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US Ecology, Inc.Q3 2015 Earnings Conference Call

October 30, 2015

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Today’s Hosts

Jeff Feeler

President & Chief Executive Officer

Eric Gerratt

Executive Vice President & Chief Financial Officer

Steve Welling

Executive Vice President of Sales and Marketing

Simon Bell

Executive Vice President of Operations – Environmental Services

Mario Romero

Executive Vice President of Operations – Field and Industrial Services

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During the course of this presentation the Company will be making forward-looking statements (as such term is defined in the PrivateSecurities Litigation Reform Act of 1995) that are based on our current expectations, beliefs and assumptions about the industry andmarkets in which US Ecology, Inc. and its subsidiaries operate. Such statements may include, but are not limited to, statements aboutthe Company's ability to integrate its acquisition of EQ—The Environmental Quality Company (EQ), expected synergies from thetransaction, projections of the financial results of the combined company and other statements that are not historical facts. Suchstatements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company todiffer materially from the results expressed or implied by such statements, including general economic and business conditions,conditions affecting the industries served by US Ecology, EQ and their respective subsidiaries, conditions affecting our customers andsuppliers, competitor responses to our products and services, the overall market acceptance of such products and services, theintegration and performance of acquisitions (including the acquisition of EQ) and other factors disclosed in the Company's periodicreports filed with the Securities and Exchange Commission. For information on other factors that could cause actual results to differmaterially from expectations, please refer to US Ecology, Inc.'s December 31, 2014 Annual Report on Form 10-K and other reports filedwith the Securities and Exchange Commission. Many of the factors that will determine the Company's future results are beyond theability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflectmanagement's views only as of the date such statements are made. The Company undertakes no obligation to revise or update anyforward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events orotherwise.

Important assumptions and other important factors that could cause actual results to differ materially from those set forth in theforward-looking information include the replacement of non-recurring event clean-up projects, a loss of a major customer, our abilityto permit and contract for timely construction of new or expanded disposal cells, our ability to renew our operating permits or leaseagreements with regulatory bodies, loss of key personnel, compliance with and changes to applicable laws, rules, or regulations,access to insurance, surety bonds and other financial assurances, a deterioration in our labor relations or labor disputes, our ability toperform under required contracts, failure to realize anticipated benefits and operational performance from acquired operations,including our acquisition of EQ Holdings, Inc. in June 2014, adverse economic or market conditions, government funding orcompetitive pressures, incidents or adverse weather conditions that could limit or suspend specific operations, access to costeffective transportation services, fluctuations in foreign currency markets, lawsuits, our willingness or ability to pay dividends,implementation of new technologies, limitations on our available cash flow as a result of our indebtedness and our ability toeffectively execute our acquisition strategy and integrate future acquisitions.

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Safe Harbor

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Highlights

Financial Review• Q3 2015

• Financial Position, Cash Flow & Return Metrics

2015 Business Outlook

Questions & Comments

Appendix: Reconciliations

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Agenda

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• Financial Statistics:

― Quarterly revenue of $148.4 million

― Generated operating income of $22.4 million

― Reported Adjusted EBITDA1 of $33.8 million

― Free cash flow generation of $15.5 million

― Net income was $9.9 million

― Adjusted EPS1

was $0.50 per share

• Quarter was below our expectations

• Headwinds encountered from project based Event Business

― Lower volumes shipped and project deferrals

• Lower Base Business volumes across several industry verticals― Chemical Manufacturing

― Metals Manufacturing

1See definition and reconciliation of adjusted EBITDA and adjusted earnings per share on pages 17 – 24 of this presentation or attached as Exhibit A to our earnings release filed with the SEC on Form 8-K

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Q3-15 Highlights

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• Environmental Service (“ES”) Segment results were below

expectations

− Lower volumes combined with a less favorable service mix

− Volume decline was lead by our Idaho, Blaineville and Texas

locations

− Higher volumes and a favorable service mix at Michigan

landfill partially offset the decline

− Commodity price declines in a recycling service line

negatively impacted results

• Field and Industrial Services (“FIS”) Segment results were

also below expectations

− Lower project work in the Northeast remediation market

− Positive traction on margin improvement with an over 250

basis point improvement in gross margin Q3-15 versus Q3-14

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Q3-15 Highlights

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• Continuing to leverage our National Footprint

