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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE 1993 FISCAL YEAR ENDED JAN. 1, 1994

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-8513

SAFETY-KLEEN(R) CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

WISCONSIN 39-6090019
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

1000 NORTH RANDALL ROAD,ELGIN, ILLINOIS 60123
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)

REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (708) 697-8460

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, $.10 Par Value New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(TITLE OF CLASS)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 1, 1994 was approximately $0.7 billion.

Shares of Common Stock outstanding at March 1, 1994, were 57,683,756.

DOCUMENTS INCORPORATED BY REFERENCE:
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT TO BE FILED ON OR BEFORE MARCH
31, 1994, FOR THE ANNUAL MEETING TO BE HELD ON MAY 13, 1994, ARE INCORPORATED
BY REFERENCE IN PART III AND THE ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED JANUARY 1, 1994, ARE INCORPORATED BY REFERENCE IN PARTS I AND II.

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PART I

ITEM 1. BUSINESS

GENERAL

Safety-Kleen Corp. is a leading provider of services to generators of waste
solvents and other hazardous and non-hazardous liquid wastes and the world's
largest provider of Parts Cleaner Services. Safety-Kleen Corp. was incorporated
in July, 1963 under the laws of the State of Wisconsin. As used herein, the
term "Company" includes Safety-Kleen Corp. and its consolidated subsidiaries.
The Company and its licensees serve nearly 500,000 customers worldwide, through
a network of 262 branch facilities.

In addition to its continental U.S. operations, the Company operates in
Canada, the United Kingdom, the Republic of Ireland, Puerto Rico, Belgium,
France, Italy, Spain and Germany through wholly-owned subsidiaries. The Company
has licensee operations in Israel, Japan, and Korea.

The Company groups its services into three broad categories: Small Quantity
Generator ("SQG") Resource Recovery Services; Envirosystems Services; and Oil
Recovery Services. Each of the Company's services is discussed in greater
detail below.

SQG RESOURCE RECOVERY SERVICES

The Company's SQG Resource Recovery Services are divided into
Automotive/Retail Repair Services, Industrial Services, Paint Refinishing
Services and Dry Cleaner Services. Solvent recycling is an integral part of the
Company's SQG Resource Recovery Services. Substantially all fluid wastes
collected by the Company as part of these services are either recycled for re-
use in these services or processed into waste-derived fuel for use in the
cement manufacturing industry.

AUTOMOTIVE/RETAIL REPAIR SERVICES. Businesses such as service stations, car
and truck dealers, small engine repair shops and fleet maintenance shops
regularly need to clean and degrease small parts. The Company's
Automotive/Retail Repair Parts Cleaner Service enables businesses to clean
parts in a convenient, cost effective, safe and environmentally sound manner.
In this service, the Company's service representative places parts cleaner
equipment and solvent with a customer, and, at regular service intervals,
cleans and maintains the equipment, delivers clean solvent for use in the
degreasing process, and removes the dirty solvent.

INDUSTRIAL SERVICES. The Company markets both Parts Cleaner Services and its
Fluid Recovery Services to industrial customers in the U.S. through its
Industrial Services specialists. The Company's Fluid Recovery Service consists
of the collection of a wide variety of waste solvents and other liquid wastes
generated by industrial customers in relatively small quantities, averaging a
few 55-gallon drums per pickup. Depending upon the content, the material
collected by the Company in its Fluid Recovery Service is either processed into
a waste-derived fuel for use in the cement manufacturing industry, recycled
into usable solvent or disposed of through incineration.

AUTOMOTIVE AND INDUSTRIAL PARTS CLEANING EQUIPMENT CONVERSION. The Company
provides a choice of several models of parts cleaners to customers for their
use as part of the Parts Cleaner Service. The Company also provides service to
customers who own their own parts cleaner equipment. In total, at the end of
1993, the Company was providing services for approximately 469,000 parts
cleaners at customers in the United States, of which approximately 365,000 were
owned by the Company and approximately 104,000 were owned by customers.

The most prevalent models of parts cleaners furnished by the Company are
designated Models 16 and 30. They consist of a sink atop a 16-gallon or 30-
gallon drum of solvent, equipped with a

submersible pump and a spout through which the solvent flows. The Company had
approximately 247,000 of these units in service at customers at the end of
1993, out of the total 365,000 Company-owned units in service in the United
States.

As a result of customer desires to minimize the amount of waste generated and
reduce annual costs, the Company developed new parts cleaner models which
accomplish these objectives and can replace the current Models 16 and 30. The
new models contain a built in cyclonic separator, which separates dirt
particles from the solvent during use, thus extending the useful life of the
solvent.

In 1993 the Company made the decision to convert its Model 16 and Model 30
parts cleaners, supplied to domestic Automotive/Retail Repair and Industrial
Services customers, to the new cyclonic separator technology. The separator
technology is expected to lower the customers' volume of waste generated,
reduce the number of service visits and lower the costs to the Company and its
customers. The Company expects to convert a large portion of its current
domestic parts cleaner service customers to the new parts cleaner service over
the next two years.

In conjunction with the Company's decision to convert its parts cleaning
equipment, the Company adopted a comprehensive restructuring plan. For a
discussion of this restructuring plan, refer to "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Restructuring and
Special Charges" appearing on page 26 of the Annual Report to Shareholders for
the year ended January 1, 1994 (the "Annual Report"), which is incorporated
herein by reference.

PAINT REFINISHING SERVICES. The Company's Paint Refinishing Services are
supplied to new and used car dealers, auto body repair and paint shops and
fiberglass product manufacturers. The Company provides a machine specially
designed to clean paint spray guns. Company representatives place a machine and
solvent with each customer, maintain the machine and regularly remove the
contaminated solvent and replace it with clean solvent. Waste paint is also
collected from these customers. The Company either recycles the contaminated
solvent and waste paint into clean solvent for reuse or blends it into fuel for
cement kilns. The Company representatives also provide clean buffing pads and
remove dirty pads during regularly scheduled service calls. The dirty pads are
washed, dried, inspected and returned to the Company's distribution system.

DRY CLEANER SERVICES. The Company collects and recycles contaminated dry
cleaner wastes consisting primarily of used filter cartridges and sludge
containing perchloroethylene and mineral spirits.

ENVIROSYSTEMS SERVICE

The Company's Envirosystems Service consists of the collection of waste
solvent and other waste fluids from customers which generate larger quantities
of such waste fluids. The fluids are typically shipped directly from the
customer to one of the Company's recycle centers or fuel blending facilities.
Depending on the content, material collected by the Envirosystems Service is
recycled into usable solvents, processed into fuels for use in the cement
manufacturing industry or disposed of through incineration.

