During 2014 theCAD weakened as compared to the USD resulting in a $1.5 million non-cash foreign currency translation loss recognized in the Company's ConsolidatedStatement of Operations related to the intercompany loans. Based on intercompany balances as of December 31, 2014 a $0.01 CAD increase or decrease incurrency rate compared to the USD at December 31, 2014 would have generated a non-cash gain or loss of approximately $207,000 for the year endedDecember 31, 2014.We had a total pre-tax foreign currency loss of $1.5 million for the year ended December 31, 2014. We currently have no foreign exchange contracts, optioncontracts or other foreign currency hedging arrangements. Management evaluates the Company's risk position on an ongoing basis to determine whetherforeign exchange hedging strategies should be employed.58Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA59 PageNumber Report of Independent Registered Public Accounting Firm 60 Consolidated Balance Sheets as of December 31, 2014 and 2013 62 Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 63 Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 64 Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 65 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2014, 2013 and 2012 66 Notes to Consolidated Financial Statements 67 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofUS Ecology, Inc.Boise, IdahoWe have audited the accompanying consolidated balance sheets of US Ecology, Inc. and subsidiaries (the "Company") as of December 31, 2014 and 2013,and the related consolidated statements of operations, comprehensive income, cash flows, and stockholders' equity for each of the three years in the periodended December 31, 2014. We also have audited the Company's internal control over financial reporting as of December 31, 2014, based on criteriaestablished in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. TheCompany's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessmentof the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Controls overFinancial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control overfinancial reporting based on our audits.As described in Management's Annual Report on Internal Controls over Financial Reporting, management excluded from its assessment the internal controlover financial reporting at EQ Holdings, Inc. and its wholly-owned subsidiaries (collectively, "EQ"), which was acquired on June 17, 2014 and whosefinancial statements constitute approximately 73% of total assets, and 51% of revenues of the consolidated financial statement amounts as of and for the yearended December 31, 2014. Accordingly, our audits did not include the internal control over financial reporting at EQ.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effectiveinternal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made bymanagement, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining anunderstanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessaryin the circumstances. We believe that our audits provide a reasonable basis for our opinions.A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company's assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may60Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contentsnot be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting tofuture periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of US Ecology, Inc. andsubsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period endedDecember 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Companymaintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established in InternalControl—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission./s/ DELOITTE & TOUCHE LLPBoise, IdahoMarch 2, 201561Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.CONSOLIDATED BALANCE SHEETS(In thousands, except per share amounts) The accompanying notes are an integral part of these financial statements.62 As of December 31, 2014 2013 Assets Current Assets: Cash and cash equivalents $22,971 $73,940 Receivables, net 135,261 43,636 Prepaid expenses and other current assets 11,984 3,612 Income taxes receivable 6,181 — Deferred income taxes 2,813 1,340 Total current assets 179,210 122,528 Property and equipment, net 227,684 114,859 Restricted cash and investments 5,729 4,097 Intangible assets, net 278,667 36,832 Goodwill 217,172 21,693 Other assets 11,308 547 Deferred income taxes 85 — Total assets $919,855 $300,556 Liabilities And Stockholders' Equity Current Liabilities: Accounts payable $24,513 $7,277 Deferred revenue 13,190 8,870 Accrued liabilities 35,524 8,691 Accrued salaries and benefits 13,322 6,957 Income taxes payable 4,124 4,428 Current portion of closure and post-closure obligations 5,359 949 Current portion of long-term debt 3,828 — Total current liabilities 99,860 37,172 Long-term closure and post-closure obligations 67,511 16,519 Long-term debt 390,825 — Other long-term liabilities 4,336 69 Unrecognized tax benefits — 480 Deferred income taxes 105,986 14,778 Total liabilities 668,518 69,018 Commitments and contingencies Stockholders' Equity: Common stock $0.01 par value, 50,000 authorized; 21,632 and 21,538 shares issued,respectively 216 215 Additional paid-in capital 165,524 162,830 Retained earnings 93,301 70,597 Treasury stock, at cost, 1 and 19 shares, respectively (18) (319)Accumulated other comprehensive loss (7,686) (1,785)Total stockholders' equity 251,337 231,538 Total liabilities and stockholders' equity $919,855 $300,556 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share amounts) The accompanying notes are an integral part of these financial statements.63 For the Year Ended December 31, 2014 2013 2012 Revenue $447,411 $201,126 $169,138 Direct operating costs 301,625 122,140 102,841 Gross profit 145,786 78,986 66,297 Selling, general and administrative expenses 73,336 26,055 25,659 Operating income 72,450 52,931 40,638 Other income (expense): Interest income 107 19 17 Interest expense (10,677) (828) (878)Foreign currency gain (loss) (1,499) (2,327) 1,213 Other 669 352 728 Total other income (expense) (11,400) (2,784) 1,080 Income before income taxes 61,050 50,147 41,718 Income tax expense 22,814 17,996 16,059 Net income $38,236 $32,151 $25,659 Earnings per share: Basic $1.78 $1.73 $1.41 Diluted $1.77 $1.72 $1.40 Shares used in earnings per share calculation: Basic 21,537 18,592 18,238 Diluted 21,655 18,676 18,281 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In thousands) The accompanying notes are an integral part of these financial statements.64 For the Year Ended December 31, 2014 2013 2012 Net income $38,236 $32,151 $25,659 Other comprehensive income (loss): Foreign currency translation gain (loss) (3,863) (2,413) 745 Unrealized loss on interest rate hedge, net of taxes of $1,098 (2,038) — — Comprehensive income, net of tax $32,335 $29,738 $26,404 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) The accompanying notes are an integral part of these financial statements.65 For the Year Ended December 31, 2014 2013 2012 Cash flows from operating activities: Net income $38,236 $32,151 $25,659 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment 24,413 14,815 13,916 Amortization of intangible assets 8,207 1,461 1,469 Accretion of closure and post-closure obligations 2,656 1,241 1,367 Unrealized foreign currency loss (gain) 2,427 2,789 (1,400)Deferred income taxes 2,035 (2,637) (711)Share-based compensation expense 1,250 865 846 Unrecognized tax benefits (480) 13 13 Net loss on sale of property and equipment 421 170 13 Amortization of debt discount 74 — — Changes in assets and liabilities (net of effect of business acquisitions): Receivables (4,400) (10,408) (1,850)Income taxes receivable (1,798) — 187 Other assets 116 (403) (677)Accounts payable and accrued liabilities (2,878) 1,673 (2,172)Deferred revenue 1,890 5,197 (50)Accrued salaries and benefits 771 (424) 1,929 Income taxes payable (389) 4,091 (1,083)Closure and post-closure obligations (1,182) (955) (2,282)Net cash provided by operating activities 71,369 49,639 35,174 Cash flows from investing activities: Business acquisitions (net of cash acquired) (460,874) — (10,743)Purchases of property and equipment (28,434) (21,373) (15,766)Purchases of restricted cash and investments (1,060) (5,249) — Proceeds from sale of restricted cash and investments 1,023 5,263 5 Proceeds from sale of short term investments 654 — — Proceeds from sale of property and equipment 201 168 198 Net cash used in investing activities (488,490) (21,191) (26,306)Cash flows from financing activities: Proceeds from issuance of long-term debt 413,962 9,500 26,000 Payments on long-term debt (19,384) (54,500) (21,500)Dividends paid (15,532) (9,978) (16,432)Deferred financing costs paid (14,001) (235) — Proceeds from exercise of stock options 1,542 2,461 1,035 Proceeds from public offering (net of issuance costs of $5,229) — 96,431 — Other 206 (1) (303)Net cash provided by (used in) financing activities 366,793 43,678 (11,200)Effect of foreign exchange rate changes on cash (641) (306) 163 Increase (decrease) in cash and cash equivalents (50,969) 71,820 (2,169)Cash and cash equivalents at beginning of year 73,940 2,120 4,289 Cash and cash equivalents at end of year $22,971 $73,940 $2,120 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(In thousands, except share amounts) CommonSharesIssued CommonStock AdditionalPaid-InCapital RetainedEarnings TreasuryStock AccumulatedOtherComprehensiveIncome (Loss) Total Balance atDecember 31,2011 18,320,214 $183 $62,455 $39,197 $(1,555)$(117)$100,163 Net income — — — 25,659 — — 25,659 Othercomprehensiveincome — — — — — 745 745 Dividend paid — — — (16,432) — — (16,432)Tax benefit ofequity basedawards — — 6 — — — 6 Share-basedcompensation — — 846 — — — 846 Stock optionexercises 65,048 1 1,034 — — — 1,035 Issuance ofrestrictedcommon stockfrom treasuryshares — — (372) — 372 — — Balance atDecember 31,2012 18,385,262 184 63,969 48,424 (1,183) 628 112,022 Net income — — — 32,151 — — 32,151 Othercomprehensiveloss — — — — — (2,413) (2,413)Dividend paid — — — (9,978) — — (9,978)Tax benefit ofequity basedawards — — 318 — — — 318 Share-basedcompensation — — 865 — — — 865 Stock optionexercises 162,314 1 2,140 — — — 2,141 Issuance ofrestrictedcommon stockfrom treasuryshares — — (864) — 864 — — Issuance ofcommon stockin connectionwith publicoffering (net ofissuance costsof $5,229) 2,990,000 30 96,402 — — — 96,432 Balance atDecember 31,2013 21,537,576 215 162,830 70,597 (319) (1,785) 231,538 Net income — — — 38,236 — — 38,236 Othercomprehensiveloss — — — — — (5,901) (5,901)Dividend paid — — — (15,532) — — (15,532)Tax benefit ofequity basedawards — — 667 — — — 667 Share-basedcompensation — — 1,250 — — — 1,250 Stock optionexercises 93,621 1 1,264 — — — 1,265 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The accompanying notes are an integral part of these financial statements.66Repurchase ofcommonstock: 4,860shares — — — — (186) — (186)Issuance ofrestrictedcommon stock 1,246 — — — — — — Issuance ofrestrictedcommon stockfrom treasuryshares — — (487) — 487 — — Balance atDecember 31,2014 21,632,443 $216 $165,524 $93,301 $(18)$(7,686)$251,337 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 1. DESCRIPTION OF BUSINESSUS Ecology, Inc. was most recently incorporated as a Delaware corporation in May 1987 as American Ecology Corporation. On February 22, 2010 theCompany changed its name from American Ecology Corporation to US Ecology, Inc. US Ecology, Inc., through its subsidiaries, is a leading North Americanprovider of environmental services to commercial and government entities. The Company addresses the complex waste management needs of its customers,offering treatment, disposal and recycling of hazardous and radioactive waste, as well as a wide range of complementary field and industrial services.Headquartered in Boise, Idaho, with operations in the United States, Canada and Mexico, US Ecology, Inc. has been protecting the environment since 1952.Throughout these financial statements words such as "we," "us," "our," "US Ecology" and the "Company" refer to US Ecology, Inc. and its subsidiaries.On June 17, 2014, the Company acquired 100% of the outstanding shares of EQ Holdings, Inc. and its wholly-owned subsidiaries (collectively "EQ"). Theacquisition of EQ significantly expanded the Company's service offerings, specifically in the areas of field and industrial services. As such, we have madechanges to the manner in which we manage our business, make operating decisions and assess our performance. Under our new structure, our operations aremanaged in two reportable segments reflecting our internal reporting structure and nature of services offered: Environmental Services and Field & IndustrialServices.Our Environmental Services segment provides a broad range of hazardous material management services including the transportation, recycling, treatmentand disposal of hazardous and non-hazardous waste at Company-owned landfill, wastewater and other treatment facilities.Our Field & Industrial Services segment provides packaging and collection of hazardous waste and total waste management solutions at customer sites andthrough our 10-day storage facilities. Services include on-site management, waste characterization, transportation and disposal of non-hazardous andhazardous waste. This segment also provides specialty services such as high-pressure and chemical cleaning, centrifuge and materials processing, tankcleaning, decontamination, remediation, transportation, spill cleanup and emergency response and other services to commercial and industrial facilities andto government entities.NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESPrinciples of ConsolidationThe accompanying financial statements are prepared on a consolidated basis. All significant inter-company balances and transactions have been eliminatedin consolidation. Our year-end is December 31.Cash and Cash EquivalentsCash and cash equivalents consist primarily of cash on deposit, money market accounts or short-term investments with remaining maturities of 90 days or lessat the date of acquisition.ReceivablesReceivables are stated at an amount management expects to collect. Based on management's assessment of the credit history of the customers havingoutstanding balances and factoring in current economic conditions, management