− Expanding services in retail and total waste management

(TWM) service lines

− Several new TWM contracts won during the quarter; expect

5% growth in newly secured accounts on annualized basis

− Secured 1,700 new retail service stops from both existing and

new customers

• Allstate divestiture expected to close on November 1st

• Remain bullish on the business, despite recent headwinds

• Continue to secure new work, win customers and leverage

national platform

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Q3-15 Highlights

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Financial

Review

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Starting with the third quarter of 2015 we redefined “Base” and “Event” Business as we

integrate the legacy EQ ES business into these metrics. Previously, US Ecology defined “Event

Business” as non-recurring projects regardless of size. “Base Business” represented that

business that was not considered “Event” and represented recurring waste streams. We now

define “Event Business” as non-recurring projects that are equal to, or greater than 1,000 tons.

We believe this new definition is a better representation of Base and Event Business and will

provide better insight into the business taken as a whole. As we report future quarters, prior

periods presented will be recast based on the new definition. The following table presents

historical comparisons of legacy US Ecology Base and Event business under both the previous

and current definitions:

Base vs. Event

Q2 '15 Q1 '15 Q4 '14 Q3 '14 Q2 '14 Q1 '14

As previously defined:

Base 68% 61% 61% 59% 61% 56%

Event 32% 39% 39% 41% 39% 44%

Increase/decrease from comparable quarter:

Base 3% 7% n/a n/a n/a n/a

Event -23% -17% n/a n/a n/a n/a

As currently defined:

Base 76% 67% 68% 70% 70% 65%

Event 24% 33% 32% 30% 30% 35%

Increase/decrease from comparable quarter:

Base 3% 2% n/a n/a n/a n/a

Event -26% -9% n/a n/a n/a n/a

Legacy USE Environmental Services T&D Revenue

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• Total revenue $148.4 million compared with $170.9 million last year

• FIS revenue $52.1 million, down from $62.8 million in prior year

– Lower remedial project work in the Northeast

• ES revenue $96.3 million, down from $108.0 million in prior year

― 22% lower Event Business

― 7% decline in Base Business

― Decline related to chemical and metal manufacturing, mining

and E&P and waste management and remediation industries

― Decline partially offset by increases in other, refining and

utilities industries

Q3-15 Financial Review

65%

35%

Revenue by Segment

ES

FIS

Percent Change

Q3 '15 Q3 '14 Q3 '15 vs. Q3 '14

Chemical Manufacturing 16% 23% -38%

Metal Manufacturing 14% 15% -15%

Broker / TSDF 14% 13% -7%

General Manufacturing 12% 10% 5%

Refining 10% 8% 10%

Government 8% 7% 4%

Utilit ies 4% 3% 30%

Transportat ion 3% 3% -11%

Mining and E&P 2% 4% -43%

Waste Management & Remediation 2% 3% -39%

Other 15% 11% 12%

Environmental Services T&D Revenue by Industry

Percent of Total

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• Gross profit was $45.9 million, down from $52.3 million in Q3-14− ES gross profit was $36.6 million, down from $42.7 million in Q3-14 –

T&D margin of 43% in Q3-15 vs. 45% in Q3-14

− FIS gross profit was $9.4 million, down from $9.6 million in Q3-14

• SG&A was $23.5 million compared with $25.5 million in Q3-15− Total SG&A includes $150,000 of business development expenses

• Operating income was $22.4 million, down from $26.8 million

• Net income was $9.9 million, down from $13.3 million

• Adjusted EPS1

was $0.50 per share, down from $0.65 per share

• Adjusted EBITDA1

was $33.8 million, down from $40.4 million

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Q3-15 Financial Review

1See definition and reconciliation of adjusted EBITDA and adjusted earnings per share on pages 17 – 24 of this presentation or attached as Exhibit A to our earnings release filed with the SEC on Form 8-K

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Financial Position, Cash Flow & Return Metrics

• Exited quarter with cash of $9.4 million

• Net borrowings on credit agreement of $350.6 million

• Working Capital (excl. assets held for sale) = $54.5 million ($63.1 million at

December 31, 2014)