OIL RECOVERY SERVICES

The Company collects used lubricating oils from automobile and truck dealers,
automotive garages, oil change outlets, service stations, industrial plants and
other businesses and either re-refines the oil into reusable lubricating oil or
processes it into fuel for use in industrial furnaces. The Company derives
revenues both from fees it charges customers to haul away used oil and from the

sale of products it produces by processing the used oil. The Company's
extensive branch network enables it to collect waste oil in sufficient volume
to support oil re-refining operations, which produce lubricating oil that can
be sold at significantly higher prices than industrial fuels. The Company
operates oil re-refining plants in Ontario, Canada and East Chicago, Indiana.
The plant in Ontario has an annual capacity of 34 million gallons of used oil
per year. The East Chicago re-refinery started production in May, 1991, with an
initial capacity of 50 million gallons of used oil per year. The East Chicago
re-refinery's capacity was expanded in 1992 and 1993 to its current capacity of
85 million gallons per year. Waste oil collected in excess of the capacity of
the Company's re-refining facilities is either processed into industrial fuels
or, to a small extent, sold unprocessed for direct use as a fuel in certain
industrial applications for which such oil is suitable.

EUROPE

In 1990, the Company adopted a strategy to develop its SQG Resource Recovery
and Envirosystems Services business in Europe directly to the extent it is
practicable to do so. During 1990 and 1992 the Company made a series of
acquisitions which included Germany's largest solvent recycler, two German
parts cleaner service companies, and the interests of its joint venture
partners in the French, Belgian, Italian and Spanish parts cleaner operations.
The Company primarily provides the Automotive/Retail Repair and Paint
Refinishing services in Europe. The Company's German operations also offer the
Envirosystems recycling service. The Company will be introducing its Fluid
Recovery Services in the United Kingdom during 1994.

PRIMARY RAW MATERIALS

The primary hydrocarbon material used in the Company's Parts Cleaner Service
is a middle distillate naphtha product and is purchased from petroleum refiners
and suppliers through short-term purchase orders. It is not possible for the
Company to accurately estimate the effect of possible future petroleum product
shortages on the Company's operations or those of its customers. At the present
time, the Company expects to be able to purchase required quantities of such
solvent at acceptable prices. For a discussion of the effect of petroleum
product price changes, refer to "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Effects of Petroleum Product
Price Changes", appearing on page 23 of the Annual Report, which is
incorporated herein by reference.

The Company purchases a wide variety of other products and raw materials and
has not experienced any major shortages in the past. The Company believes that
sufficient alternative sources are available should it become necessary to
replace its current sources of supply for these products and materials.

COMPETITIVE CONDITIONS

The Company is the market leader in the United States in its Parts Cleaner,
Paint Refinishing, Dry Cleaner and Oil Recovery services. In these services,
the Company generally competes with local or smaller regional companies. In its
Fluid Recovery Service, the Company generally competes with many firms engaged
in the transportation, brokerage and/or disposal of hazardous wastes through
recycling, fuels programs or incineration. In its Envirosystems Services, the
Company competes with many recyclers of spent solvents, as well as many firms
engaged in hazardous waste disposal through fuels programs or incineration.

The principal methods of competition for all of the Company's services are
price, quality, reliability of service rendered and technical proficiency in
handling hazardous wastes properly. Knowledgeable customers are interested in
the reputation and financial strength of the companies

they use for management of their hazardous wastes, since the original
generators of hazardous waste remain liable under federal and state
environmental laws for improper disposal of such wastes, even if they employ
companies which have proper permits and licenses. The Company believes that its
reputation and financial strength are important considerations to its customers
in selecting and continuing to utilize the Company's services.

PATENTS

The Company owns unexpired patents covering three of its cleaning units and
certain related accessories. The Company has an exclusive license to use a
patented cyclonic separator in parts cleaner applications. In the Company's
opinion, however, the continued conduct of its business operations does not
depend upon the existence of these patents.

EMPLOYEES

At January 1, 1994, the Company had approximately 6,600 employees.

REGULATION

Overview. Domestic and foreign governmental regulations applicable to the
Company's business govern, among other things: the handling of a number of
substances collected by the Company which are classified as hazardous wastes
under these regulations; the operation of the facilities at which the Company
stores or processes the substances it collects; and the ultimate disposal of
waste the Company removes from the substances it collects.

Operating permits are generally required by federal and state environmental
agencies for the Company's branch, accumulation center, solvent recycling, fuel
blending and oil processing facilities. Most of these permits must be renewed
periodically and the governmental authorities involved have the power, under
various circumstances, to revoke, modify or deny issuance or renewal of these
permits. Zoning, land use and siting restrictions also apply to these
facilities. Regulations also govern matters such as the disposal of residual
chemical wastes, operating procedures, stormwater and wastewater discharges,
fire protection, worker and community right-to-know and emergency response
plans. Air and water pollution regulations govern certain operations at the
Company's facilities. Safety standards under the Occupational Safety and Health
Act in the United States and similar foreign laws are also applicable.
Governmental regulations also apply to the operation of vehicles used by the
Company to transport the substances it collects and distributes, including
licensing requirements for the vehicles and the drivers, vehicle safety
requirements, vehicle weight limitations, shipment manifesting and vehicle
placarding requirements. Governmental authorities have the power to enforce
compliance and violators are subject to civil and criminal penalties. Private
individuals may also have the right to sue to enforce compliance with certain
of the governmental requirements. Similar regulations apply to the Company's
Canadian operations.

In general, environmental requirements are not as strict in countries in
which the Company operates outside North America, but there is a general trend
in Europe and other countries to strengthen environmental requirements. An
increase in governmental requirements for the treatment of any particular
material increases the value to the customer of the Company's capability to
treat the material in an environmentally responsible manner.

The Company has an internal staff of lawyers, engineers, geologists,
hydrogeologists, chemists and safety professionals whose responsibility is to
monitor the Company's compliance with various federal, state and local laws and
regulations involving the protection of the environment and worker health and
safety.

RCRA Requirements

The Resource Conservation and Recovery Act of 1976 ("RCRA") established a
national program which classified various substances as "hazardous wastes",
established requirements for storage, treatment and disposal of hazardous
wastes, and imposed requirements for facilities used to store, treat or dispose
of such wastes. RCRA was amended in 1984 by the Hazardous and Solid Waste
Amendments ("HSWA") which expanded the scope of RCRA to include businesses
which generate smaller quantities of waste materials (so-called "small quantity
generators"), expanded the substances classified as hazardous wastes by RCRA
and prohibited direct disposal of those wastes in landfills (thereby, in
effect, requiring that the wastes be recycled, treated, or destroyed). With the
exception of used oil and antifreeze, most substances collected by the Company
from its customers are classified as hazardous wastes under RCRA. A major
component of the service the Company provides is to assist customers in
managing their wastes in compliance with applicable governmental requirements.