has concluded that potential unidentified losses on balances outstanding atyear-end will not be material.67Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)Restricted Cash and InvestmentsRestricted cash and investments of $5.7 million and $4.1 million at December 31, 2014 and 2013, respectively, represent funds held in third-party managedtrust accounts as collateral for our financial assurance obligations for post-closure activities at our non-operating facilities. These funds are invested in fixed-income U.S. Treasury and government agency securities and money market accounts. The balances are adjusted monthly to fair market value based on quotedprices in active markets for identical or similar assets.Revenue RecognitionWe recognize revenue when persuasive evidence of an arrangement exists, delivery and disposal have occurred or services have been rendered, the price isfixed or determinable and collection is reasonably assured. We recognize revenue from three primary sources: 1) waste treatment, recycling and disposal,2) field and industrial waste management services and 3) waste transportation services.Waste treatment and disposal revenue results primarily from fees charged to customers for treatment and/or disposal or recycling of specified wastes. Wastetreatment and disposal revenue is generally charged on a per-ton or per-yard basis based on contracted prices and is recognized when services are complete.Field and industrial waste management services revenue results primarily from specialty onsite services such as high-pressure and chemical cleaning,centrifuge and materials processing, tank cleaning, decontamination, remediation, transportation, spill cleanup and emergency response at refineries,chemical plants, utilities, pulp and paper mills, automotive and other government, commercial and industrial facilities. These services are provided based onpurchase orders or agreements with the customer and include prices based upon daily, hourly or job rates for equipment, materials and personnel. Revenuesare recognized over the term of the agreements or as services are performed. Revenue is recognized on contracts with retainage when services have beenrendered and collectability is reasonably assured.Transportation revenue results from delivering customer waste to a disposal facility for treatment and/or disposal or recycling. Transportation services aregenerally not provided on a stand-alone basis and instead are bundled with other Company services. However, in some instances we provide transportationand logistics services for shipment of waste from clean-up sites to disposal facilities operated by other companies. We account for our bundled arrangementsas multiple deliverable arrangements and determine the amount of revenue recognized for each deliverable (unit of accounting) using the relative fair valuemethod. Transportation revenue is recognized when the transported waste is received at the disposal facility. Waste treatment and disposal revenue underbundled arrangements is recognized when services are complete and the waste is disposed in the landfill.Burial fees collected from customers for each ton or cubic yard of waste disposed in our landfills are paid to the respective local and/or state governmententity and are not included in revenue. Revenue and associated cost from waste that has been received but not yet treated and disposed of in our landfills aredeferred until disposal occurs.Our Richland, Washington disposal facility is regulated by the Washington Utilities and Transportation Commission ("WUTC"), which approves our rates fordisposal of LLRW. Annual revenue levels are established based on a rate agreement with the WUTC at amounts sufficient to cover the costs of operation,including facility maintenance, equipment replacement and related costs, and provide us with a reasonable profit. Per-unit rates charged to LLRW customersduring the year are based on our evaluation68Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)of disposal volume and radioactivity projections submitted to us by waste generators. Our proposed rates are then reviewed and approved by the WUTC. Ifannual revenue exceeds the approved levels set by the WUTC, we are required to refund excess collections to facility users on a pro-rata basis. The currentrate agreement with the WUTC was extended in 2013 and is effective until January 1, 2020.Unbilled ReceivablesUnbilled receivables are recorded for work performed under contracts that have not yet been invoiced to customers and arise due to the timing of billings.Substantially all unbilled receivables at December 31, 2014, were billed in the following month.Deferred RevenueRevenue from waste that has been received but not yet treated or disposed or advance billings prior to treatment and disposal services are deferred until suchservices are completed.Property and EquipmentProperty and equipment are recorded at cost and depreciated on the straight-line method over estimated useful lives. Replacements and major repairs ofproperty and equipment are capitalized and retirements are made when assets are disposed of or when the useful life has been exhausted. Minor componentsand parts are expensed as incurred. Repair and maintenance expenses were $12.2 million, $5.5 million and $4.6 million for the years ended December 31,2014, 2013 and 2012, respectively.We assume no salvage value for our depreciable fixed assets. The estimated useful lives for significant property and equipment categories are as follows:Disposal Cell AccountingQualified disposal cell development costs such as personnel and equipment costs incurred to construct new disposal cells are recorded and capitalized at cost.Capitalized cell development costs, net of recorded amortization, are added to estimated future costs of the permitted disposal cell to be incurred over theremaining construction of the cell, to determine the amount to be amortized over the remaining estimated cell life. Estimates of future costs are developedusing input from independent engineers and internal technical and accounting managers. We review these estimates at least annually. Amortization isrecorded on a unit of consumption basis, typically applying cost as a rate per cubic yard disposed. Disposal facility costs are expected to be fully amortizedupon final closure of the facility, as no salvage value applies. Costs associated with ongoing disposal operations are charged to expense as incurred.We have material financial commitments for closure and post-closure obligations for certain facilities we own or operate. We estimate future costrequirements for closure and post-closure monitoring based on RCRA and conforming state requirements and facility permits. RCRA requires that companiesprovide the69 Useful LivesVehicles and other equipment 3 to 10 yearsDisposal facility and equipment 3 to 20 yearsBuildings and improvements 5 to 40 yearsRailcars 40 yearsSource: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)responsible regulatory agency acceptable financial assurance for closure work and subsequent post-closure monitoring of each facility for 30 years followingclosure. Estimates for final closure and post-closure costs are developed using input from our technical and accounting managers as well as independentengineers and are reviewed by management at least annually. These estimates involve projections of costs that will be incurred after the disposal facilityceases operations, through the required post-closure care period. The present value of the estimated closure and post-closure costs are accreted using theinterest method of allocation to direct costs in our consolidated statements of operations so that 100% of the future cost has been incurred at the time ofpayment.Business CombinationsWe account for business combinations under the acquisition method of accounting. The cost of an acquired company is assigned to the tangible andidentifiable intangible assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. Any excess of purchase priceover the fair value of net tangible and intangible assets acquired is assigned to goodwill. The transaction costs associated with business combinations areexpensed as they are incurred.GoodwillGoodwill represents the excess of the fair value of the consideration transferred over the fair value of the underlying identifiable assets and liabilitiesacquired. Goodwill is not amortized, but instead is assessed for impairment annually in the fourth quarter and also if an event occurs or circumstances changethat may indicate a possible impairment. In the event that we determine that the value of goodwill has become impaired, we will incur an accounting chargefor the amount of impairment during the period in which the determination has been made. Goodwill was recognized in connection with our acquisitions ofEQ in 2014, US Ecology Michigan, Inc. in 2012 and Stablex in 2010.Intangible AssetsIntangible assets are stated at the fair value assigned in a business combination net of amortization. We amortize our finite-lived intangible assets using thestraight-line method over their estimated economic lives ranging from 1 to 45 years. We review intangible assets with indefinite useful lives for impairmentduring the fourth quarter of each year. We also review both indefinite-lived and finite-lived intangible assets for impairment whenever events or changes incircumstances indicate that the carrying value of an intangible asset may not be recoverable.Impairment of Long-Lived AssetsLong-lived assets consist primarily of property and equipment facility development costs and finite-lived intangible assets. The recoverability of long-livedassets is evaluated periodically through analysis of operating results and consideration of other significant events or changes in the business environment. Ifan operating unit had indications of possible impairment, such as current operating losses, we would evaluate whether impairment exists on the basis ofundiscounted expected future cash flows from operations over the remaining amortization period. If an impairment loss were to exist, the carrying amount ofthe related long-lived assets would be reduced to their estimated fair value based upon discounted cash flows from operations.70Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)Deferred Financing CostsDeferred financing costs are amortized over the life of our Credit Agreement. Amortization of deferred financing costs is included as a component of interestexpense in the consolidated statements of operations. We had deferred financing costs of $12.9 million and $270,000, net of amortization in Prepaidexpenses and other current assets and Other assets in the consolidated balance sheets as of December 31, 2014 and 2013, respectively.Derivative InstrumentsIn order to manage interest rate exposure, we entered into an interest rate swap agreement in October 2014 that effectively converts a portion of our variable-rate debt to a fixed interest rate. Changes in the fair value of the interest rate swap are recorded as a component of accumulated other comprehensive incomewithin stockholders' equity, and are recognized in interest expense in the period in which the payment is settled. The interest rate swap has an effective dateof December 31, 2014 in an initial notional amount of $250.0 million. The Company does not hold or issue derivative financial instruments for trading orspeculative purposes.Foreign CurrencyWe have operations in Canada. The functional currency of our Canadian operations is the Canadian dollar ("CAD"). Assets and liabilities are translated toU.S. dollars ("USD") at the exchange rate in effect at the balance sheet date and revenue and expenses at the average exchange rate for the period. Gains andlosses from the translation of the consolidated financial statements of our Canadian subsidiary into USD are included in stockholders' equity as a componentof Accumulated other comprehensive income. Gains and losses resulting from foreign currency transactions are recognized in the consolidated statements ofoperations. Recorded balances that are denominated in a currency other than the functional currency are re-measured to the functional currency using theexchange rate at the balance sheet date and gains or losses are recorded in the statements of operations.Income TaxesIncome taxes are accounted for using an asset and liability approach. This requires the recognition of deferred tax assets and liabilities for the expected futuretax consequences of temporary differences between the financial statement and tax basis of assets and liabilities at the applicable tax rates. The effect of achange in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.We recognize net deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, weconsider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income,tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of theirnet recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.The application of income tax law is inherently complex. Tax laws and regulations are voluminous and at times ambiguous and interpretations of guidanceregarding such tax laws and regulations change over time. This requires us to make many subjective assumptions and judgments regarding the timing andamounts of deductible and taxable items and the probability of sustaining uncertain tax positions. A liability for71Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)uncertain tax positions is recorded in our consolidated financial statements on the basis of a two-step process whereby (1) we determine whether it is morelikely than not that the tax position taken will be sustained based on the technical merits of the position and (2) for those tax positions that meet the morelikely than not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlementwith the related tax authority. As facts and circumstances change, we reassess these probabilities and record any changes in the financial statements asappropriate. Our tax returns are subject to audit by the Internal Revenue Service ("IRS"), various states in the U.S. and the Canadian Revenue Agency.InsuranceAccrued costs for our self-insured health care coverage were $2.1 million and $493,000 at December 31, 2014 and 2013, respectively.Earnings Per ShareBasic earnings per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted earningsper share is based on the weighted-average number of outstanding common shares plus the weighted-average number of potential outstanding commonshares. Potential common shares that would increase earnings per share or decrease loss per share are anti-dilutive and are excluded from earnings per sharecomputations. Earnings per share is computed separately for each period presented.Treasury StockShares of common stock repurchased by us are recorded at cost as treasury stock and result in a reduction of stockholders' equity in our consolidated balancesheets. Treasury shares are reissued using the weighted average cost method for determining the cost of the shares reissued. The difference between the cost ofthe shares reissued and the issuance price is added or deducted from additional paid-in capital.Recently Issued Accounting PronouncementsIn May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue from Contracts withCustomers, which provides guidance for revenue recognition. The standard's core principle is that a company will recognize revenue when it transferspromised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for thosegoods or services. The new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within thatreporting period. Early application is not permitted. The Company is currently assessing the potential impact of ASU No. 2014-09 on its consolidatedfinancial statements.NOTE 3. USE OF ESTIMATESThe preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of thefinancial statements, as well as the reported amounts of revenue and expenses during the reporting period. Listed72Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 3. USE OF ESTIMATES (Continued)below are the estimates and assumptions that we consider to be significant in the preparation of our financial statements.