• YTD Cash generated from operations = $57.0 million

• YTD Capital expenditures = $25.7 million

• YTD Dividends paid = $11.7 million

• YTD Payments on long-term debt = $34.8 million

Return Metrics (excl. $6.7 million of Q2 ‘15 impairment charges):

• Return on total capital = 5.5% (6.0%)

• Return on total assets = 3.0% (3.7%)

• Return on total equity = 10.6% (13.1%)

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• Expect headwinds in the third quarter to continue into the fourth quarter

• Base Business:

− Expect Chemical and Metal Manufacturing verticals to be down in

Q4 on lower business activity

− Expect other industry verticals to be healthy

− Q4 Base Business likely challenged by difficult comparison to last

year

• Event Business:

− Continue to see emerging opportunities with a solid pipeline

− Deferments from Q3 to favorably impact Q4 results

− Continued project deferrals factored into Q4 given trends in Q2

and Q3

• Expect Q4 to be similar to Q3 results

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2015 Business Outlook

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• Revising Full Year 2015 Guidance

− Diluted Earnings Per Share1

estimated between $1.73 to $1.80

Includes approximately $0.03 per diluted share from Allstate

Previous range of $1.76 to $1.92

− Adjusted EBITDA1

estimated to range from $122 to $125 million excluding

Allstate

Down from previous range of $128 to $132 million

Allstate expected to contribute $5-6 million EBITDA for our ownership

period

• Capital Expenditures guidance reaffirmed at $34 to $39 million

− Includes capital expenditures for Allstate for expected ownership period

− $25.7 million of capital investment in first six months of 2015

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2015 Business Outlook

1Guidance excludes non-cash foreign currency translation gains or losses, goodwill impairment charges and business development expenses

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We invite your questions &

comments!

Questions and

Comments

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We invite your questions &

comments!

Appendix

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US Ecology reports adjusted EBITDA, adjusted earnings per diluted share, pro forma Adjusted

EBITDA, pro forma earnings per diluted per share and pro forma revenue results, which are non-

GAAP financial measures, as a complement to results provided in accordance with generally

accepted accounting principles in the United States (GAAP) and believes that such

information provides analysts, stockholders, and other users information to better understand

the Company’s operating performance. Because adjusted EBITDA, adjusted earnings per

diluted share, pro forma Adjusted EBITDA, pro forma earnings per diluted per share and pro

forma revenue are not measurements determined in accordance with GAAP and are thus

susceptible to varying calculations they may not be comparable to similar measures used by

other companies. Items excluded from adjusted EBITDA, adjusted earnings per diluted share,

pro forma Adjusted EBITDA, pro forma earnings per diluted per share and pro forma revenue

are significant components in understanding and assessing financial performance.

Adjusted EBITDA, adjusted earnings per diluted share, pro forma Adjusted EBITDA, pro forma

earnings per diluted per share and pro forma revenue should not be considered in isolation or

as an alternative to, or substitute for, revenue, 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 or liquidity. Adjusted

EBITDA, adjusted earnings per diluted share, pro forma Adjusted EBITDA, pro forma earnings per

diluted per share and pro forma revenue have limitations as analytical tools and should not be

considered in isolation or a substitute for analyzing our results as reported under GAAP.

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Adjusted and Pro Forma EBITDA, EPS & Revenue

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Adjusted EBITDA

The Company defines adjusted EBITDA as net income before interest expense, interest income, income tax expense,

depreciation, amortization, stock based compensation, accretion of closure and post-closure liabilities, foreign

currency gain/loss, non-cash impairment charges and other income/expense, which are not considered part of usual

business operations.

Adjusted Earnings Per Diluted Share

The Company defines adjusted earnings per diluted share as net income plus the after tax impact of non-cash, non-

operational impairment charges and foreign currency gains or losses (“Foreign Currency Gain/Loss”) plus the after tax

impact of business development costs divided by the number of diluted shares used in the earnings per share

calculation.