RCRA imposes requirements which must be met by facilities used to store,
treat and dispose of hazardous wastes. Operators of waste storage, disposal and
treatment facilities must obtain a permit from federal or authorized state
governmental authorities to be able to continue to operate those facilities.
The Company submitted all required permit applications for full operating
permits in advance of the federally-imposed permit application deadline in
November, 1988. These applications cover the Company's branches, accumulation
centers, solvent recycling and fuel blending facilities. More than half of
these permits have been issued. The Company has obtained interim permitted
status or other authorization by federal or state authorities for its remaining
storage, recycling and fuel blending facilities which allows it to continue to
operate those facilities until final action is taken on the Company's pending
permit applications. The Company will not pursue final permits for some of its
facilities, in which case the Company will be able to continue its operations,
in accordance with governmental requirements, by limiting the activities at
these facilities to transfer operations.

In September, 1992, the United States Environmental Protection Agency ("EPA")
finalized regulations that govern the management of used oils. Used oil is
classified as a hazardous waste under certain state laws, although it is not so
classified under federal law. The Company builds and operates its used oil
facilities to standards similar to those required for hazardous waste
facilities, and believes that its oil management standards are more protective
of human health and the environment than current federal standards.

Most of the fluids collected by the Company's Envirosystems and Fluid
Recovery Services are processed into fuel to be burned in kilns used in the
production of cement. The majority of this waste-derived fuel is supplied to
cement kilns with which the Company has exclusive supply contracts with respect
to such fuel. In August, 1991, these cement kilns became subject to regulations
which govern the burning of hazardous wastes in boilers and industrial furnaces
("BIF"). Facilities covered by the BIF regulations were required to submit
certifications of compliance by August 1, 1992 or to obtain approvals from the
relevant governmental authority to extend the deadline for submission of
certification. Every BIF facility that elects to continue to burn hazardous
waste will also be required to obtain a RCRA operating permit. All of the kilns
with which the Company has exclusive supply contracts have either obtained
their compliance certifications or are in the process of doing so pursuant to
an authorized extension.

In May, 1993, U.S. EPA Administrator Carol Browner announced an initiative to
bring BIF facilities under the control of facility-specific permits. In this
announcement, the EPA made it clear that facilities awaiting permits under the
BIF regulations, such as cement kilns, would be among the

first priorities to be permitted. This permitting initiative will involve
tighter scrutiny of these kilns and may require more stringent performance
standards. It is possible that data generated during the permit process in 1994
may provide sufficient information for decisions to be made regarding continued
use of hazardous waste-derived fuels by certain cement kilns in the U.S. It is,
therefore, anticipated that a certain percentage of the cement kilns presently
burning hazardous waste derived fuels will need to make significant investments
to achieve permit compliance or may decide to cease the practice of using these
fuels.

None of the kilns utilized by the Company for disposition of the waste it
collects are owned by the Company, and the kiln operators are primarily
responsible for compliance with the new regulations; however, the Company is
taking an active role in assisting the kilns with which it has exclusive
contracts in complying with such regulations. For a discussion of the impact of
the BIF regulations on the Company's results and operations, refer to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" beginning on page 22 of the Annual Report.

Clean Air Act

The Clean Air Act (CAA) was passed by Congress to control the emissions of
pollutants to the air, and requires permits to be obtained for certain sources.
In 1990, Congress amended the Clean Air Act (the "Clean Air Act Amendments" or
the "CAAAs") to require further reductions of air pollutants with specific
targets for nonattainment areas in order to meet certain ambient air quality
standards. In addition, the CAAAs require the EPA to promulgate regulations
which (i) control emissions of 189 toxic air pollutants; (ii) create uniform
operating permits for major industrial facilities similar to RCRA operating
permits; (iii) mandate the phase-out of ozone depleting chemicals; and (iv)
provide for enhanced enforcement. The Company is preparing the information
necessary to apply for operating permits for those facilities which require
such permits.

In order to meet certain ozone attainment standards, states are required to
promulgate regulations which will result in the reduction of volatile organic
compound (VOC) emissions by 15% by 1996. This will require emission reductions
at the Company's recycle centers and branches and could affect its solvents
used in nonattainment areas. The Company is working with the EPA and
appropriate state and local agencies regarding the regulation of its parts
cleaner and paint spray gun cleaner operations.

Furthermore, for new vehicles purchased after 1998, the Company will be
required to purchase a certain percentage of clean-fuel-burning vehicles
operated in nonattainment areas. The Company will also be required to implement
Employee Commute Reduction Plans, by providing car and van pooling, in non-
attainment areas where the Company has more than 100 employees.

Regulatory Fees and Taxes

State and local authorities are increasingly adopting legislation and
regulations which impose various taxes, assessments and fees upon the
generators, transporters and handlers of waste and hazardous waste. The Company
may or may not be able to pass on such taxes and fees to its customers through
price increases, depending on competitive alternatives.

CERCLA and Related Requirements

The Comprehensive Environmental Response, Compensation and Liability Act of
1980 ("CERCLA") was originally enacted in December, 1980, and amended in 1986
by the Superfund Amendments and Reauthorization Act ("SARA"). Federal funding
for the CERCLA program was reauthorized in 1990. CERCLA creates a fund of
monies ("Superfund") which can be used by the EPA and state governments to
clean up hazardous waste sites pending recovery of those costs from

defined categories of "potentially responsible parties" ("PRPs"). Most EPA
cleanup efforts are at sites listed or proposed for listing on the National
Priorities List ("NPL"). Various states have also enacted statutes which
contain provisions substantially similar to CERCLA.

Generators and transporters of hazardous substances, as well as past and
present owners and operators of hazardous release sites, are made strictly,
jointly and severally liable for the clean-up costs with respect to releases
and threatened releases of CERCLA-regulated "hazardous substances." Under
CERCLA, these responsible parties can be ordered to perform a clean-up, can be
sued for costs associated with private party or public agency clean-up, or can
voluntarily settle with the government concerning their liability for clean-up
costs.

A large portion of the materials collected by the Company are recycled or
converted into materials, such as industrial fuels, which may be used for
another purpose. The amount of material that the Company deposits at waste
sites is accordingly small in relation to the volume of materials collected by
the Company and the Company is actively engaged in a waste minimization program
to reduce this small amount even further.

Most of the Company's potential CERCLA responsibilities stem from certain
historic disposal practices in the 1970's. These practices were stopped in the
mid-to-late 1970's with the development of expanded recycling technology. The
Company has been a relatively small contributor in most waste disposal sites
utilized by the Company.