•Allowance for Doubtful Accounts—We estimate losses for uncollectible accounts based on the aging of the accounts receivable and an evaluation ofthe likelihood of success in collecting the receivable. •Recovery of Long-Lived Assets—We evaluate the recovery of our long-lived assets periodically by analyzing our operating results and consideringsignificant events or changes in the business environment. •Income Taxes—We assume the deductibility of certain costs in our income tax filings, estimate our income tax rate and estimate the future recovery ofdeferred tax assets. •Legal and Environmental Accruals—We estimate the amount of potential exposure we may have with respect to litigation and environmental claimsand assessments. •Disposal Cell Development and Final Closure/Post-Closure Amortization—We expense amounts for disposal cell usage and closure and post-closurecosts for each cubic yard of waste disposed of at our operating facilities. In determining the amount to expense for each cubic yard of waste disposed,we estimate the cost to develop each disposal cell and the closure and post-closure costs for each disposal cell and facility. The expense for each cubicyard is then calculated based on the remaining permitted capacity and total permitted capacity. Estimates for closure and post-closure costs aredeveloped using input from third-party engineering consultants, and our internal technical and accounting personnel. Management reviews estimatesat least annually. Estimates for final disposal cell closure and post-closure consider when the costs would actually be paid and, where appropriate,inflation and discount rates. •Business Acquisitions—The Company records assets and liabilities of the acquired business, including goodwill, generally at their fair values.Acquisition-related transaction and restructuring costs are expensed rather than treated as part of the cost of the acquisition. •Goodwill—We assess goodwill for impairment during the fourth quarter of each year, and also if an event occurs or circumstances change that wouldmore likely than not reduce the fair value of a reporting unit below its carrying amount. The assessment consists of comparing the estimated fair valueof the reporting unit to the carrying value of the net assets assigned to the reporting unit, including goodwill. Fair values are determined by usingboth the market approach, applying a multiple of earnings based on guideline for publicly traded companies, and the income approach, discountingprojected future cash flows based on our expectations of the current and future operating environment. The rates used to discount projected futurecash flows reflect a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the currentmarket capitalization. •Intangible Assets—We review intangible assets with indefinite useful lives for impairment during the fourth quarter of each year. We also review bothindefinite-lived and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of anintangible asset may not be recoverable. In order to assess whether a potential impairment exists, the assets' carrying values are compared with theirundiscounted expected future cash flows. Estimating future cash flows requires significant judgment about factors such as general economicconditions and projected growth rates, and our estimates often vary from the cash flows eventually realized. Impairments are measured by comparingthe fair value of the asset to its carrying value. Fair value is73Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 3. USE OF ESTIMATES (Continued)generally determined by considering: (i) the internally developed discounted projected cash flow analysis of the asset; (ii) actual third-partyvaluations; and/or (iii) information available regarding the current market environment for similar assets.Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements. As it relatesto estimates and assumptions in amortization rates and environmental obligations, significant engineering, operations and accounting judgments arerequired. We review these estimates and assumptions no less than annually. In many circumstances, the ultimate outcome of these estimates and assumptionswill not be known for decades into the future. Actual results could differ materially from these estimates and assumptions due to changes in applicableregulations, changes in future operational plans and inherent imprecision associated with estimating environmental impacts far into the future.NOTE 4. BUSINESS COMBINATIONSEQ Holdings, Inc.On June 17, 2014, the Company acquired 100% of the outstanding shares of EQ Holdings, Inc. and its wholly-owned subsidiaries (collectively "EQ"). EQ is afully integrated environmental services company providing waste treatment and disposal, wastewater treatment, remediation, recycling, industrial cleaningand maintenance, transportation, total waste management, technical services, and emergency response services to a variety of industries and customers inNorth America. The total purchase price was $460.9 million, net of cash acquired, and was funded through a combination of cash on hand and borrowingsunder a new $415.0 million term loan.We have recognized the assets and liabilities of EQ based on our preliminary estimates of their acquisition date fair values. The preliminary purchase priceallocations are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilitiesassumed. Any adjustments to the purchase price allocations are made as soon as practicable but no later than one year from the acquisition date. Thefollowing table summarizes the consideration paid for EQ and the preliminary fair value estimates of assets acquired and liabilities assumed recognized at theacquisition date, with purchase price allocation adjustments since the preliminary purchase price allocation as previously disclosed as of September 30,2014:Purchase price allocation adjustments relate primarily to a post-closing purchase price adjustment based on working capital requirements and the receipt ofadditional information regarding the fair values of property and equipment, intangible assets, accounts payable and accrued expenses, closure and post-closure obligations, deferred income taxes and residual goodwill.74 Purchase Price Allocation $s in thousands September 30, 2014 Adjustments December 31, 2014 Current assets $113,199 $(1,217)$111,982 Property and equipment 103,532 (1,989) 101,543 Identifiable intangible assets 250,900 1,974 252,874 Current liabilities (57,438) (147) (57,585)Other liabilities (131,159) (8,172) (139,331)Total identifiable net assets 279,034 (9,551) 269,483 Goodwill 192,633 4,530 197,163 Total purchase price $471,667 $(5,021)$466,646 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 4. BUSINESS COMBINATIONS (Continued)Goodwill of $197.2 million arising from the acquisition is the result of several factors. EQ has an assembled workforce that serves the U.S. industrial marketutilizing state-of-the-art technology to treat a wide range of industrial and hazardous waste. The acquisition of EQ increases our geographic base providing acoast-to-coast presence and an expanded service platform to better serve key North American hazardous waste markets. In addition, the acquisition of EQprovides us with an opportunity to compete for additional waste clean-up project work; expand penetration with national accounts; improve and enhancetransportation, logistics, and service offerings with existing customers and attract new customers. $132.1 million of the goodwill recognized was allocated toreporting units in our Environmental Services segment and $65.1 million of the goodwill recognized was allocated to reporting units in our Field &Industrial Services segment. None of the goodwill recognized is expected to be deductible for income tax purposes.The preliminary fair value of identifiable intangible assets related to the acquisition of EQ by major intangible asset class and corresponding weightedaverage amortization period are as follows:The following unaudited pro forma financial information presents the combined results of operations as if EQ had been combined with us at the beginning ofeach of the periods presented. The pro forma financial information includes the accounting effects of the business combination, including the amortization ofintangible assets, depreciation of property, plant and equipment, and interest expense. The unaudited pro forma financial information is presented forinformational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at thebeginning of the periods presented, nor should it be taken as indication of our future consolidated results of operations.75$s in thousands Fair Value Weighted AverageAmortizationPeriod (Years)Customer relationships $98,400 15Permits and licenses 89,600 45Permits and licenses, nonamortizing 49,000 —Tradename 5,481 3Customer backlog 4,600 10Developed software 3,443 9Non-compete agreements 900 1Internet domain and website 869 19Database 581 15Total identifiable intangible assets $252,874 $s in thousands, except per share amounts 2014 2013 (unaudited) Pro forma combined: Revenue $615,264 $539,760 Net income $37,347 $29,606 Earnings per share Basic $1.73 $1.59 Diluted $1.72 $1.59 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 4. BUSINESS COMBINATIONS (Continued)The amounts of revenue and operating income from EQ included in the Company's consolidated statements of operations for the year ended December 31,2014 were $228.2 million and $18.5 million, respectively. Acquisition-related costs of $6.4 million are included in Selling, general and administrativeexpenses in the Company's consolidated statements of operations for the year ended December 31, 2014.Dynecol, Inc.On May 31, 2012, the Company acquired 100% of the outstanding shares of Dynecol, Inc. ("Dynecol"), a chemical and industrial byproducts treatment andreuse facility located in Detroit, Michigan. The total purchase price was $10.8 million in cash.Consideration paid for Dynecol and the fair value of assets acquired and liabilities assumed at the acquisition date was as follows:Goodwill of $1.3 million arising from the acquisition is the result of several factors. Dynecol has a talented assembled workforce of approximately 40employees principally serving the Mid-Western and Eastern United States and Ontario, Canada industrial markets for nearly 40 years. The acquisitionstrengthens our presence in key midwestern and Eastern United States and certain Canadian markets. In addition, Dynecol provides us with an opportunity towin more Event Business (as defined below) work; increase services to existing customers including national accounts; expand our transportation andlogistics services; and attract new customers. Management also believes that the acquisition produces synergies in combination with our Stablex facility. Allof the goodwill recognized was assigned to our Environmental Services segment and is expected to be deductible for income tax purposes over a fifteen-yearamortization period.The following unaudited pro forma financial information presents the combined results of operations as if Dynecol had been combined with us beginning onJanuary 1, 2011. The pro forma financial information includes the accounting impact of the business combination, including the amortization of intangibleassets, depreciation of property, plant and equipment and interest expense. The unaudited pro forma financial information is presented for informationalpurposes only and is not indicative of the results of76$s in thousands 2012 Current assets $2,214 Property and equipment 6,552 Identifiable intangible assets 1,940 Current liabilities (1,268)Total identifiable net assets 9,438 Goodwill 1,327 Total purchase price $10,765 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 4. BUSINESS COMBINATIONS (Continued)operations that would have been achieved if the acquisition had taken place at the beginning of the period presented, nor should it be taken as an indicationof our future consolidated results of operations.The amounts of revenue and operating loss from Dynecol included in the Company's consolidated statements of operations for the year ended December 31,2012 were $6.7 million and $161,000, respectively. Acquisition-related costs of $348,000 were included in Selling, general and administrative expenses inthe Company's consolidated statement of operations for the year ended December 31, 2012.NOTE 5. DISCLOSURE OF SUPPLEMENTAL CASH FLOW INFORMATIONThe Company acquired EQ on June 17, 2014 for $466.6 million. The allocation of the purchase price to the fair value of assets acquired and