Impairment charges excluded from the earnings per diluted share calculation are related to the Company’s decision

to explore strategic alternatives for our Industrial Services business. The Foreign Currency Gain/Loss excluded from the

earnings per diluted share calculation are related to intercompany loans between our Canadian subsidiary and the

U.S. parent which have been established as part of our tax and treasury management strategy. These intercompany

loans are payable in Canadian dollars (“CAD”) requiring us to revalue the outstanding loan balance through our

consolidated income statement based on the CAD/United States currency movements from period to period. We

believe excluding the currency movements for these intercompany financial instruments provides meaningful

information to investors regarding the operational and financial performance of the Company. Business development

costs relate to expenses incurred to evaluate businesses for potential acquisition or costs related to closing and

integrating successfully acquired businesses.

We believe excluding these non-cash impairment charges, foreign currency movements for intercompany financial

instruments and business development costs provides meaningful information to investors regarding the operational

and financial performance of the Company.

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Definitions of Adjusted EBITDA and EPS

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Financial Results: Q3‘15 vs. Q3‘14

1Includes pre-tax Business Development expenses of $0.2 million and $0.3 million for the three months ended September 30, 2015 and 2014, respectively

amount s in t housands except per share dat a 2015 2014 $ Change % Change

Revenue $ 148,414 $ 170,864 $ (22,450) -13.1%

Gross profit 45,940 52,308 (6,368) -12.2%

SG&A1

23,507 25,508

Operating income1 22,433 26,800 (4,367) -16.3%

Interest expense, net (5,064) (4,532) (532) 11.7%

Foreign currency loss (994) (830) (164) 19.8%

Other 387 301 86 28.6%

Income before income taxes 16,762 21,739 (4,977) -22.9%

Income tax expense 6,858 8,406 (1,548) -18.4%

Net income $ 9,904 $ 13,333 $ (3,429) -25.7%

Earnings per share:

Basic $ 0.46 $ 0.62 $ (0.16) -25.8%

Diluted $ 0.46 $ 0.61 $ (0.15) -24.6%

Shares used in earnings per share calculation:

Basic 21,655 21,570

Diluted 21,749 21,680

Adjusted EBITDA Reconciliation

Net income 9,904$ 13,333$

Income tax expense 6,858 8,406

Interest expense, net 5,064 4,532

Foreign currency gain 994 830

Other income (387) (301)

Impairment charges - -

Depreciat ion and amort izat ion 6,591 8,318

Amort izat ion of intangibles 2,952 4,018

Stock-based compensation 646 344

Accret ion and non-cash adjustments

of closure & post-closure obligations 1,132 959

Adjusted EBITDA1 33,754$ 40,439$ (6,685)$ -16.5%

Three Months Ended September 30,

2020

Financial Results: Q3‘15 vs. Q3‘14

(in t housands, except per share dat a)

Adjusted Earnings Per Share Reconciliation per share per share

Net income / earnings per diluted share 9,904$ 0.46$ 13,333$ 0.62$

Adjustments, net of tax:

Impairment charges - - - -

Non-cash foreign currency translat ion loss 722 0.04 679 0.03

Business development costs 93 - 211 0.01

Adjusted net income / adjusted earnings per diluted share 10,718$ $ 0.50 14,223$ $ 0.65

Shares used in earnings per diluted share calculat ion 21,749 21,680

Three Months Ended September 30,

2015 2014

2121

Financial Results: Q3’15 Adjusted EBITDA

1Includes pre-tax Business Development expenses of $0.2 million for the three months ended September 30, 2015

(in thousands)

Legacy US

Ecology Legacy EQ

Consolidated

US Ecology

Net Income (loss) 3,117$ 6,787$ 9,904$

Income tax expense 1,544 5,314 6,858

Interest expense, net 5,061 3 5,064

Foreign currency gain 994 - 994

Other income (132) (255) (387)