Proceedings are currently pending involving several sites with respect to
which the Company has been notified by the EPA or the appropriate state agency
that the Company may be a PRP. The Company is participating in settlement
discussions with the parties and the government at these sites. The Company's
volumetric share of the total waste at a majority of these sites is among the
smallest of the PRPs and the Company has a larger volumetric share at a
minority of these sites. Management does not believe that its ultimate
liability at the sites will be material to its financial condition, based on
the current proposals for remediation, the identification of other companies as
contributors of waste to these sites and the Company's volumetric share of the
total waste at these sites. The EPA has requested information from the Company
to ascertain if it may be a PRP at several other sites, but the Company has no
record of having dealings with any of these other sites. The Company has
already settled its liability at fourteen superfund sites.

Capital and Certain Other Expenditures Related to the Environment

A portion of the capital expenditures of the Company are, directly or
indirectly, related to protection of the environment and the prevention of
discharge of waste materials into the environment. Estimated capital
expenditures relating to compliance with current environmental laws and
regulations in the Company's existing business approximate $4 million for the
year 1994 and $10 million in the aggregate, for the years 1995 through 1998.

The Company implemented a plan in 1988 to relocate many of its U.S. branch
facilities over the succeeding five years and to remove most of the underground
storage tanks at its facilities, including the removal of single-wall
underground storage tanks at substantially all branches that had such tanks.
The plan has been substantially completed. The Company believes that moving to
above-ground storage or double-wall underground storage tanks will reduce the
possibility that the Company's ongoing operations will cause soil or
groundwater contamination.

When the Company discontinues using or, in certain cases, changes the use of
a hazardous waste management unit, formal closure procedures must be followed.
These closure procedures must be approved by federal or state environmental
authorities. In some cases, costs are incurred to complete remedial cleanup
work at the site. In addition, at certain of the Company's other operating
sites, remedial cleanup work is required as part of the RCRA Corrective Action
Program or other state and federal programs. As more fully described in Note 9
to the Consolidated Financial Statements appearing on pages 38 and 39 of the
Annual Report, the Company has accrued liabilities of

approximately $67 million as of January 1, 1994 for facility closures, remedial
cleanup work, superfund site liability and certain other environmental expenses
related to all operating and previously closed sites.

Enforcement Actions

The Company's goal is to fully comply with all environmental regulations and
other governmental requirements. The Company has instituted several programs to
enhance compliance, including suspending site operations if appropriate
corrective actions are not taken to remedy potential defects, and the creation
of Compliance Commitment Teams at each branch. These teams perform local
inspections and training, and are designed to develop and improve a local
site's capacity to manage and improve its own environmental operations. The
Company also regularly conducts corporate training courses and seminars focused
on environmental control and safety regulations, in addition to on-going weekly
field training for its site employees.

In spite of the Company's goal to fully comply with all environmental
regulations, from time to time it is likely that the nature of the Company's
business will cause it to incur governmental fines and penalties as a
consequence of its business operations. In the majority of situations where
proceedings are commenced by governmental authorities, the matters involved
relate to alleged technical violations of permits or orders under which the
Company operates, or laws and regulations to which its operations are subject,
and are the result of varying interpretations of the applicable requirements.
Generally, these proceedings result from routine inspections conducted by
federal and state regulatory agencies. In 1991, throughout its United States
facilities, 201 regulatory proceedings were brought by state or federal
authorities against the Company. In 1992, this number was reduced by 29% to
142. This number was reduced again in 1993 to 136. Administrative actions
received by the Company are counted in the year received, regardless of when
the original inspection was conducted. A number of the proceedings brought in
1993 resulted from inspections performed in previous years. Of these
administrative actions in 1993, approximately 27% of the alleged deficiencies
related to incomplete or incorrect paperwork such as labeling, manifesting and
other shipping documents. Alleged defects in site operating records, training
record keeping and other site paperwork accounted for an additional 26% of
these allegations. The Company processed over one million manifests and
completed several million individual drum labels in 1993. Throughout its
facility network, the Company maintains over 200 sets of operating records and
logs in which millions of individual entries are made annually. A clerical
error on a manifest, drum label or site paperwork can result in a violation
notice.

From time to time, the Company becomes subject to claims which allege more
than technical violations or in which the claimant seeks remedies which involve
potentially higher costs than routine technical violation claims. These claims
can be brought by either governmental authorities or private claimants. The
relief sought can involve remediation of the alleged environmental damage,
payment of damages, and (in the case of claims brought by governmental
authorities), fines and penalties.

In some cases of this type, governmental authorities may seek fines and/or
penalties from the Company which exceed $100,000 in each case. Ten such
proceedings were pending against the Company at January 1, 1994. In these
cases, the governmental authorities may allege, among other things, that at
certain of the Company's facilities, the Company is responsible for releases or
threatened releases of hazardous substances, that the Company engaged in soil
excavation or clean-up activities without obtaining requisite advance approvals
and/or that the Company committed certain manifesting, storage and waste
handling violations.

The Company's practice is to attempt to negotiate resolution of claims
against the Company and its facilities. The Company has to date been able to
resolve cases on generally satisfactory terms.

The Company is, however, prepared to contest claims or remedies which the
Company believes to be inappropriate unless and until satisfactory settlement
terms can be agreed upon. The Company paid approximately $1 million in 1993 for
environmental fines and penalties.

Based on its past experience and its knowledge of pending cases, the Company
believes it is unlikely that the Company's actual liability on the cases now
pending will be materially adverse to the Company's financial condition. It
should be noted, however, that many environmental laws are written in a way in
which the Company's potential liability can be large, and it is always possible
that the Company's actual liability on any particular environmental claim will
prove to be larger than anticipated by the Company. It is also possible that
expenses incurred in any particular reporting period for remediation costs or
for fines, penalties, or judgments could have a material impact on the
Company's earnings for that period.

FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS AND INDUSTRY
SEGMENTS

The Company operates primarily in one business segment-providing generators
of hazardous and non-hazardous liquid wastes with liquid recovery services. For
a discussion of financial information relating to foreign and domestic
operations and industry segments refer to Note 3 to the Consolidated Financial
Statements appearing on pages 32 and 33 of the Annual Report.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are:

NAME AGE POSITION
---- --- --------

Donald W. 63 Chairman, Chief Executive Officer and Director
Brinckman
John G. 53 President, Chief Operating Officer and Director
Johnson
Jr.
Hyman K. 39 Senior Vice President General Counsel
Bielsky
Robert J. 56 Senior Vice President Human Resources
Burian
Michael H. 46 Senior Vice President Marketing
Carney
Glenn R. 36 Vice President Engineering
Casbourne
Joseph 48 Senior Vice President Processing, Engineering and Oil Recovery
Chalhoub
David A. 53 Senior Vice President North American Sales and Service
Dattilo
Scott E. 39 Senior Vice President Environment, Health and Safety
Fore
F. Henry 40 Senior Vice President Strategic/Environmental Planning
Habicht
William P. 51 Senior Vice President Operations and Information
Kasko
Wallace K. 54 Vice President Information Systems
Louder
Clark J. 56 Vice President Technical Services
Rose
Robert W. 46 Senior Vice President Finance and Secretary
Willmschen
Jr.
Laurence M. 48 Treasurer
Rudnick
John 47 Controller
Rycombel

Mr. Brinckman has been Chief Executive Officer of the Company since 1968. He
served as President of the Company from 1968 to August, 1990, and December,
1991 to May, 1993. Mr Brinckman was elected Chairman of the Company's Board of
Directors in August, 1990. Mr. Brinckman is also a director of Johnson
Worldwide Associates, Inc., Racine, Wisconsin, Paychex, Inc., Rochester, New
York and Snap-On Tools Corporation, Kenosha, Wisconsin. Mr. Brinckman is
Chairman of the Executive Committee.