liabilitiesassumed was as follows:77$s in thousands, except per share amounts 2012 (unaudited) Pro forma combined: Revenue $174,639 Net income $25,513 Earnings per share Basic $1.40 Diluted $1.40 For the Year Ended December 31, $s in thousands 2014 2013 2012 Income taxes and interest paid: Income taxes paid, net of receipts $22,754 $16,226 $17,676 Interest paid 9,298 703 791 Non-cash investing and financing activities: Closure/Post-closure retirement asset 7,157 886 921 Capital expenditures in accounts payable 6,101 1,561 762 Restricted stock issuances from treasury shares 487 864 372 $s in thousands PurchasePriceAllocation Assets acquired $466,399 Liabilities assumed (196,916)Total identifiable net assets 269,483 Goodwill 197,163 Total purchase price $466,646 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 5. DISCLOSURE OF SUPPLEMENTAL CASH FLOW INFORMATION (Continued)The Company acquired Dynecol on May 31, 2012 for $10.8 million. The allocation of the purchase price to the fair value of assets acquired and liabilitiesassumed was as follows:NOTE 6. FAIR VALUE MEASUREMENTSFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants atthe measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels directly related to the amount ofsubjectivity associated with the inputs to fair value measurements, as follows:The Company's financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash and investments, accounts payable andaccrued liabilities, debt and interest rate swap agreements. The estimated fair value of cash and cash equivalents, accounts receivable, accounts payable andaccrued liabilities approximate their carrying value due to the short-term nature of these instruments.The Company estimates the fair value of its variable-rate debt using Level 2 inputs, such as interest rates, related terms and maturities of similar obligations.The fair value of the Company's debt approximated its carrying amount as of December 31, 2014.78$s in thousands PurchasePriceAllocation Assets acquired $10,706 Liabilities assumed (1,268)Total identifiable net assets 9,438 Goodwill 1,327 Total purchase price $10,765 Level 1—Quoted prices in active markets for identical assets or liabilities;Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;Level 3—Unobservable inputs in which little or no market activity exists, requiring an entity to develop its ownassumptions that market participants would use to value the asset or liability.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 6. FAIR VALUE MEASUREMENTS (Continued)The Company's assets and liabilities measured at fair value on a recurring basis at December 31, 2014 and 2013 consisted of the following: 79 2014 $s in thousands Quoted Pricesin ActiveMarkets(Level 1) OtherObservableInputs(Level 2) UnobservableInputs(Level 3) Total Assets: Fixed-income securities(1) $400 $3,590 $— $3,990 Money market funds(2) $1,739 $— $— $1,739 Total $2,139 $3,590 $— $5,729 Liabilities: Interest rate swap agreement(3) $— $3,136 $— $3,136 Total $— $3,136 $— $3,136 2013 $s in thousands Quoted Pricesin ActiveMarkets(Level 1) OtherObservableInputs(Level 2) UnobservableInputs(Level 3) Total Assets: Fixed-income securities(1) $399 $3,607 $— $4,006 Money market funds(2) $91 $— $— $91 Total $490 $3,607 $— $4,097 (1)We invest a portion of our Restricted cash and investments in fixed-income securities, including U.S. Treasury and U.S. agencysecurities. We measure the fair value of U.S. Treasury securities using quoted prices for identical assets in active markets. We measurethe fair value of U.S. agency securities using observable market activity for similar assets. The fair value of our fixed-income securitiesapproximates our cost basis in the investments. (2)We invest a portion of our Restricted cash and investments in money market funds. We measure the fair value of these money marketfund investments using quoted prices for identical assets in active markets. (3)In order to manage interest rate exposure, we entered into an interest rate swap agreement in October 2014 that effectively converts aportion of our variable-rate debt to a fixed interest rate. The swap is designated as a cash flow hedge, with gains and losses deferred inother comprehensive income to be recognized as an adjustment to interest expense in the same period that the hedged interestpayments affect earnings. The interest rate swap has an effective date of December 31, 2014 in an initial notional amount of$250.0 million. The fair value of interest rate swap agreement represents the difference in the present value of cash flows calculated atthe contracted interest rates and at current market interest rates at the end of the period. We calculate the fair value of interest rate swapagreements quarterly based on the quoted market price for the same or similar financial instruments. The fair value of the interest rateswap agreement is included in Other long-term liabilities in the Company's consolidated balance sheet as of December 31, 2014.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 7. CONCENTRATIONS AND CREDIT RISKMajor CustomersRevenue from a single customer accounted for approximately 10% of total revenue for the year ended December 31, 2014. No customer accounted for morethan 10% of total revenue for the years ended December 31, 2013 or 2012.No customer accounted for more than 10% of total trade receivables as of December 31, 2014. Receivables from a single customer accounted forapproximately 16% of total trade receivables as of December 31, 2013.Credit Risk ConcentrationWe maintain most of our cash and cash equivalents with nationally recognized financial institutions like Wells Fargo Bank, National Association ("WellsFargo") and Comerica, Inc. Substantially all balances are uninsured and are not used as collateral for other obligations. Concentrations of credit risk onaccounts receivable are believed to be limited due to the number, diversification and character of the obligors and our credit evaluation process.Labor ConcentrationsAs of December 31, 2014, 11 employees at our Richland, Washington facility were represented by the Paper, Allied-Industrial Chemical & Energy WorkersInternational Union, AFL-CIO, CLC (PACE); 104 employees at our Blainville, Québec, Canada facility were represented by the Communications, Energy andPaperworkers Union of Canada; and 296 employees of the acquired EQ workforce were represented by the Local 324 Operating Engineers Union. As ofDecember 31, 2014, our 1,401 other employees did not belong to a union.NOTE 8. RECEIVABLESReceivables as of December 31, 2014 and 2013 consisted of the following:The allowance for doubtful accounts is a provision for uncollectible accounts receivable and unbilled receivables. The allowance is evaluated and adjustedto reflect our collection history and an analysis of the accounts receivables aging. The allowance is decreased by accounts receivable as they are written off.The80$s in thousands 2014 2013 Trade $116,218 $42,055 Unbilled revenue 17,857 1,296 Other 1,890 810 Total receivables 135,965 44,161 Allowance for doubtful accounts (704) (525)Receivables, net $135,261 $43,636 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 8. RECEIVABLES (Continued)allowance is adjusted periodically to reflect actual experience. The change in the allowance during 2014, 2013 and 2012 was as follows:NOTE 9. PROPERTY AND EQUIPMENTProperty and equipment as of December 31, 2014 and 2013 consisted of the following:Depreciation and amortization expense was $24.4 million, $14.8 million and $13.9 million for the years ended December 31, 2014, 2013 and 2012,respectively.NOTE 10. GOODWILL AND INTANGIBLE ASSETSGoodwill and intangible assets as of December 31, 2014, were the result of our acquisitions of EQ in 2014, Dynecol in 2012 and Stablex in 2010.$152.1 million of the goodwill has been assigned to reporting units in our Environmental Services segment and $65.1 million of the goodwill has beenassigned to reporting units in our Field & Industrial Services segment. Changes in goodwill for the years ended December 31, 2014 and 2013 were as follows:81$s in thousands Balance atBeginning ofPeriod Charged(Credited) toCosts andExpenses Recoveries(Deductions/Write-offs) Adjustments Balance atEnd of Period Year ended December 31,2014 $525 $1,391 $(1,211)$(1)$704 Year ended December 31,2013 $468 $138 $(70)$(11)$525 Year ended December 31,2012 $311 $137 $17 $3 $468 $s in thousands 2014 2013 Cell development costs $120,878 $77,348 Land and improvements 33,002 18,073 Buildings and improvements 74,518 59,101 Railcars 17,375 17,375 Vehicles and other equipment 98,877 42,859 Construction in progress 10,831 6,784 Total property and equipment 355,481 221,540 Accumulated depreciation and amortization (127,797) (106,681)Property and equipment, net $227,684 $114,859 $s in thousands 2014 2013 Balance, beginning of year $21,693 $23,105 EQ acquisition 197,163 — Foreign currency translation (1,684) (1,412)Balance, end of year $217,172 $21,693 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 10. GOODWILL AND INTANGIBLE ASSETS (Continued)Intangible assets as of December 31, 2014 and 2013 consisted of the following:At December 31, 2014, the net carrying amounts of goodwill and intangible assets include preliminary estimates of $197.2 million and $252.9 million,respectively, as a result of our acquisition of EQ.Amortization expense of amortizing intangible assets was $8.2 million, $1.5 million and $1.5 million for the years ended December 31, 2014, 2013 and2012, respectively. Future amortization expense of amortizing intangible assets is expected to be as follows:NOTE 11. EMPLOYEE BENEFIT PLANSDefined Contribution PlansWe maintain the US Ecology, Inc., 401(k) Savings and Retirement Plan ("the Plan") for employees who voluntarily contribute a portion of theircompensation, thereby deferring income for federal income tax purposes. The Plan covers substantially all of our employees in the United States. Participantsmay contribute a percentage of salary up to the IRS limitations. The Company contributes a matching82 2014 2013 $s in thousands Cost AccumulatedAmortization Net Cost AccumulatedAmortization Net Amortizingintangibleassets: Permits,licenses andlease $113,693 $(4,427)$109,266 $26,264 $(2,536)$23,728 Customerrelationships 103,086 (4,488) 98,598 5,005 (731) 4,274 Technology—formulaeandprocesses 7,844 (1,009) 6,835 8,551 (826) 7,725 Customerbacklog 4,600 (246) 4,354 — — — Tradename 5,481 (979) 4,502 — — — Developedsoftware 3,745 (428) 3,317 329 (185) 144 Non-competeagreements 920 (462) 458 20 (20) — Internetdomain andwebsite 869 (24) 845 — — — Database 667 (72) 595 94 (43) 51 Totalamortizingintangibleassets 240,905 (12,135) 228,770 40,263 (4,341) 35,922 Nonamortizingintangibleassets: Permits andlicenses 49,750 — 49,750 750 — 750 Tradename 147 — 147 160 — 160 Total intangibleassets $290,802 $(12,135)$278,667 $41,173 $(4,341)$36,832 $s in thousands ExpectedAmortization 2015 $13,226 2016 12,545 2017 11,562 2018 10,689 2019 10,689 Thereafter 170,059 $228,770 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 11. EMPLOYEE BENEFIT PLANS (Continued)contribution equal to 55% of participant contributions up to 6% of compensation. The Company contributed matching contributions to the Plan of$521,000, $436,000 and $364,000 in 2014, 2013 and 2012, respectively.During 2014, EQ sponsored a defined contribution 401(k) plan for its nonunion employees. The plan allowed all eligible employees to make elective pretaxcontributions in an amount not to exceed limits established by the Internal Revenue Service. Additionally, EQ made matching contributions to the plan onbehalf of the employee in the amount of 50% of the employee's elected contributions, not to exceed 3% of the employee's compensation. The Companycontributed matching contributions to this plan of $649,000, for the post-acquisition period from June 17, 2014 through December 31, 2014. EffectiveJanuary 1, 2015, the EQ defined contribution 401(k) plan was discontinued and all eligible employees were transitioned to the US Ecology, Inc., 401(k)Savings and Retirement Plan.We also maintain the Stablex Canada Inc. Simplified Pension Plan ("the SPP"). This defined contribution plan covers substantially all of our employees at ourBlainville, Québec facility in Canada. Participants receive a company contribution equal to 5% of their annual salary. The Company contributed $510,000,$415,000 and $365,000 to the SPP in 2014, 2013 and 2012, respectively.Multi-Employer Defined Benefit Pension PlansCertain of the Company's wholly-owned subsidiaries acquired in connection with the acquisition of EQ on June 17, 2014 participate in seven multi-employerdefined benefit pension plans under the terms of collective bargaining agreements covering most of the subsidiaries' union employees. Contributions aredetermined in accordance with the provisions of negotiated labor contracts and are generally based on stipulated rates per hours worked. Benefits under theseplans are generally based on compensation levels and years of service.The financial risks of participating in multi-employer plans are different from single employer defined benefit pension plans in the following respects:•Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. •If a participating employer discontinues contributions to a plan, the unfunded obligations of the plan may be borne by the remaining participatingemployers. •If a participating employer chooses to stop participating in a plan, a withdrawal liability may be created based on the unfunded vested benefits for allemployees in the plan.Information regarding significant multi-employer pension benefit plans in which the Company participates is shown in the following table:83 PensionProtection ActCertifiedZone Status Plan EmployerID Number PlanNumberName of Plan 2014 2013Operating Engineers Local 324 Pension Fund 38-1900637 001 Red RedSource: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 11. EMPLOYEE BENEFIT PLANS (Continued)During the post-acquisition period from June 17, 2014 to December 31, 2014, the Company contributed $530,000 to the Operating Engineers Local 324Pension Fund and $407,000 to other multi-employer plans not individually significant.Based on information as of April 30, 2014 and 2013, the year end of the Operating Engineers Local 324 Pension Fund (the "Local 324 Plan"), the Company'scontributions made to the Local 324 