Impairment charges - - -

Depreciation and amortization 3,634 2,957 6,591

Amortization of intangibles 300 2,652 2,952

Stock-based compensation 518 128 646

Accretion and non-cash adjustments

of closure & post-closure obligations 498 634 1,132

Adjusted EBITDA1

15,534$ 18,220$ 33,754$

Three Months Ended September 30, 2015

2222

Financial Results: Q3’15 YTD vs. Q3’14 YTD

1Includes pre-tax Business Development expenses of $2.1 million and $5.6 million for the nine months ended September 30, 2015 and 2014, respectively

amount s in t housands except per share dat a 2015 2014 $ Change % Change

Revenue $ 424,797 $ 290,237 $ 134,560 46.4%

Gross profit 127,254 99,573 27,681 27.8%

SG&A1

71,075 46,271

Impairment charges 6,700 - 6,700 n/m

Operating income1 49,479 53,302 (3,823) -7.2%

Interest expense, net (16,144) (5,394) (10,750) 199.3%

Foreign currency loss (1,769) (1,027) (742) 72.2%

Other 1,156 557 599 107.5%

Income before income taxes 32,722 47,438 (14,716) -31.0%

Income tax expense 14,815 17,880 (3,065) -17.1%

Net income $ 17,907 $ 29,558 $ (11,651) -39.4%

Earnings per share:

Basic $ 0.83 $ 1.37 $ (0.54) -39.4%

Diluted $ 0.82 $ 1.37 $ (0.55) -40.1%

Shares used in earnings per share calculation:

Basic 21,619 21,526

Diluted 21,723 21,649

Adjusted EBITDA Reconciliation

Net Income 17,907$ 29,558$

Income tax expense 14,815 17,880

Interest expense, net 16,144 5,394

Foreign currency loss 1,769 1,027

Other income (1,156) (557)

Impairment charges 6,700 -

Depreciat ion and amort izat ion 21,726 16,730

Amort izat ion of intangibles 9,558 5,233

Stock-based compensation 1,736 869

Accret ion and non-cash adjustments

of closure & post-closure obligations 3,208 1,675

Adjusted EBITDA1 92,407$ 77,809$ 14,598$ 18.8%

Nine Months Ended June 30,

2323

Financial Results: Q3‘15 YTD vs. Q3’14 YTD

(in t housands, except per share dat a)

Adjusted Earnings Per Share Reconciliation per share per share

Net income / earnings per diluted share 17,907$ 0.82$ 29,558$ 1.37$

Adjustments, net of tax:

Impairment charges 6,700 0.31 - -

Non-cash foreign currency translat ion loss 1,151 0.05 622 0.03

Business development costs 1,311 0.06 4,337 0.20

Adjusted net income / adjusted earnings per diluted share 27,069$ $ 1.24 34,517$ $ 1.60

Shares used in earnings per diluted share calculat ion 21,723 21,649

Nine Months Ended June 30,

2015 2014

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Financial Results: Q3’15 YTD Adjusted EBITDA

1Includes pre-tax Business Development expenses of $2.1 million for the nine months ended September 30, 2015

(in thousands)

Legacy US

Ecology Legacy EQ

Consolidated

US Ecology

Net income 11,043$ 6,864$ 17,907$

Income tax expense 5,257 9,558 14,815

Interest expense, net 15,966 178 16,144

Foreign currency loss 1,769 - 1,769

Other income (677) (479) (1,156)

Impairment charges - 6,700 6,700

Depreciation and amortization 10,579 11,147 21,726

Amortization of intangibles 934 8,624 9,558

Stock-based compensation 1,397 339 1,736

Accretion and non-cash adjustments

of closure & post-closure obligations 1,376 1,832 3,208

Adjusted EBITDA1

47,644$ 44,763$ 92,407$

Nine Months Ended September 30, 2015

2525

Pro forma Results: Revenue1

1Pro forma revenue reflects revenue as if the EQ transaction had occurred on January 1, 2014

For the Six Months For the Six Months For the Year

(in thousands) 3/31/2014 6/30/2014 Ended 6/30/2014 9/30/2014 12/31/2014 Ended 12/31/2014 Ended 12/31/2014

Legacy US Ecology revenue 53,354$ 51,495$ $ 104,849 59,755$ 56,269$ $ 116,024 $ 220,873

Less: intercompany revenue with legacy EQ (186) (97) (282) (187) (1,481) (1,668) (1,950)

Legacy US Ecology pro forma revenue 53,168$ 51,398$ $ 104,567 59,568$ 54,788$ $ 114,356 $ 218,923

Legacy EQ revenue 84,965$ 97,771$ $ 182,736 111,326$ 102,386$ $ 213,713 $ 396,448

Less: intercompany revenue with legacy US Ecology (59) (48) (107) - - - (107)