Mr. Johnson joined the Company in January, 1993, as Assistant to the
Chairman/CEO and was elected President, Chief Operating Officer and Director in
May, 1993. Prior to joining the Company, he served as Senior Vice President
since 1985 and Director of ARCO Chemical Company and President of ARCO Chemical
Americas, a division of ARCO Chemical Company, since 1987.

Mr. Bielsky was elected Senior Vice President General Counsel in May, 1993.
Mr. Bielsky served as Assistant General Counsel-Commercial since January, 1990,
and as Associate Counsel since joining the Company in 1987.

Mr. Burian was appointed Senior Vice President Human Resources in May, 1993.
He served as Senior Vice President Administration since August, 1990. Mr.
Burian joined the Company in July, 1986, as Vice President Personnel.

Mr. Carney was elected Senior Vice President Marketing in August, 1990. He
served as Vice President Marketing since May, 1987. He joined the Company in
1976, serving in various marketing positions until his appointment to Vice
President Marketing.

Mr. Casbourne was named Vice President Engineering in August, 1991. He served
as Vice President Engineering for the Oil Recovery Division since January,
1990. Prior to this, he served in various engineering capacities in the
Company's Oil Recovery Division and its predecessor, Breslube Enterprises,
since 1987.

Mr. Chalhoub was elected Senior Vice President, Oil Recovery Division in
August, 1990. In August, 1991, Mr. Chalhoub was assigned the additional
responsibilities of overseeing the processing and engineering departments. He
served as Vice President Oil Recovery Division since February, 1990. He has
served as President of the Company's former subsidiary, Breslube Holding Corp.,
since May, 1987.

Mr. Dattilo was named Senior Vice President North American Sales and Service
in August, 1990. He served as Vice President Corporate Branch Sales and Service
since January, 1980.

Mr. Fore was elected Senior Vice President Environment, Health and Safety in
May, 1993. He served as Vice President Environment, Health and Safety since
August, 1987, and was previously Associate General Counsel since joining the
Company in 1985.

Mr. Habicht joined the Company in March, 1993, as Senior Vice President, and
in May, 1993, he was elected Senior Vice President Strategic/Environmental
Planning. Prior to joining the Company, he served as Deputy Administrator of
the U.S. Environmental Protection Agency from 1989 to 1992. From 1987 to 1989
Mr. Habicht was Vice President of William D. Ruckelshaus Associates, an
environmental consulting firm.

Mr. Kasko was elected Senior Vice President Operations and Information in
August, 1990. He previously served as Vice President Operations since 1981.

Mr. Louder was named Vice President Information Systems in May, 1983, after
serving as Information Systems Manager since joining the Company in July, 1981.

Mr. Rose was named Vice President Technical Services in August, 1989, after
serving as Manager of Recycle Center Operations since joining the Company in
June, 1984.

Mr. Willmschen was named Senior Vice President Finance in August, 1990. He
served as Vice President Finance and Secretary since February, 1982.

Mr. Rudnick joined the Company in September, 1979, and was appointed
Treasurer in January, 1980.

Mr. Rycombel was named Controller in September, 1990. Previously, he served
as Assistant Controller since 1981.

ITEM 2. PROPERTIES

The Company owns 13 solvent recycling plants in the U.S., Puerto Rico, the
United Kingdom and Germany. In total, these plants have an annual recycling
capacity of 70 million gallons of parts cleaner solvents and 45 million gallons
of halogenated, fluorinated and flammable solvents. The total storage capacity
of these plants is approximately 10 million gallons. In addition, the Company
owns 3 fuel blending facilities, located on leased land, which have combined
storage capacity of approximately 2.4 million gallons.

The Company owns 2 oil re-refining plants with a combined annual re-refining
capacity of 119 million gallons. These plants are located in Ontario, Canada
and East Chicago, Indiana.

The Company leases 5 distribution facilities and owns 3 distribution
facilities in the U.S., United Kingdom and Germany, averaging approximately
45,000 square feet. The Company has 18 accumulation centers across the U.S. Of
these, 12 are owned and 6 are leased. A typical accumulation center is
approximately 8,000 square feet. These centers serve branches by collecting
drums of waste from the Fluid Recovery Service, Dry Cleaner Service, Paint
Refinishing Service and other small quantity generator services. As truck load
quantities are collected, they are transported from the accumulation centers to
the recycling plants.

In North America, Germany, France, Belgium, Italy, Spain, the Republic of
Ireland and the United Kingdom, the Company's sales and service representatives
operate out of 248 branch facilities. Of these, approximately 50% are leased
and 50% are owned. A typical branch is approximately 8,000 square feet.

The Company owns a 106,000 square foot plant in New Berlin, Wisconsin, where
parts cleaner machines and buffing pads are manufactured.

The Company and its subsidiaries operate approximately 2,600 van-type
vehicles, 240 straight tanker-type service vehicles, 520 pieces of over-the-
road equipment and 350 branch management vehicles, substantially all of which
are owned. The Company also leases approximately 350 railroad tanker cars.

The Company owns a 285,000 square foot corporate headquarters building
located in Elgin, Illinois and a 66,000 square foot Technical Center located in
Elk Grove Village, Illinois. The Company also owns a 128,000 square foot office
building located in Elgin, Illinois, which is being marketed for sale or lease.

ITEM 3. LEGAL PROCEEDINGS

The Company and certain of its officers and directors were named as
defendants in two lawsuits brought by individual shareholders. Both lawsuits
are currently pending in the United States District Court located in Chicago,
Illinois. In the first case, which was filed on August 7, 1992, plaintiffs
allege that defendants issued a series of public statements in press releases,
interviews, filings with the Securities and Exchange Commission and annual and
quarterly reports to shareholders that were misleading because they did not
include certain information concerning waste fluid storage problems in Puerto
Rico. In the second case, which was filed on December 18, 1992, plaintiffs
allege that

defendants failed to make timely correction of overestimates of the Company's
earnings for the seventeen-week interim reporting period ended January 2, 1993
and that defendants are responsible for other alleged misstatements and
omissions.