Plan represented less than 5% of total contributions received by the Local 324 Plan during the 2014 and 2013 planyears.The certified zone status in the table above is defined by the Department of Labor and the Pension Protection Act of 2006 and represents the level at whichthe plan is funded. Plans in the red zone are less than 65% funded; plans in the yellow zone are less than 80% funded; and plans in the green zone are at least80% funded. The certified zone status is as of the Local 324 Plan's year end of April 30, 2014 and 2013.A financial improvement or rehabilitation plan, as defined under ERISA, was adopted by the Local 324 Plan on March 17, 2011 and the RehabilitationPeriod began May 1, 2013.As of December 31, 2014, 296 employees were employed under union collective bargaining agreements with the Local 324 Operating Engineers union. OnSeptember 30, 2014, a collective bargaining agreement covering 113 employees at the Taylor, MI facility expired without being renewed, although renewalnegotiations are ongoing. The remaining collective bargaining agreements expire on November 30, 2015, and April 30, 2017.NOTE 12. CLOSURE AND POST-CLOSURE OBLIGATIONSOur accrued closure and post-closure liability represents the expected future costs, including corrective actions, associated with closure and post-closure ofour operating and non-operating disposal facilities. Liabilities are recorded when work is probable and the costs can be reasonably estimated. We performperiodic reviews of both non-operating and operating facilities and revise accruals for estimated closure and post-closure, remediation or other costs asnecessary. Recorded liabilities are based on our best estimates of current costs and are updated periodically to include the effects of existing technology,presently enacted laws and regulations, inflation and other economic factors.We do not presently bear significant financial responsibility for closure and/or post-closure care of the disposal facilities located on state-owned land at ourBeatty, Nevada site; Provincial-owned land in Blainville, Québec; or state-leased federal land on the Department of Energy Hanford Reservation nearRichland, Washington. The States of Nevada and Washington and the Provence of Québec collect fees from us based on the waste received on a quarterly orannual basis. Such fees are deposited in dedicated, government-controlled funds to cover the future costs of closure and post-closure care and maintenance.Such fees are periodically reviewed for adequacy by the governmental authorities. We also maintain a surety bond for closure costs associated with theStablex facility. Our lease agreement with the Province of Québec requires that the surety bond be maintained for 25 years after the lease expires. AtDecember 31, 2014 we had $779,000 in commercial surety bonds dedicated for closure obligations.In accounting for our asset retirement obligations we recognize a liability as part of the fair value of future asset retirement obligations and an associated assetas part of the carrying amount of the underlying asset. This obligation is valued based on our best estimates of current costs and current estimated closure costtaking into account current technology, material and service costs, laws and regulations. These cost84Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 12. CLOSURE AND POST-CLOSURE OBLIGATIONS (Continued)estimates are increased by an estimated inflation rate, estimated to be 2.6% at December 31, 2014. Inflated current costs are then discounted using our credit-adjusted risk-free interest rate, which approximates our incremental borrowing rate, in effect at the time the obligation is established or when there are upwardrevisions to our estimated closure and post-closure costs. Our weighted-average credit-adjusted risk-free interest rate at December 31, 2014 approximated5.9%. We perform periodic reviews of both non-operating and operating sites and revise the accruals as necessary.Changes to reported closure and post-closure obligations for the years ended December 31, 2014 and 2013, were as follows:The adjustment to the obligation is a change in the expected timing or amount of cash expenditures based upon actual and estimated cash expenditures. Theadjustments in 2014 were: (1) a $7.2 million increase to the obligation for our Grand View, Idaho; Robstown, Texas; and Blainville, Québec, Canadaoperating facilities, primarily due to increases in our estimated closure costs for newly constructed disposal cells, partially offset by (2) a $77,000 decrease inobligations for our non-operating facilities due to changes in estimated post-closure costs. The adjustments in 2013 were: (1) an $848,000 increase to theobligation for our Grand View, Idaho; Robstown, Texas; and Blainville, Québec, Canada operating facilities, primarily due to increases in our estimatedclosure costs for newly constructed disposal cells, partially offset by (2) an $88,000 decrease in obligations for our non-operating facilities due to changes inestimated post-closure costs.Changes in the reported closure and post-closure asset, recorded as a component of Property and equipment, net, in the consolidated balance sheet, for theyears ended December 31, 2014 and 2013 were as follows:85$s in thousands 2014 2013 Closure and post-closure obligations, beginning of year $17,468 $17,362 Liabilities assumed in EQ acquisition 47,190 — Accretion expense 2,656 1,241 Payments (1,443) (1,715)Adjustments 7,157 760 Foreign currency translation (158) (180)Closure and post-closure obligations, end of year 72,870 17,468 Less current portion (5,359) (949)Long-term portion $67,511 $16,519 $s in thousands 2014 2013 Net closure and post-closure asset, beginning of year $1,832 $1,629 Asset acquired in EQ acquisition 16,555 — Additions or adjustments to closure and post-closure asset 7,157 886 Amortization of closure and post-closure asset (683) (552)Foreign currency translation (210) (131)Net closure and post-closure asset, end of year $24,651 $1,832 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 13. DEBTLong-term debt consisted of the following:Future maturities of long-term debt, excluding the net discount, as of December 31, 2014 consist of the following:On June 17, 2014, in connection with the acquisition of EQ, the Company entered into a new $540.0 million senior secured credit agreement (the "CreditAgreement") with a syndicate of banks comprised of a $415.0 million term loan (the "Term Loan") with a maturity date of June 17, 2021 and a $125.0 millionrevolving line of credit (the "Revolving Credit Facility") with a maturity date of June 17, 2019. Upon entering into the Credit Agreement, the Companyterminated its existing credit agreement with Wells Fargo, dated October, 29, 2010, as amended (the "Former Agreement"). Immediately prior to thetermination of the Former Agreement, there were no outstanding borrowings under the Former Agreement. No early termination penalties were incurred as aresult of the termination of the Former Agreement.Term LoanThe Term Loan provides an initial commitment amount of $415.0 million, the proceeds of which were used to acquire 100% of the outstanding shares of EQand pay related transaction fees and expenses. The Term Loan bears interest at a base rate (as defined in the Credit Agreement) plus 2.00% or LIBOR plus3.00%, at the Company's option. The Term Loan is subject to amortization in equal quarterly installments in an aggregate annual amount equal to 1.00% ofthe original principal amount of the Term Loan. At December 31, 2014, the effective interest rate on the Term Loan was 3.75%. Interest only payments aredue either monthly or on the last day of any interest period, as applicable. As set forth in the Credit Agreement, the Company is required to enter into one ormore interest rate hedge agreements in amounts sufficient to fix the interest rate on at least 50% of the principal amount of the $415.0 million Term Loan. InOctober 2014, the Company entered into an interest rate swap agreement with Wells Fargo, effectively86$s in thousands December 31,2014 December 31,2013 Term loan $395,616 $— Net discount on term loan $(963) — Total debt 394,653 — Current portion of long-term debt (3,828) — Long-term debt $390,825 $— $s in thousands Maturities 2015 $3,976 2016 3,976 2017 3,976 2018 3,976 2019 3,976 Thereafter 375,736 $395,616 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 13. DEBT (Continued)fixing the interest rate on $250.0 million, or 63%, of the Term Loan principal outstanding as of December 31, 2014.Revolving Credit FacilityThe Revolving Credit Facility provides up to $125.0 million of revolving credit loans or letters of credit with the use of proceeds restricted solely forworking capital and other general corporate purposes. Under the Revolving Credit Facility, revolving loans are available based on a base rate (as defined inthe Credit Agreement) or LIBOR, at the Company's option, plus an applicable margin which is determined according to a pricing grid under which theinterest rate decreases or increases based on our ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"). TheCompany is required to pay a commitment fee of 0.50% per annum on the unused portion of the Revolving Credit Facility, with such commitment fee to bereduced based upon the Company's total leverage ratio as defined in the Credit Agreement. The maximum letter of credit capacity under the new revolvingcredit facility is $50.0 million and the Credit Agreement provides for a letter of credit fee equal to the applicable margin for LIBOR loans under theRevolving Credit Facility. Interest only payments are due either monthly or on the last day of any interest period, as applicable. At December 31, 2014, therewere no borrowings outstanding on the Revolving Credit Facility. The availability under the Revolving Credit Facility was $89.1 million with $35.9 millionof the Revolving Credit Facility issued in the form of standby letters of credit utilized as collateral for closure and post-closure financial assurance and otherassurance obligations.Except as set forth below, the Company may prepay the Term Loan or permanently reduce the Revolving Credit Facility commitment under the CreditAgreement at any time without premium or penalty (other than customary "breakage" costs with respect to the early termination of LIBOR loans). On or priorto six months after the closing of the Credit Agreement, if we prepay the initial term loans or amend the pricing terms of the initial term loans, in each case inconnection with a reduction of the effective yield, we are required to pay a 1% prepayment premium (unless in connection with a change of control, sale orpermitted acquisition). Subject to certain exceptions, the Credit Agreement provides for mandatory prepayment upon certain asset dispositions, casualtyevents and issuances of indebtedness. The Credit Agreement is also subject to mandatory annual prepayments commencing in December 2015 if our totalleverage (defined as the ratio of our consolidated funded debt as of the last day of the applicable fiscal year to our adjusted EBITDA for such period) exceedscertain ratios as follows: 50% of our adjusted excess cash flow (as defined in the Credit Agreement and which takes into account certain adjustments) if ourtotal leverage ratio is greater than 2.50 to 1.00, with step-downs to 0% if our total leverage ratio is equal to or less than 2.50 to 1.00.Pursuant to (i) an unconditional guarantee agreement (the "Guarantee") and (ii) a collateral agreement (the "Collateral Agreement"), each entered into by theCompany and its domestic subsidiaries on June 17, 2014, the Company's obligations under the Credit Agreement are jointly and severally and fully andunconditionally guaranteed on a senior basis by all of the Company's existing and certain future domestic subsidiaries and the Credit Agreement is securedby substantially all of the Company's and its domestic subsidiaries' assets except the Company's and its domestic subsidiaries' real property.87Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 13. DEBT (Continued)The Credit Agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting theability of the Company to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock andcreate certain liens. We may only declare quarterly or annual dividends if on the date of declaration, no event of default has occurred and no other event orcondition has occurred that would constitute default due to the payment of the dividend.The Credit Agreement also contains a financial maintenance covenant, which is a maximum Consolidated Senior Secured Leverage Ratio, as defined in theCredit Agreement, and is only applicable to the Revolving Credit Facility. Our Consolidated Senior Secured Leverage Ratio as of the last day of any fiscalquarter, commencing with June 30, 2014, may not exceed the ratios indicated below:At December 31, 2014, we were in compliance with all of the financial covenants in the Credit Agreement.NOTE 14. INCOME TAXESThe components of the income tax expense consisted of the following:88Fiscal Quarters Ending Maximum Ratio June 30, 2014 through September 30, 2015 4.00 to 1.00 December 31, 2015 through September 30, 2016 3.75 to 1.00 December 31, 2016 through September 30, 2017 3.50 to 1.00 December 31, 2017 through September 30, 2018 3.25 to 1.00 December 31, 2018 and thereafter 3.00 to 1.00 $s in thousands 2014 2013 2012 Current: U.S. Federal $13,767 $14,769 $13,989 State 2,492 2,241 1,905 Foreign 4,521 3,623 873 Total current 20,780 20,633 16,767 Deferred: U.S. Federal 2,721 (2,068) (270)State (155) (218) 79 Foreign (532) (351) (517)Total deferred 2,034 (2,637) (708)Income tax expense $22,814 $17,996 $16,059 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 14. INCOME TAXES (Continued)A reconciliation between the effective income tax rate and the applicable statutory federal and state income tax rate is as follows:The components of the total net deferred tax assets and liabilities as of December 31, 2014 and 2013 consisted of the following:U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that isindefinitely reinvested outside the United States. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of thesubsidiary. The amount of such temporary differences totaled $18.8 million as of December 31, 2014. Determination of the amount of any unrecognizeddeferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation.As of December 31, 2014, we have federal net operating loss carry forwards ("NOLs") of approximately $1.3 million. The NOLs relate to losses incurred by EQprior to our acquisition of EQ on June 17, 2014 and expire in 2034. U.S. income tax law limits the amount of losses that we can use on an annual basis. Webelieve it is more likely than not the entire federal NOL will be utilized.89 2014 2013 2012 Taxes computed at statutory rate 35.0% 35.0% 35.0%State income taxes (net of federal income tax benefit) 2.7 2.7 3.3 Non-deductible transaction costs 1.5 — — Foreign rate differential (2.0) (2.0) (0.3)Other 0.2 0.2 0.5 37.4% 35.9% 38.5%$s in thousands 2014 2013 Deferred tax assets: Net operating loss and foreign tax credit carry forwards $3,195 $6,270 Accruals, allowances and other 4,432 1,708 Environmental compliance and other site related costs 10,305 554 Unrealized foreign exchange gains and losses 1,180 636 Unrealized gains and losses on interest rate hedge 1,098 — Total deferred tax assets 20,210 9,168 Less: valuation allowance (2,718) (6,253)Net deferred tax assets 17,492 2,915 Deferred tax liabilities: Property and equipment (110,652) (6,752)Intangible assets (8,305) (9,425)Other (1,623) (176)Total deferred tax liabilities (120,580) (16,353)Net deferred tax liability $(103,088)$(13,438)Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 14. INCOME TAXES (Continued)We have historically recorded a valuation allowance for certain deferred tax assets due to uncertainties regarding future operating results and limitations onutilization of state NOLs for tax purposes. State NOLs expire between 2015 and 2021. Our gross state NOLs were decreased as a result of changes in variousstate laws impacting how NOLs are determined, which had no impact to our annual effective tax rate since these NOLs were entirely offset by the valuationallowance. The realization of a significant portion of net deferred tax assets is based in part on our estimates of the timing of reversals of certain temporarydifferences and on the generation of taxable income before such reversals. At December 31, 2014 and 2013, we continued to maintain a valuation allowancefor approximately $1.0 million and $6.3 million, respectively, for state tax benefits that are not expected to be utilizable prior to expiration.As of December 31, 2014, we have foreign tax credit carry forwards of approximately $1.7 million that expire in 2024. We believe it is not more likely thannot the foreign tax credit carry forward will be utilized and therefore maintain a valuation allowance on the entire balance.The domestic and foreign components of Income (loss) before income taxes consisted of the following:The changes to unrecognized tax benefits (excluding related penalties and interest) consisted of the following:Due to the expiration of certain statutes of limitations, during 2014 we reduced our unrecognized tax benefits by $480,000, including accrued interest, whichhad a favorable impact on our effective tax rate for the year.We file a consolidated U.S. federal income tax return with the Internal Revenue Service ("IRS") as well as income tax returns in various states and Canada. Wemay be subject to examination by the IRS for tax years 2011 through 2014. Additionally, we may be subject to examinations by the Canada RevenueAgency as well as various state and local taxing jurisdictions for tax years 2010 through 2014. We are currently not aware of any examinations by taxingauthorities.90$s in thousands 2014 2013 2012 Domestic 46,017 37,958 40,425 Foreign 15,033 12,189 1,293 Income before income taxes $61,050 $50,147 $41,718 $s in thousands 2014 2013 2012 Unrecognized tax benefits, beginning of year $438 $438 $438 Gross increases in tax positions in prior periods — — — Gross increases during the current period — — — Settlements — — — Lapse of statute of limitations (438) — — Unrecognized tax benefits, end of year $— $438 $438 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 15. COMMITMENTS AND CONTINGENCIESLitigation and Regulatory ProceedingsIn the ordinary course of business, we are involved in judicial and administrative proceedings involving federal, state, provincial or local governmentalauthorities, including regulatory agencies that oversee and enforce compliance with permits. Fines or penalties may be assessed by our regulators for non-compliance. Actions may also be brought by individuals or groups in connection with permitting of planned facilities, modification or alleged violations ofexisting permits, or alleged damages suffered from exposure to hazardous substances purportedly released from our operated sites, as well as other litigation.We maintain insurance intended to cover property and damage claims asserted as a result of our operations. Periodically, management reviews and mayestablish reserves for legal and administrative matters, or other fees expected to be incurred in relation to these matters.In 2012, we settled allegations by the United States Environment Protection Agency ("U.S. EPA") that the thermal recycling operation at our Robstown,Texas facility did not comply with certain rules and regulations of the Resource Conservation and Recovery Act of 1976 ("RCRA"). As part of the settlement,we agreed to pay a civil penalty and to submit an application to the State of Texas for a RCRA Subpart X permit. The Company and the thermal recyclingunit's owner-operator also agreed to a set of interim operating conditions that allow the facility to continue providing recycling services to customers untilthe RCRA Subpart X permit is issued.In connection with this matter, in June 2013 the U.S. EPA asserted various related technical compliance and permitting violations of the Clean Air Act of1970. Negotiations on the terms of a proposed settlement are ongoing with the U.S. EPA. We recognized a charge of $238,000 during 2013 in Selling,general and administrative expenses in the Consolidated Statement of Operations related to the enforcement matter. In July 2014, based on furthernegotiations with the U.S. EPA, our estimated liability was reduced to $138,000 and, accordingly, we recognized a credit of $100,000 during 2014 in Selling,general and administrative expenses in the Consolidated Statement of Operations. The matter was settled in January 2015 for $138,000.Other than as disclosed above, we are not currently a party to any material pending legal proceedings and are not aware of any other claims that could,individually or in the aggregate, have a materially adverse effect on our financial position, results of operations or cash flows.Operating LeasesLease agreements primarily cover railcars, the disposal site at our Stablex facility and corporate office space. Future minimum lease payments on non-cancellable operating leases as of December 31, 2014 are as follows:91$s in thousands Payments 2015 $5,658 2016 4,814 2017 3,868 2018 2,347 2019 948 Thereafter 62 $17,697 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 15. COMMITMENTS AND CONTINGENCIES (Continued)Rental expense under operating leases was $3.9 million, $685,000 and $495,000 for the years ended December 31, 2014, 2013 and 2012, respectively.NOTE 16. EQUITYPublic Common Stock OfferingIn December 2013, we sold and issued 2,990,000 shares of our common stock, including 390,000 shares pursuant to the underwriters' option to purchaseadditional shares, at a price of $34.00 per share. We received net proceeds of $96.4 million after deducting underwriting discounts, commissions and offeringexpenses. $30.0 million of the net proceeds were used to repay amounts outstanding under the Credit Agreement.Stock Option PlansWe have options outstanding under two stock option plans, the 1992 Stock Option Plan for Employees ("1992 Employee Plan") and the 2008 Stock OptionIncentive Plan ("2008 Stock Option Plan"). In April 2013, the 1992 Employee Plan expired and was cancelled except for options then outstanding. Theseplans were developed to provide additional incentives through equity ownership in US Ecology and, as a result, encourage employees and directors tocontribute to our success. Stock options expire ten years from the date of grant and vest over a period ranging from one to three years from the date of grant.Vesting requirements for non-employee directors are contingent on attending a minimum of 75% of regularly scheduled board meetings during the year.1,500,000 stock options have been authorized for grant under the 2008 Stock Option Plan, with 827,000 options available for future grant as of December 31,2014. Upon the exercise of stock options, common stock is issued from treasury stock or, when depleted, from new stock issuances.A summary of our stock option plan activity is as follows:The weighted average grant date fair value of all stock options granted during 2014, 2013 and 2012 was $9.78, $5.06 and $4.03 per share, respectively. Thetotal intrinsic value of stock options exercised during 2014, 2013 and 2012 was $3.5 million, $2.4 million and $497,000, respectively.The fair value of each stock option is estimated as of the date of grant using the Black-Scholes option-pricing model. Expected volatility is estimated basedon an average of actual historical volatility and implied volatility corresponding to the stock option's estimated expected term. We believe this approach to92$s in thousands, except per share amounts Shares WeightedAverageExercisePrice AggregateIntrinsicValue WeightedAverageRemainingContractualTerm (Years) Outstanding as of December 31, 2013 393,776 $22.52 Granted 78,575 42.03 Exercised (121,060) 21.27 Cancelled, expired or forfeited (34,513) 21.77 Outstanding as of December 31, 2014 316,778 $27.92 $3,866 7.9 Exercisable as of December 31, 2014 85,507 $19.82 $1,736 5.9 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 16. EQUITY (Continued)determine volatility is representative of future stock volatility. The expected term of a stock option is estimated based on analysis of stock options alreadyexercised and foreseeable trends or changes in behavior. The risk-free interest rates are based on the U.S. Treasury securities maturities as of each applicablegrant date. The dividend yield is based on analysis of actual historical dividend yield.The significant weighted-average assumptions relating to the valuation of each option grant are as follows:Restricted Stock PlansWe have two restricted stock plans: the Amended and Restated 2005 Non-Employee Director Compensation Plan (the "Director Plan") and the 2006Restricted Stock Plan (the "Employee Plan"). The Director Plan provides that each non-employee director receive an annual award of either the number ofshares of restricted stock or options to purchase US Ecology common stock (at each Director's election) with a value equal to $75,000 on the date of grantwith a one-year vesting period. Vesting is also contingent on the non-employee director attending a minimum of 75% of regularly scheduled board meetingsand 75% of the meetings of each committee of which the Non-Employee Directors is a member during the year. 200,000 shares of common stock have beenauthorized for grant under the Director Plan. During 2014, 8,200 shares were granted to non-employee directors. As of December 31, 2014, 59,000 sharesremained available for grant under the Director Plan. The Employee Plan provides that employees are eligible for restricted stock grants at the discretion ofthe Board of Directors. Generally, awards granted under the Employee Plan vest annually over a three-year period. 200,000 shares of common stock havebeen authorized for grant under the Employee Plan. During 2014, 19,550 shares were granted to employees. As of December 31, 2014, 55,669 sharesremained available for future grant under the Employee Plan. Upon the vesting of restricted stock awards, common stock is issued from treasury stock or,when depleted, from new stock issuances.A summary of our restricted stock plan activity is as follows:The total fair value of restricted stock vested during 2014, 2013 and 2012 was $975,000, $299,000 and $413,000, respectively.93 2014 2013 2012Expected life 3.6 years 3.3 years 3.3 yearsExpected volatility 36% 36% 39%Risk-free interest rate 0.8% 0.4% 0.4%Expected dividend yield 2.0% 3.4% 4.1% Shares WeightedAverageGrant DateFair Value Outstanding as of December 31, 2013 51,600 $25.89 Granted 27,750 43.81 Vested (23,208) 26.28 Cancelled, expired or forfeited (3,157) 28.98 Outstanding as of December 31, 2014 52,985 $34.92 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 16. EQUITY (Continued)Share-Based Compensation ExpenseAll share-based compensation is measured at the grant date based on the fair value of the award, and is recognized as an expense in earnings over the requisiteservice period. The components of pre-tax share-based compensation expense (included in Selling, general and administrative expenses in the ConsolidatedStatements of Earnings) and related tax benefits were as follows:Unrecognized Share-Based Compensation ExpenseAs of December 31, 2014, there was $2.4 million of unrecognized compensation expense related to unvested share-based awards granted under our share-based award plans. The expense is expected to be recognized over a weighted average remaining vesting period of approximately two years.NOTE 17. EARNINGS PER SHARE94$s in thousands 2014 2013 2012 Share-based compensation from: Stock options $442 $346 $397 Restricted stock 808 519 449 Total share-based compensation 1,250 865 846 Income tax benefit (467) (310) (326)Share-based compensation, net of tax $783 $555 $520 2014 2013 2012 $s and shares in thousands, except per shareamounts Basic Diluted Basic Diluted Basic Diluted Net income $38,236 $38,236 $32,151 $32,151 $25,659 $25,659 Weighted average basic sharesoutstanding 21,537 21,537 18,592 18,592 18,238 18,238 Dilutive effect of stock options andrestricted stock 118 84 43 Weighted average diluted sharesoutstanding 21,655 18,676 18,281 Earnings per share $1.78 $1.77 $1.73 $1.72 $1.41 $1.40 Anti-dilutive shares excluded fromcalculation 58 156 266 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 18. SEGMENT REPORTINGFinancial Information by SegmentSubsequent to our acquisition of EQ on June 17, 2014, we made changes to the manner in which we manage our business, make operating decisions andassess our performance. Under our new structure our