US Ecology pro forma revenue 84,906$ 97,723$ 182,629$ 111,326$ 102,386$ 213,713$ 396,341$

US Ecology consolidated pro forma revenue 138,074$ 149,121$ 287,195$ 170,894$ 157,174$ 328,069$ 615,264$

For the quarter ended For the quarter ended

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Pro forma Results: Earnings Per Share1

1Pro forma Diluted Earnings Share reflects diluted EPS as if the EQ transaction had occurred on January 1, 2014

(in thousands, except per share data)

per share per share per share per share per share per share per share

Legacy US Ecology net income / earnings per

diluted share 9,361$ 0.44$ 5,959$ 0.28$ $ 15,321 $ 0.71 9,836$ 0.45$ 7,782$ 0.36$ $ 17,618 $ 0.81 32,939$ 1.52$ `

Business development costs, net of tax 120 0.01 3,127 0.14 3,247 0.15 211 0.01 514 0.02 725 0.03 3,972 0.18

Less: intercompany transactions with legacy EQ,

net of tax (81) (0.00) (30) (0.00) (111) (0.01) - - - - - - (111) (0.01)

Plus: pro forma unusued LOC fees, net of tax 26 0.00 493 0.02 519 0.02 - - - - - - 519 0.02

Legacy US Ecology pro forma net income/ earnings

per diluted Share $ 9,426 $ 0.44 $ 9,549 $ 0.44 $ 18,975 $ 0.88 $ 10,047 $ 0.46 $ 8,296 $ 0.38 $ 18,343 $ 0.84 $ 37,318 $ 1.72

Legacy EQ net income/earnings per dliuted share (3,324)$ (0.15)$ (19,721)$ (0.91)$ $(23,045) $ (1.06) 3,496$ 0.16$ 895$ 0.04$ $ 4,391 $ 0.20 (18,654)$ (0.86)$

Plus: seller transaction/business development

costs, net of tax 437 0.02 13,469 0.62$ 13,906 0.64 - - - - - - 13,906 0.64$

Plus: management fees and other adjustments, net

of tax 118 0.01 2,179 0.10$ 2,296 0.11 - - - - - - 2,296 0.11$

Plus: legacy EQ interest expense, net of tax 1,096 0.05 1,454 0.07$ 2,551 0.12 - - - - - - 2,551 0.12$

Less: pro forma interest expense on new credit

facility, net of tax (2,801) (0.13) (2,426) (0.11)$ (5,227) (0.24) - - - - - - (5,227) (0.24)$

Plus: legacy EQ intangible amortization, net of tax 2,395 0.11 4,746 0.22$ 7,141 0.33 - - - - - - 7,141 0.33$

Less: pro forma intangible amortization and

depreciation, net of tax (624) (0.03) (1,044) (0.05)$ (1,668) (0.08) - - - - - - (1,668) (0.08)$

Plus: legacy EQ accretion and closure/post-closure

expense, net of tax 290 0.01 355 0.02$ 644 0.03 - - - - - - 644 0.03$

Less: pro forma accretion and closure/post-closure

expense, net of tax (356) (0.02) (363) (0.02)$ (719) (0.03) - - - - - - (719) (0.03)$

Plus: intercompany transactions with legacy US

Ecology, net of tax 81 0.00 30 0.00$ 111 0.01 - - - - - - 111 0.01$

Plus / (less): pro forma tax benefit / (expense)

adjustment 118 0.01 (471) (0.02)$ (353) (0.02) - - - - - - (353) (0.02)$

Legacy EQ pro forma net income/earnings per

diluted share $ (2,570) $ (0.12) $ (1,792) $ (0.08) $ (4,362) $ (0.20) $ 3,496 $ 0.16 $ 895 $ 0.04 $ 4,391 $ 0.20 $ 29 $ 0.00

US Ecology pro forma net income/earnings per

diluted share 6,856$ 0.32$ 7,757$ 0.36$ 14,613$ 0.68$ 13,543$ 0.62$ 9,191$ 0.42$ 22,735$ 1.04$ 37,348$ 1.72$

Shares used in earnings per diluted share

calculation 21,475 21,667 21,680 21,673 21,655

Ended 12/31/2014 Ended 12/31/2014

For the quarter ended For the six months For the quarter ended For the six months For the year