These lawsuits have been consolidated for purposes of settlement. On March
14, 1994 the class representatives and defendants in the consolidated action
entered into a settlement agreement. The settlement is subject, among other
things, to court approval. Under the settlement agreement, the defendants have
denied all allegations of wrongdoing or liability, but have agreed to settle
the cases to avoid lengthy and time consuming litigation and the burden,
inconvenience and expense associated with continuing the litigation.

The agreement provides for the payment of $3.575 million for the settlement
of all class claims, notice expenses, fees and expenses of plaintiffs' counsel
and other administrative fees and expenses related to the settlement. The
Company's insurance carrier has agreed to pay the majority of this settlement.
The remainder will be paid by the Company.

Reference is made to "Item 1. Business," subcaption "Regulation," for
information concerning certain environmental matters.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
interim period of the fiscal year ended January 1, 1994.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The "Market and Dividend Information" appearing on page 41 of the Annual
Report is incorporated herein by reference in response to information required
by Item 5.

ITEM 6. SELECTED FINANCIAL DATA

The "Selected Financial Data" appearing on page 27 of the Annual Report is
incorporated herein by reference in response to information required by Item 6.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing on pages 22 to 27 of the Annual Report is incorporated
herein by reference in response to information required by Item 7.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The "Report of Independent Public Accountants", Consolidated Financial
Statements and "Notes to Consolidated Financial Statements" appearing on pages
28 to 39 of the Annual Report are incorporated herein by reference in response
to information required by Item 8.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 with respect to executive officers is set
forth in Part I, Item 1 of this Annual Report on Form 10-K. The information set
forth under the headings "PROPOSAL 1: ELECTION OF DIRECTORS" and "COMMON STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Company's
definitive proxy statement for the May 13, 1994 Annual Meeting of Shareholders
(the "Proxy Statement") is herein incorporated by reference in response to the
other information required by Item 10.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the heading "EXECUTIVE COMPENSATION" in the
Proxy Statement is herein incorporated by reference in response to Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the heading "COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is herein
incorporated by reference in response to Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the headings "EXECUTIVE COMPENSATION",
"CERTAIN RELATIONSHIPS" and "DIRECTORS' COMMITTEES, MEETINGS AND COMPENSATION"
in the Proxy Statement is herein incorporated by reference in response to Item
13.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Item 14(a)1. List of Financial Statements.

The following consolidated financial statements of the Company included
on pages 28 to 39 of the Annual Report to Shareholders for the year
ended January 1, 1994 are incorporated by reference:

Consolidated Balance Sheets as of January 1, 1994 and January 2, 1993.

Consolidated Statements of Operations for the fiscal years ended
January 1, 1994, January 2, 1993 and December 28, 1991.

Consolidated Statements of Cash Flows for the fiscal years ended
January 1, 1994, January 2, 1993 and December 28, 1991.

Consolidated Statements of Shareholders' Equity for the fiscal years
ended January 1, 1994, January 2, 1993 and December 28, 1991.

Notes to Consolidated Financial Statements.

Item 14(a)2. Financial Statement Schedules.

The following Consolidated Financial Statement Schedules of Safety-
Kleen Corp. and Subsidiaries are included in response to Item 14(d):

PAGE
NO.
----

Report of Independent Public Accountants............................. 18
Schedule V--Equipment at Customers and Property...................... 19
Schedule VI--Accumulated Depreciation of Equipment at Customers and
Property............................................................. 20
Schedule VIII--Allowance for Doubtful Accounts....................... 21
Schedule X--Supplementary Income Statement Information............... 22

Schedules other than those listed above are omitted as the information
is not required or not applicable, or the required information is shown
in the financial statements or notes thereto.

Item 14(a)3. List of Exhibits.

NUMBER DESCRIPTION
------ -----------

4.3 Board of Directors' Resolution executed in connection with the
future issuance and sale of up to $100 million aggregate
principal amount of Series A Medium Term Notes. (2)
10.1 Safety-Kleen Management Incentive Plan.*
10.2 Employment Contract dated February 5, 1988, as amended August
16, 1988, between Donald W. Brinckman (Chairman of the Board)
and Safety-Kleen
Corp. (1)
10.3 Employment Agreement and Addendum to Severance Agreement dated
January 11, 1993, between John G. Johnson, Jr. and Safety-Kleen
Corp.*
10.4 Safety-Kleen Corp. 1985 Stock Option Plan. (3)*
10.5 Form of Safety-Kleen Corp. Severance Agreement. (3)*
10.5.1 Schedule of Participants to Safety-Kleen Corp. Severance
Agreement.*
10.6 Safety-Kleen Corp. 1988 Non-Qualified Stock Option Plan for
Outside Directors. (1)*
10.7 Safety-Kleen Corp. 1993 Stock Option Plan. (5)*
10.8 Credit Agreement dated March 25, 1988, among the Chase Manhattan
Bank, N.A., The Northern Trust Company, the NBD Bank, N.A. and
the First National Bank of Chicago. (5)
10.8.1 First Amendment dated December 30, 1988, to Credit Agreement
dated March 25, 1988. (5)
10.8.2 Second Amendment dated March 22, 1991, to Credit Agreement dated
March 25, 1988. (5)
10.8.3 Third Amendment and Consent dated December 1, 1993, to Credit
Agreement dated March 25, 1988.
10.9 Credit Agreement dated March 20, 1992, among the Chase Manhattan
Bank, N.A., the Northern Trust Company, the NBD Bank, N.A. and
the First National Bank of Chicago. (5)
10.9.1 Amendment No. 1 and Consent dated December 1, 1993, to Credit
Agreement dated March 20, 1992.
10.10 Safety-Kleen Corp. Excess Benefit Plan. (5)*
13 Annual Report to Shareholders for the year ended January 1,
1994.
21 Subsidiaries of the Registrant. (3)
23 Consent of Experts.

-------------------------
(1) Previously filed and incorporated herein by reference from
Registrant's Current Report on Form 8-K, dated November 10, 1988.
(2) Previously filed and incorporated herein by reference from
Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended September 9, 1989.
(3) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 29, 1990.
(4) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 28, 1991.

(5) Previously filed and incorporated herein by reference from
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 2, 1993.

*Indicates each management or compensatory plan or arrangement
required to be filed as an exhibit to this form pursuant to Item
14(c) of this report.

(Copies of these exhibits can be obtained from the Company for its
reasonable out-of-pocket expense for furnishing such copies.)

Item 14(b). Reports on Form 8-K.

On December 15, 1993, the Company filed a current report on Form 8-K
with the Commission to disclose the details of its restructuring
plan.

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 ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

Safety-Kleen Corp.