operations are managed in two reportable segments reflecting our internal reporting structure and natureof services offered as follows:Environmental Services—This segment includes all of the legacy US Ecology operations and the legacy EQ treatment and disposal facilities. Itprovides a broad range of hazardous material management services including transportation, recycling, treatment and disposal of hazardous and non-hazardous waste at Company-owned landfill, wastewater and other treatment facilities.Field & Industrial Services—This segment includes all of the field and industrial service business of the legacy EQ operation. It provides packagingand collection of hazardous waste and total waste management solutions at customer sites and through our 10-day transfer facilities. Services includeon-site management, waste characterization, transportation and disposal of non-hazardous and hazardous waste. This segment also provides specialtyservices such as high-pressure and chemical cleaning, centrifuge and materials processing, tank cleaning, decontamination, remediation,transportation, spill cleanup and emergency response and other services to commercial and industrial facilities and to government entities.Prior to the acquisition of EQ, our operations were managed in two reportable segments: Operating Disposal Facilities and Non-Operating Disposal Facilities.The Operating Disposal Facility segment represented disposal facilities accepting hazardous and radioactive waste while the Non-Operating Disposal Facilitysegment represented facilities not accepting hazardous and/or radioactive waste or formerly proposed new facilities. All operations of both the formerOperating Disposal Facilities and the Non-Operating Disposal Facilities segment are now included in the Environmental Services segment. None of theCompany's operations prior to the acquisition of EQ have been assigned to the Field & Industrial Services segment.The operations not managed through our two reportable segments are recorded as "Corporate." Corporate selling, general and administrative expensesinclude typical corporate items such as legal, accounting and other items of a general corporate nature. Income taxes are assigned to Corporate, but all otheritems are included in the segment where they originated. Inter-company transactions have been eliminated from the segment information and are notsignificant between segments.95Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 18. SEGMENT REPORTING (Continued)Summarized financial information of our reportable segments for the years ended December 31, 2014, 2013 and 2012 is as follows: The primary financial measure used by management to assess segment performance is Adjusted EBITDA. Adjusted EBITDA is defined as net income beforenet interest expense, income tax expense, depreciation, amortization, stock based compensation, accretion of closure and post-closure liabilities, foreigncurrency96 2014 $s in thousands EnvironmentalServices Field &IndustrialServices Corporate Total Revenue by Service Offering: Treatment & Disposal $256,580 $— $— $256,580 Services 63,987 137,279 — 201,266 Intersegment (8,789) (1,646) — (10,435)Total Revenue $311,778 $135,633 $— $447,411 Depreciation , amortization and accretion $28,211 $6,762 $303 $35,276 Capital expenditures $20,128 $7,398 $908 $28,434 Total assets $622,385 $215,517 $81,953 $919,855 2013 $s in thousands EnvironmentalServices Field &IndustrialServices Corporate Total Revenue by Service Offering: Treatment & Disposal $165,109 $— $— $165,109 Services 36,017 — — 36,017 Intersegment — — — — Total Revenue $201,126 $— $— $201,126 Depreciation , amortization and accretion $17,478 $— $39 $17,517 Capital expenditures $20,989 $— $384 $21,373 Total assets $222,128 $— $78,428 $300,556 2012 $s in thousands EnvironmentalServices Field &IndustrialServices Corporate Total Revenue by Service Offering: Treatment & Disposal $145,707 $— $— $145,707 Services 23,431 — — 23,431 Intersegment — — — — Total Revenue $169,138 $— $— $169,138 Depreciation , amortization and accretion $16,710 $— $42 $16,752 Capital expenditures $15,724 $— $42 $15,766 Total assets $211,077 $— $7,617 $218,694 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 18. SEGMENT REPORTING (Continued)gain/loss and other income/expense, which are not considered part of usual business operations. Adjusted EBITDA is a complement to results provided inaccordance with accounting principles generally accepted in the United States ("GAAP") and we believe that such information provides additional usefulinformation to analysts, stockholders and other users to understand the Company's operating performance. Since Adjusted EBITDA is not a measurementdetermined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to othersimilarly titled measures of other companies. Items excluded from Adjusted EBITDA are significant components in understanding and assessing our financialperformance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, cash flows generated by operations,investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance orliquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or a substitute for analyzing our results as reportedunder GAAP. Some of the limitations are:•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; •Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt; •Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes; •Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; and •Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced inthe future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.97Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 18. SEGMENT REPORTING (Continued)A reconciliation of Adjusted EBITDA to Net Income for the years ended December 31, 2014, 2013 and 2012 is as follows:Revenue and Long-Lived Assets Outside of the United StatesWe provide services in the United States and Canada. Revenues by geographic location where the underlying services were performed for the years endedDecember 31, 2014, 2013 and 2012 were as follows:Long-lived assets, comprised of property and equipment and intangible assets net of accumulated depreciation and amortization, by geographic location asof December 31, 2014 and 2013 are as follows:98$s in thousands 2014 2013 2012 Adjusted EBITDA: Environmental Services $115,214 $84,547 $71,556 Field & Industrial Services 16,572 — — Corporate (22,810) (13,361) (13,204)Total 108,976 71,186 58,352 Reconciliation to Net income: Income tax expense (22,814) (17,996) (16,059)Interest expense (10,677) (828) (878)Interest income 107 19 17 Foreign currency gain (loss) (1,499) (2,327) 1,213 Other income 669 352 728 Depreciation and amortization of plant and equipment (24,413) (14,815) (13,916)Amortization of intangibles (8,207) (1,461) (1,469)Stock-based compensation (1,250) (865) (846)Accretion and non-cash adjustment of closure & post-closure liabilities (2,656) (1,114) (1,483)Net income $38,236 $32,151 $25,659 $s in thousands 2014 2013 2012 United States $388,084 $147,128 $130,889 Canada 59,327 53,998 38,249 $447,411 $201,126 $169,138 $s in thousands 2014 2013 United States $446,412 $86,175 Canada 59,939 65,516 $506,351 $151,691 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of ContentsUS ECOLOGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 19. QUARTERLY FINANCIAL DATA (unaudited)The unaudited consolidated quarterly results of operations for 2014 and 2013 were as follows:NOTE 20. SUBSEQUENT EVENTOn January 7, 2015 the Company declared a dividend of $0.18 per common share for stockholders of record on January 23, 2015. The dividend was paidfrom cash on hand on January 30, 2015 in an aggregate amount of $3.9 million.99 Three-Months Ended $s and shares in thousands, except per share amounts Mar. 31, June 30, Sept. 30, Dec. 31, Year 2014 Revenue $53,354 $66,024 $170,859 $157,174 $447,411 Gross profit 22,120 25,247 52,206 46,213 145,786 Operating income 15,484 11,022 26,796 19,148 72,450 Net income 9,361 6,865 13,333 8,677 38,236 Earnings per share—diluted(1) $0.43 $0.32 $0.61 $0.40 $1.77 Weighted average common shares outstanding used in thediluted earnings per share calculation 21,586 21,667 21,680 21,673 21,655 Dividends paid per share $0.18 $0.18 $0.18 $0.18 $0.72 2013 Revenue $42,899 $45,777 $53,090 $59,360 $201,126 Gross profit 15,382 18,928 21,620 23,056 78,986 Operating income 9,656 12,409 15,512 15,354 52,931 Net income 5,406 7,210 10,328 9,207 32,151 Earnings per share—diluted(1) $0.29 $0.39 $0.56 $0.48 $1.72 Weighted average common shares outstanding used in thediluted earnings per share calculation 18,407 18,483 18,533 19,281 18,676 Dividends paid per share $— $0.18 $0.18 $0.18 $0.54 (1)Diluted earnings per common share for each quarter presented above are based on the respective weighted average number of commonshares for the respective quarter. The dilutive potential common shares outstanding for each period and the sum of the quarters maynot necessarily be equal to the full year diluted earnings per common share amount.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None ITEM 9A. CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of the Company's management, including both the Chief Executive Officerand Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures, as such term is defined under Rule 13a-15e under theSecurities Exchange Act of 1934, as amended (the "Exchange Act") as of December 31, 2014. Based on that evaluation, the Company's management,including the Chief Executive and Chief Financial Officer, concluded that the Company's disclosure controls and procedures are effective to providereasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded,processed, summarized and reported as specified in SEC rules and forms and that such information is accumulated and communicated to the Company'smanagement, including the Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timelydecisions regarding required disclosure.There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation of such controls that occurredduring the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control overfinancial reporting.Management's Annual Report on Internal Controls over Financial Reporting.Management is responsible for and maintains a system of internal controls over financial reporting that is designed to provide reasonable assurance that itsrecords and filings accurately reflect the transactions engaged in Section 404 of Sarbanes-Oxley Act of 2002 and related rules issued by the SEC requiringmanagement to issue a report on its internal controls over financial reporting.There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding ofcontrols. Accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation. Further, becauseof changes in conditions, the effectiveness of internal controls may vary over time.Management has conducted an assessment of its internal controls over financial reporting as of December 31, 2014 based on criteria established in InternalControl—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. Based on thisassessment, management concluded that our internal controls over financial reporting, excluding EQ Holdings, Inc., were effective to provide reasonableassurance regarding the reliability of financial reporting. Under guidelines established by the SEC, companies are permitted to exclude certain acquisitionsfrom their first assessment of internal control over financial reporting following the date of an acquisition. Based on those guidelines, management'sassessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2014 excluded EQ Holdings, Inc., which wasacquired by the Company in a purchase business combination on June 17, 2014. Prior to the acquisition, EQ Holdings, Inc. was a privately held company,and following the transaction it is a wholly-owned subsidiary of the Company. Total assets for EQ Holdings, Inc. constituted approximately 73% of theCompany's total consolidated assets at December 31, 2014. This includes $197.2 million of goodwill and $252.9 million of acquired intangible assets. Totalrevenues of EQ Holdings, Inc. constituted 51% of the consolidated financial statement revenues for the year ended December 31, 2014.Our independent registered public accounting firm, Deloitte and Touche LLP, has audited the effectiveness of internal control over financial reporting as ofDecember 31, 2014, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K. ITEM 9B. OTHER INFORMATION None100Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information regarding directors and nominees for directors of the Company, including identification of the members of the audit committee and auditcommittee financial expert, is presented under the headings "Corporate Governance—Committees of the Board of Directors," and "Election of Directors—Nominees For Directors" in the Company's definitive proxy statement for use in connection with the 2014 Annual Meeting of Stockholders (the "ProxyStatement") to be filed within 120 days after the end of the Company's fiscal year ended December 31, 2014. The information contained under these headingsis incorporated herein by reference. Information regarding the executive officers of the Company is included in this Annual Report on Form 10-K underItem 1 of Part I as permitted by Instruction 3 to Item 401(b) of Regulation S-K.We have adopted a code of ethics that applies to our Chief Executive Officer and Chief Financial Officer. This code of ethics is available on our Web site atwww.usecology.com. If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant anywaivers, including implicit waivers, from a provision of this code to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of theamendment or waiver, its effective date and to whom it applies in a report filed with the SEC. ITEM 11. EXECUTIVE COMPENSATION Information concerning executive and director compensation is presented under the heading "Compensation Discussion and Analysis" in the ProxyStatement. The information contained under these headings is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information with respect to security ownership of certain beneficial owners and management is set forth under the heading "Security Ownership of CertainBeneficial Owners and Directors and Officers" in the Proxy Statement. The information contained under these headings is incorporated herein by reference.The following table provides information as of December 31, 2014, about the common stock that may be issued under all of our existing equitycompensation plans, including the 1992 Stock Option Plan for Employees, 2005 Non-Employee Director Compensation Plan, the 2006 Restricted Stock Planand the 2008 Stock Option Incentive Plan. All of these plans have been approved by our stockholders.101 Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights(a)(1) Weighted-averageexercise price ofoutstanding options,warrants and rights(b)(2) Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(c) Equity compensation plans approved bysecurity holders 369,763 $27.92 942,107 Equity compensation plans not approved bysecurity holders — — — Total 369,763 $27.92 942,107 (1)Includes 52,985 shares of unvested restricted stock awards outstanding under the 2005 Non-Employee Director Compensation Planand 2006 Restricted Stock Plan.