3/31/2014 6/30/2014 Ended 6/30/2014 9/30/2014 12/31/2014

2727

Pro forma Results: Adjusted EBITDA1

1Pro forma Adjusted EBITDA reflects Adjusted EBITDA as if the EQ transaction had occurred on January 1, 2014

For the six months For the six months For the year ended

(in thousands) 3/31/2014 6/30/2014 Ended 6/30/2014 9/30/2014 12/31/2014 12/31/2014 12/31/2014

Legacy US Ecology Net Income 9,361$ 5,959$ $ 15,321 9,836$ 7,782$ $ 17,618 $ 32,939

Business development costs, net of tax 120 3,127 3,247 - - - 3,247

Less: intercompany transactions with legacy EQ, net of tax (81) (30) (111) 211 514 725 614

Plus: pro forma unusued LOC fees, net of tax 26 493 519 - - - 519

US Ecology pro forma net income 9,426 9,549 18,975 10,047 8,296 18,343 37,318

Income tax expense 5,271 5,829 11,100 5,935 4,826 10,761 21,861

Interest expense, net 3 (32) (29) 0 0 0 (29)

Foreign currency (gain)/loss 941 (744) 197 831 471 1,303 1,499

Other income (86) (148) (234) (129) (89) (217) (452)

Depreciation and amortization of plant and equipment 3,839 3,893 7,732 3,752 3,964 7,716 15,448

Amortization of intangible assets 352 356 709 357 343 699 1,408

Stock-based compensation 269 255 525 299 313 613 1,137

Accretion and non-cash adjustments of closure & post-closure obligations 330 317 647 467 310 777 1,425

Legacy US Ecology pro forma Adjusted EBITDA 20,345$ 19,276$ 39,621$ 21,559$ 18,436$ 39,995$ 79,616$

Legacy EQ net income (3,324)$ (19,721)$ $ (23,045) 3,496$ 895$ $ 4,391 (18,654)$

Plus: legacy EQ interest expense, net of tax 1,096 1,454 2,551 - - - 2,551

Less: pro forma interest expense on new credit facility, net of tax (2,801) (2,426) (5,227) - - - (5,227)

Plus: legacy EQ intangible amortization, net of tax 2,395 4,746 7,141 - - - 7,141

Less: pro forma intangible amortization and depreciation, net of tax (624) (1,044) (1,668) - - - (1,668)

Plus: legacy EQ accretion and closure/post-closure expense, net of tax 290 355 644 - - - 644

Less: pro forma accretion and closure/post-closure expense, net of tax (356) (363) (719) - - - (719)

Plus: seller transaction/business development costs, net of tax 437 13,469 13,906 - - - 13,906

Plus: management fees and other adjustments, net of tax 118 2,179 2,296 - - - 2,296

Plus: intercompany transactions with legacy US Ecology, net of tax 81 30 111 - - - 111

Plus / (less): pro forma tax benefit / (expense) adjustment 118 (471) (353) - - - (353)

Legacy EQ pro forma net income $ (2,570) $ (1,792) $ (4,362) $ 3,496 $ 895 $ 4,391 $ 29

Pro forma income tax (benefit) / expense (1,643) (1,086) (2,729) 2,567 433 3,000 271

Pro forma interest expense, net 4,591 3,947 8,538 4,534 5,156 9,690 18,227

Pro forma other income (74) (202) (276) (142) (3) (145) (421)

Pro forma depreciation and amortization of plant and equipment 2,309 2,935 5,244 4,605 3,718 8,323 13,567

Pro forma amortization of intangible assets 2,881 3,387 6,268 3,661 2,632 6,293 12,561

Pro forma stock-based compensation - - - 45 67 112 112

Pro forma accretion and non-cash adjustments of closure & post-closure obligations 583 652 1,235 492 671 1,163 2,397

Legacy EQ pro forma Adjusted EBITDA 6,077$ 7,841$ 13,918$ 19,257$ 13,570$ 32,827$ 46,745$

US Ecology consolidated pro forma Adjusted EBITDA 26,422$ 27,117$ 53,539$ 40,816$ 32,005$ 72,822$ 126,361$

For the quarter ended For the quarter ended