Date: March 25, 1994 By: /s/ Robert W. Willmschen, Jr.
- ------------------------------------- -------------------------------------
Senior Vice President Finance
and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Donald W. Brinckman
- ------------------------------------
Donald W. Brinckman Chairman, Chief Executive
Officer, and Director March 25, 1994
/s/ John G. Johnson, Jr.
- ------------------------------------
John G. Johnson, Jr. President, Chief Operating
Officer and Director March 25, 1994
/s/ Robert W. Willmschen, Jr.
- ------------------------------------
Robert W. Willmschen, Jr. Senior Vice President
Finance, Chief Financial
Officer March 25, 1994
/s/ John Rycombel
- ------------------------------------
John Rycombel Controller, Chief Accounting
Officer March 25, 1994

- ------------------------------------
Kenneth L. Block Director
/s/ Richard T. Farmer
- ------------------------------------
Richard T. Farmer Director March 25, 1994
/s/ Russell A. Gwillim
- ------------------------------------
Russell A. Gwillim Director March 25, 1994
/s/ Edgar D. Jannotta
- ------------------------------------
Edgar D. Jannotta Director March 25, 1994
/s/ Karl G. Otzen
- ------------------------------------
Karl G. Otzen Director March 25, 1994
/s/ Paul D. Schrage
- ------------------------------------
Paul D. Schrage Director March 25, 1994
/s/ W. Gordon Wood
- ------------------------------------
W. Gordon Wood Director March 25, 1994

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of Safety-Kleen Corp.:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Safety-Kleen Corp. annual
report to shareholders incorporated by reference into this Form 10-K, and have
issued our report thereon dated February 10, 1994. Our report on the
consolidated financial statements includes an explanatory paragraph with
respect to the changes in the methods of accounting for post-retirement
benefits other than pensions and accounting for income taxes, effective
December 29, 1991, as discussed in Notes 7 and 8 to the consolidated financial
statements. Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Supplemental Schedules V, VI,
VIII and X are the responsibility of the Company's management and are presented
for purposes of complying with the Securities and Exchange Commission's rules
and are not part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly state in all material
respects, the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.

/s/ ARTHUR ANDERSEN & CO.
Arthur Andersen & Co.

Chicago, Illinois,
February 10, 1994

SCHEDULE V

SAFETY-KLEEN CORP. AND SUBSIDIARIES

EQUIPMENT AT CUSTOMERS AND PROPERTY

FOR THE THREE YEARS ENDED JANUARY 1, 1994
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

BALANCE
AT WRITEDOWN DUE BALANCE
BEGINNING ADDITIONS TO AT END
OF YEAR AT COST RETIREMENTS RESTRUCTURE(1) OTHER(2) OF YEAR
--------- --------- ----------- -------------- -------- --------
(EXPRESSED IN THOUSANDS)

Year ended December 28,
1991:
Equipment at
customers............ $ 94,534 $ 23,581 $ 9,123 -- $ 551 $109,543
======== ======== ======= ======= ======== ========
Land.................. $ 33,912 $ 6,758 $ 240 -- $ 704 $ 41,134
Building and
improvements......... 127,431 40,203 407 -- (2,297) 164,930
Leasehold
improvements......... 22,895 2,371 62 -- (334) 24,870
Machinery and
equipment............ 244,208 76,985 1,517 -- 835 320,511
Autos and trucks...... 110,126 31,764 4,644 -- (34) 137,212
-------- -------- ------- ------- -------- --------
$538,572 $158,081 $ 6,870 -- $ (1,126) $688,657
======== ======== ======= ======= ======== ========
Year ended January 2,
1993:
Equipment at
customers............ $109,543 $ 16,505 $ 9,906 -- $ (3,019) $113,123
======== ======== ======= ======= ======== ========
Land.................. $ 41,134 $ 4,814 $ 92 -- $ (1,041) $ 44,815
Building and
improvements......... 164,930 49,635 144 -- (3,467) 210,954
Leasehold
improvements......... 24,870 6,819 504 -- (1,236) 29,949
Machinery and
equipment............ 320,511 54,973 8,798 -- (6,803) 359,883
Autos and trucks...... 137,212 16,596 7,540 -- (3,313) 142,955
-------- -------- ------- ------- -------- --------
$688,657 $132,837 $17,078 -- $(15,860) $788,556
======== ======== ======= ======= ======== ========
Year ended January 1,
1994:
Equipment at
customers............ $113,123 $ 20,846 $13,794 $26,489 $ 262 $ 93,948
======== ======== ======= ======= ======== ========
Land.................. $ 44,815 $ 5,213 $ 2,044 $ 932 $ (401) $ 46,651
Building and
improvements......... 210,954 24,294 2,423 9,033 (711) 223,081
Leasehold
improvements......... 29,949 3,550 2,326 1,231 (668) 29,274
Machinery and
equipment............ 359,883 30,647 6,656 41,181 (699) 341,994
Autos and trucks...... 142,955 11,287 7,205 215 (632) 146,190
-------- -------- ------- ------- -------- --------
$788,556 $ 74,991 $20,654 $52,592 $ (3,111) $787,190
======== ======== ======= ======= ======== ========

NOTES:

1. The Company implemented a restructuring plan during the fourth interim
period of the fiscal year ended January 1, 1994. For a further discussion
of the restructuring plan, refer to "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Restructuring and Special
Charges" on page 26 of the Annual Report.

2. "Other" in all years includes cumulative translation adjustments. Other,
for fiscal years ended December 28, 1991 and January 2, 1993, also includes
the reclassification of property from leasehold improvements to buildings
and improvements and machinery and equipment to reflect the Company's
purchase of previously leased facilities.

3. Depreciation is computed principally using the straight-line method.
Generally, the rates of depreciation are 2.5% for buildings and
improvements, 10.0% for leasehold improvements, and 5.0% to 33.3% for
machinery and equipment, and equipment at customers. Depreciation of autos
and trucks is computed using the straight-line and sum-of-years-digits
methods. Auto and truck lives range from four to ten years.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

SCHEDULE VI

SAFETY-KLEEN CORP. AND SUBSIDIARIES

ACCUMULATED DEPRECIATION OF EQUIPMENT AT CUSTOMERS AND PROPERTY

ADDITIONS
BALANCE AT CHARGED WRITEDOWN DUE BALANCE
BEGINNING TO COST & TO AT END
OF YEAR EXPENSE RETIREMENTS RESTRUCTURE(1) OTHER(2) OF YEAR
---------- --------- ----------- -------------- -------- --------
(EXPRESSED IN THOUSANDS)