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information concerning related transactions is presented under the heading "Certain Relationships and Related Transactions" in the Proxy Statement. Theinformation contained under this heading is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Information concerning principal accounting fees and services is presented under the heading "Ratification of Appointment of Independent RegisteredPublic Accounting Firm" in the Proxy Statement. The information contained under this heading is incorporated herein by reference. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a)The following documents are filed as part of this report: 1)Consolidated Financial Statements: See Index to Consolidated Financial Statements at Item 8 of this report. 2)Financial Statement Schedules. Schedules have been omitted because they are not required or because the information is included in thefinancial statements at Item 8 of this report. 3)Exhibits are incorporated herein by reference or are filed with this report as set forth in the Index to Exhibits on page 104 hereof.102(2)The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stockawards, which have no exercise price.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.Date: March 2, 2015Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities indicated as of March 2, 2015.103 US ECOLOGY, INC. By: /s/ ERIC L. GERRATTEric L. GerrattExecutive Vice President, Chief Financial Officer andTreasurer/s/ JEFFREY R. FEELERJeffrey R. Feeler(Director) President and Chief Executive Officer /s/ ERIC L. GERRATTEric L. GerrattExecutive Vice President, Chief Financial Officerand Treasurer (Principal Financial Officer andPrincipal Accounting Officer)/s/ SIMON G. BELLSimon G. Bell.Executive Vice President of Operations, EnvironmentalServices /s/ STEVEN D. WELLINGSteven D. Welling.Executive Vice President of Sales and Marketing/s/ MARIO H. ROMEROMario H. RomeroExecutive Vice President of Operations, Field & IndustrialServices /s/ VICTOR J. BARNHARTVictor J. Barnhart(Director)/s/ JOE F. COLVINJoe F. Colvin(Director) /s/ DANIEL FOXDaniel Fox(Director)/s/ STEPHEN A. ROMANOStephen A. Romano(Director) /s/ DAVID M. LUSKDavid M. Lusk(Director)/s/ KATINA DORTONKatina Dorton(Director) Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents104 ExhibitNo. Description Incorporated by Reference fromRegistrant's 2.1 Share Purchase Agreement dated September 13, 2010between Marsulex Inc. and US Ecology, Inc. 3rd Qtr 2010 Form 10-Q filed 10-28-10 2.2 Stock Purchase Agreement among EQ ParentCompany, Inc., EQ Group, LLC and US Ecology, Inc.dated April 6, 2014 2nd Qtr 2014 Form 10-Q filed 8-11-14 3.1 Restated Certificate of Incorporation 2009 Form 10-K 3.3 Amended and Restated Bylaws Form 8-K filed 12-11-2007 10.1 Sublease dated July 27, 2005, between the State ofWashington and US Ecology Washington, Inc. Form 8-K filed 7-27-05 10.2 Lease Agreement as amended between AmericanEcology Corporation and the State of Nevada 2nd Qtr 2007 Form 10-Q filed 8-7-2007 10.3 *Amended and Restated American EcologyCorporation 1992 Employee Stock Option Plan Proxy Statement dated 4-16-03 10.4 *Management Incentive Plan Effective January 1,2013 2nd Qtr 2013 Form 10-Q filed 8-1-13 10.5 *2006 Restricted Stock Plan Proxy Statement dated 3-31-06 10.6 *2008 Stock Option Incentive Plan Proxy Statement dated 4-10-2008 10.7 *Executive Employment Agreement, datedSeptember 7, 2013, between Jeffrey R. Feeler and USEcology, Inc. 3rd Qtr Form 10-Q filed 10-31-13 10.8 Amended and Restated 2005 Non-Employee DirectorCompensation Plan 2012 Form 10-K 10.9 *Executive Sales Incentive Plan Effective January 1,2013 2nd Qtr 2013 Form 10-Q filed 8-1-13 10.10 *Employment Agreement, effective October 31, 2013,between the Company and Eric L. Gerratt 2013 Form 10-K 10.11 *Employment Agreement, effective October 31, 2013,between the Company and Steven D. Welling 2013 Form 10-K 10.12 *Employment Agreement, effective October 31, 2013,between the Company and Simon G. Bell 2013 Form 10-K 10.13 *US Ecology, Inc. 2014 Management Incentive Plan(Executive) 1st Qtr 2014 Form 10-Q filed 5-7-14Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents105 ExhibitNo. Description Incorporated by Reference fromRegistrant's 10.14 *US Ecology, Inc. 2014 Executive Sales IncentivePlan 1st Qtr 2014 Form 10-Q filed 5-7-14 10.15 Credit Agreement, dated June 17, 2014, by andamong US Ecology, Inc., the lenders referred totherein, Wells Fargo Bank, N.A., as administrativeagent, Wells Fargo Securities, LLC and Credit SuisseSecurities (USA) LLC, as joint lead arrangers andjoint bookrunners, and Comerica Bank, asdocumentation agent 2nd Qtr 2014 Form 10-Q filed 8-11-14 10.16 Guaranty Agreement, dated June 17, 2014, by andamong the guarantors from time to time party theretoand Wells Fargo Bank, N.A. 2nd Qtr 2014 Form 10-Q filed 8-11-14 10.17 Collateral Agreement, dated June 17, 2014, by andamong US Ecology, Inc., the other grantors from timeto time party thereto and Wells Fargo Bank, N.A. 2nd Qtr 2014 Form 10-Q filed 8-11-14 10.18 *Consulting Agreement, dated June 17, 2014, by andbetween the Company and Victor 5, LLC 2nd Qtr 2014 Form 10-Q filed 8-11-14 10.19 *Form of Indemnification Agreement between USEcology, Inc. and each of the Company's Directorsand Officers Form 8-K filed 11-12-2014 12.1 Ratio of Earnings to Fixed Charges 21 List of Subsidiaries 23.1 Consent of Deloitte and Touche LLP 31.1 Certifications of December 31, 2014 Form 10-K byChief Executive Officer dated March 2, 2015 31.2 Certifications of December 31, 2014 Form 10-K byChief Financial Officer dated March 2, 2015 32.1 Certifications of December 31, 2014 Form 10-K byChief Executive Officer dated March 2, 2015 32.2 Certifications of December 31, 2014 Form 10-K byChief Financial Officer dated March 2, 2015 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Table of Contents106 ExhibitNo. Description Incorporated by Reference fromRegistrant's 101 The following materials from the Annual Report onForm 10-K of US Ecology, Inc. for the fiscal yearended December 31, 2014 formatted in ExtensibleBusiness Reporting Language (XBRL):(i) Consolidated Balance Sheets, (ii) ConsolidatedStatements of Operations, (iii) ConsolidatedStatements of Comprehensive Income,(iv) Consolidated Statements of Cash Flows,(v) Consolidated Statements of Stockholders' Equity,and (vi) Notes to the Consolidated FinancialStatements *Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinks -- Click here to rapidly navigate through this document Exhibit 12.1 Ratio of Earnings to Fixed Charges(Unaudited) For the Year Ended December 31, $s in thousands 2014 2013 2012 2011 2010 Earnings (as defined): Earnings before income taxes $61,050 $50,147 $41,718 $29,807 $22,186 Fixed charges 10,732 856 900 1,635 368 Earnings $71,782 $51,003 $42,618 $31,442 $22,554 Fixed charges (as defined): Interest expense $10,677 $828 $878 $1,604 $320 Estimated interest within rental expense 55 28 22 31 48 Fixed charges $10,732 $856 $900 $1,635 $368 Ratio of earnings to fixed charges 6.7 59.6 47.3 19.2 61.2 Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinksExhibit 12.1Ratio of Earnings to Fixed Charges (Unaudited)Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinks -- Click here to rapidly navigate through this document Exhibit 21 List of SubsidiariesSubsidiary Name State of FormationAmerican Ecology Environmental Services Corporation Texas CorporationAmerican Ecology Recycle Center, Inc. Delaware CorporationStablex Canada Inc. Canadian Federal CorporationUS Ecology Michigan, Inc. Michigan CorporationUS Ecology Field Services, Inc. Delaware CorporationUS Ecology Idaho, Inc. Delaware CorporationUS Ecology Illinois, Inc. California CorporationUS Ecology Nevada, Inc. Delaware CorporationUS Ecology Stablex Holdings, Inc. Delaware CorporationUS Ecology Texas, Inc. Delaware CorporationUS Ecology Washington, Inc. Delaware CorporationEQ Parent Company, Inc. Delaware CorporationEQ Holdings, Inc. Delaware CorporationEnvirite Transportation, LLC Ohio Limited Liability CompanyEnvirite of Pennsylvania, Inc. Delaware CorporationEnvirite of Illinois, Inc. Delaware CorporationEnvirite of Ohio, Inc. Delaware CorporationEQ Augusta, Inc. Michigan CorporationEQ Alabama, Inc. Michigan CorporationEQ Detroit, Inc. Michigan CorporationEQ Oklahoma, Inc. Michigan CorporationEQ Industrial Services, Inc. Michigan CorporationEQ Florida, Inc. Michigan CorporationEQ The Environmental Quality Company, Inc. Michigan CorporationEQ Mobile Recycling, Inc. Michigan CorporationEQ Northeast, Inc. Massachusetts CorporationEQ Resource Recovery, Inc. Michigan CorporationMichigan Disposal, Inc. Michigan CorporationWayne Disposal, Inc. Michigan CorporationWayne Energy Recovery, Inc. Michigan CorporationEQ Metals Recovery, LLC Ohio Limited Liability CompanyVac-All Service, Inc. Michigan CorporationAllstate Power Vac, Inc. New York Corporation1045 Pennsylvania Ave., LLC NJ Limited Liability CompanyPipevision Technologies, LLC NJ Limited Liability CompanyRTF Romulus, LLC Michigan Limited Liability CompanyEQ de Mexico, Inc. Mexican CorporationSource: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinksExhibit 21Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinks -- Click here to rapidly navigate through this document Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-157529, 333-68868, 333-93105, 333-140419, and 333-69863 on Form S-8,Registration Statement No. 333-187001 on Form S-3, and Registration Statement No. 333-187003 on Form S-4, of our report dated March 2, 2015, relating tothe consolidated financial statements of US Ecology Inc. and the effectiveness of US Ecology Inc.'s internal control over financial reporting, appearing in theAnnual Report on Form 10-K of US Ecology Inc. for the year ended December 31, 2014./s/ DELOITTE & TOUCHE LLPMarch 2, 2015Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinksExhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSource: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinks -- Click here to rapidly navigate through this document Exhibit 31.1 I, Jeffrey R. Feeler, certify that:1.I have reviewed this annual report on Form 10-K of US Ecology, 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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange 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, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness 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 recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant'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 arereasonably 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 internalcontrol over financial reporting.March 2, 2015/s/ JEFFREY R. FEELERPresident and Chief Executive Officer Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinksExhibit 31.1Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinks -- Click here to rapidly navigate through this document Exhibit 31.2 I, Eric L. Gerratt, certify that:1.I have reviewed this annual report on Form 10-K of US Ecology, 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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange 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, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, 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 oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness 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 recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant'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 arereasonably 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 internalcontrol over financial reporting.March 2, 2015/s/ ERIC L. GERRATTExecutive Vice President, Chief Financial Officerand Treasurer Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinksExhibit 31.2Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinks -- Click here to rapidly navigate through this document Exhibit 32.1 Written Statement of the Chief Executive OfficerPursuant to 18 U.S.C. §1350Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of US Ecology, Inc., (the "Company"), hereby certify,that to my knowledge, the Annual Report on Form 10-K of the Company for the period ended December 31, 2014 (the "Report") fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operations of the Company as of the dates hereof and for the periods expressed in this Report.March 2, 2015/s/ JEFFREY R. FEELERPresident and Chief Executive Officer Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinksExhibit 32.1Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinks -- Click here to rapidly navigate through this document Exhibit 32.2 Written Statement of the Chief Financial OfficerPursuant to 18 U.S.C. §1350Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of US Ecology, Inc., (the "Company"), hereby certify,that to my knowledge, the Annual Report on Form 10-K of the Company for the period ended December 31, 2014 (the "Report") fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operations of the Company as of the dates hereof and for the periods expressed in this Report.March 2, 2015/s/ ERIC L. GERRATTExecutive Vice President, Chief Financial Officer and Treasurer Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.QuickLinksExhibit 32.2Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.Source: US ECOLOGY, INC., 10-K, March 02, 2015Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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