Year ended December 28,
1991:
Equipment at
customers............ $ 31,372 $ 6,470 $ 7,678 -- $ 554 $ 30,718
======== ======= ======= ======= ======= ========
Building and
improvements......... $ 12,302 $ 5,998 $ 20 -- $ (729) $ 17,551
Leasehold
improvements......... 11,596 2,593 5 -- 813 14,997
Machinery and
equipment............ 54,164 19,795 419 -- (15) 73,525
Autos and trucks...... 45,493 16,379 4,615 -- 697 57,954
-------- ------- ------- ------- ------- --------
$123,555 $44,765 $ 5,059 -- $ 766 $164,027
======== ======= ======= ======= ======= ========
Year ended January 2,
1993:
Equipment at
customers............ $ 30,718 $10,920 $ 6,863 -- $(2,064) $ 32,711
======== ======= ======= ======= ======= ========
Building and
improvements......... $ 17,551 $ 6,266 $ 33 -- $(2,066) $ 21,718
Leasehold
improvements......... 14,997 3,364 308 -- 522 18,575
Machinery and
equipment............ 73,525 23,213 2,057 -- (3,401) 91,280
Autos and trucks...... 57,954 19,951 6,958 -- 1,079 72,026
-------- ------- ------- ------- ------- --------
$164,027 $52,794 $ 9,356 -- $(3,866) $203,599
======== ======= ======= ======= ======= ========
Year ended January 1,
1994:
Equipment at
customers............ $ 32,711 $ 9,297 $10,261 $ 1,822 $ 997 $ 30,922
======== ======= ======= ======= ======= ========
Building and
improvements......... $ 21,718 $ 7,559 $ 583 $ 1,564 $(2,172) $ 24,958
Leasehold
improvements......... 18,575 3,013 1,970 84 1,812 21,346
Machinery and
equipment............ 91,280 27,643 6,249 10,081 2,304 104,897
Auto and trucks....... 72,026 18,296 6,096 124 (1,332) 82,770
-------- ------- ------- ------- ------- --------
$203,599 $56,511 $14,898 $11,853 $ 612 $233,971
======== ======= ======= ======= ======= ========

NOTES:

2. "Other" in all years includes cumulative translation adjustments. Other,
for fiscal years ended December 28, 1991 and January 2, 1993, also include
the reclassification of property from leasehold improvements to buildings
and improvements and machinery and equipment to reflect the Company's
purchase of previously leased facilities.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SCHEDULE VIII

SAFETY-KLEEN CORP. AND SUBSIDIARIES

ALLOWANCE FOR DOUBTFUL ACCOUNTS

FOR THE THREE YEARS ENDED JANUARY 1, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FISCAL YEAR ENDED
----------------------------------
JANUARY 1, JANUARY 2, DECEMBER 28,
1994 1993 1991
---------- ---------- ------------
(EXPRESSED IN THOUSANDS)

Balance at beginning of year................. $ 7,399 $ 7,250 $ 5,278
Provision charged to operating expenses...... 6,822 7,053 6,921
Write-offs net of recoveries................. (5,789) (6,904) (4,949)
------- ------- -------
Balance at end of year....................... $ 8,432 $ 7,399 $ 7,250
======= ======= =======

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SCHEDULE X

SAFETY-KLEEN CORP. AND SUBSIDIARIES

SUPPLEMENTARY INCOME STATEMENT INFORMATION

FOR THE THREE YEARS ENDED JANUARY 1, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

FISCAL YEAR ENDED
----------------------------------
JANUARY 1, JANUARY 2, DECEMBER 28,
1994 1993 1991
---------- ---------- ------------
(EXPRESSED IN THOUSANDS)

Maintenance and repairs. $31,627 $28,579 $26,450
======= ======= =======
Amortization of
Intangible and Other
Assets................. $15,525 $11,939 $ 9,068
======= ======= =======
Taxes other than income
or payroll............. $11,202 $10,197 $ 8,597
======= ======= =======

NOTE:

Royalties and advertising costs individually are less than 1% of consolidated
revenue.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

EXHIBIT INDEX

NUMBER DESCRIPTION
------ -----------

3.1 Articles of Incorporation of the Registrant. (4)
3.2 By-Laws of the Registrant. (4)
3.3 Form of Rights Agreement, dated November 9, 1988, between
Safety-Kleen Corp. and the First National Bank of Chicago. (1)
4.1 Indenture Agreement dated August 15, 1989, between Safety-Kleen
Corp. and the Chase Manhattan Bank, executed in connection with
the Company's issuance and sale from time to time of up to $200
million aggregate principal amount of Debt Securities. (2)
4.2 Board of Directors' Resolution executed in connection with the
issuance and sale of $100 million aggregate principal amount of
9.25% Senior Notes due September 15, 1999. (2)
4.3 Board of Directors' Resolution executed in connection with the
future issuance and sale of up to $100 million aggregate
principal amount of Series A Medium Term Notes. (2)
10.1 Safety-Kleen Management Incentive Plan.*
10.2 Employment Contract dated February 5, 1988, as amended August
16, 1988, between Donald W. Brinckman (Chairman of the Board)
and Safety-Kleen
Corp. (1)
10.3 Employment Agreement and Addendum to Severance Agreement dated
January 11, 1993, between John G. Johnson, Jr. and Safety-Kleen
Corp.*
10.4 Safety-Kleen Corp. 1985 Stock Option Plan. (3)*
10.5 Form of Safety-Kleen Corp. Severance Agreement. (3)*
10.5.1 Schedule of Participants to Safety-Kleen Corp. Severance
Agreement.*
10.6 Safety-Kleen Corp. 1988 Non-Qualified Stock Option Plan for
Outside Directors. (1)*
10.7 Safety-Kleen Corp. 1993 Stock Option Plan. (5)*
10.8 Credit Agreement dated March 25, 1988, among the Chase Manhattan
Bank, N.A., The Northern Trust Company, the NBD Bank, N.A. and
the First National Bank of Chicago. (5)
10.8.1 First Amendment dated December 30, 1988, to Credit Agreement
dated March 25, 1988. (5)
10.8.2 Second Amendment dated March 22, 1991, to Credit Agreement dated
March 25, 1988. (5)
10.8.3 Third Amendment and Consent dated December 1, 1993, to Credit
Agreement dated March 25, 1988.
10.9 Credit Agreement dated March 20, 1992, among the Chase Manhattan
Bank, N.A., the Northern Trust Company, the NBD Bank, N.A. and
the First National Bank of Chicago. (5)
10.9.1 Amendment No. 1 and Consent dated December 1, 1993, to Credit
Agreement dated March 20, 1992.
10.10 Safety-Kleen Corp. Excess Benefit Plan. (5)*
13 Annual Report to Shareholders for the year ended January 1,
1994.
21 Subsidiaries of the Registrant. (3)
23 Consent of Experts.

*Indicates each management or compensatory plan or arrangement
required to be filed as an exhibit to this form pursuant to Item
14(c) of this report.