GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION The 2020 Notes and 2021 Notes are guaranteed by substantially all of the Company's subsidiaries organized in the United States. Each guarantor for the 2020 Notes and 2021 Notes is a 100% owned subsidiary of the Company and its guarantee is both full and unconditional and joint and several. The 2020 Notes and 2021 Notes are not guaranteed by the Company’s Canadian or other foreign subsidiaries. The following presents supplemental condensed consolidating financial information for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively. Revision of Previously Reported Condensed Consolidating Information - As discussed further in the Company's 2014 Annual Report on Form 10-K, during preparation of the December 31, 2014 financial statements, management determined that certain amounts in the Company’s condensed consolidating financial information as previously presented in this Guarantor And Non-Guarantor Subsidiaries footnote for the period ended September 30, 2014 was not presented in accordance with the requirements of Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). The accompanying financial information related to the period ended September 30, 2014 has therefore been revised to correct the historical presentation. The revisions primarily relate to the following items: • (Benefit) provision for income taxes - Excess provision for income taxes was allocated to Clean Harbors, Inc. and under allocated to U.S. Guarantor Subsidiaries. • Equity in earnings of subsidiaries, net of tax - interest expense resulting from transactions between the U.S. Guarantor Subsidiaries and Foreign Non-Guarantor Subsidiaries was incorrectly excluded in the application of the equity method of accounting required by Rule 3-10 resulting in an overstatement of equity in earnings of subsidiaries, net of tax, as reflected in the financial information for the U.S. Guarantor Subsidiaries. These revisions impacted the condensed consolidating information for the period ended September 30, 2014 as presented in this footnote only and did not affect any of the Company's consolidated financial statements or ratios based thereon. There was no impact to the Company's loan covenants as a result of these corrections. Following is the condensed consolidating balance sheet at September 30, 2015 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 11,008 $ 66,074 $ 102,109 $ — $ 179,191 Intercompany receivables 156,833 210,159 30,572 (397,564 ) — Accounts receivable, net — 493,459 106,824 — 600,283 Other current assets — 220,901 72,180 — 293,081 Property, plant and equipment, net — 1,056,190 475,358 — 1,531,548 Investments in subsidiaries 2,566,095 547,520 — (3,113,615 ) — Intercompany debt receivable — 285,385 3,701 (289,086 ) — Goodwill — 359,068 88,850 — 447,918 Permits and other intangibles, net — 441,639 77,356 — 518,995 Other long-term assets 14,342 9,039 5,464 — 28,845 Total assets $ 2,748,278 $ 3,689,434 $ 962,414 $ (3,800,265 ) $ 3,599,861 Liabilities and Stockholders’ Equity: Current liabilities $ 18,558 $ 523,971 $ 82,487 $ — $ 625,016 Intercompany payables 208,298 187,406 1,860 (397,564 ) — Closure, post-closure and remedial liabilities, net — 155,386 19,291 — 174,677 Long-term obligations 1,395,000 — — — 1,395,000 Intercompany debt payable 3,701 — 285,385 (289,086 ) — Other long-term liabilities — 256,576 25,871 — 282,447 Total liabilities 1,625,557 1,123,339 414,894 (686,650 ) 2,477,140 Stockholders’ equity 1,122,721 2,566,095 547,520 (3,113,615 ) 1,122,721 Total liabilities and stockholders’ equity $ 2,748,278 $ 3,689,434 $ 962,414 $ (3,800,265 ) $ 3,599,861 Following is the condensed consolidating balance sheet at December 31, 2014 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 1,006 $ 154,147 $ 91,726 $ — $ 246,879 Intercompany receivables 133,219 156,920 39,724 (329,863 ) — Accounts receivables — 414,205 142,926 — 557,131 Other current assets — 241,232 81,191 — 322,423 Property, plant and equipment, net — 970,757 588,077 — 1,558,834 Investments in subsidiaries 2,694,727 663,191 — (3,357,918 ) — Intercompany debt receivable — 327,634 3,701 (331,335 ) — Goodwill — 324,930 127,739 — 452,669 Permits and other intangibles, net — 435,906 94,174 — 530,080 Other long-term assets 16,801 12,959 6,502 — 36,262 Total assets $ 2,845,753 $ 3,701,881 $ 1,175,760 $ (4,019,116 ) $ 3,704,278 Liabilities and Stockholders’ Equity: Current liabilities $ 20,820 $ 444,059 $ 107,592 $ — $ 572,471 Intercompany payables 163,361 164,231 2,271 (329,863 ) — Closure, post-closure and remedial liabilities, net — 158,622 25,109 — 183,731 Long-term obligations 1,395,000 — — — 1,395,000 Intercompany debt payable 3,701 — 327,634 (331,335 ) — Other long-term liabilities — 240,242 49,963 — 290,205 Total liabilities 1,582,882 1,007,154 512,569 (661,198 ) 2,441,407 Stockholders’ equity 1,262,871 2,694,727 663,191 (3,357,918 ) 1,262,871 Total liabilities and stockholders’ equity $ 2,845,753 $ 3,701,881 $ 1,175,760 $ (4,019,116 ) $ 3,704,278 Following is the consolidating statement of income (loss) for the three months ended September 30, 2015 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 612,814 $ 162,680 $ (14,827 ) $ 760,667 Product revenues — 117,653 17,591 (2,545 ) 132,699 Total revenues — 730,467 180,271 (17,372 ) 893,366 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 413,878 124,625 (14,827 ) 523,676 Product cost of revenues — 101,778 11,737 (2,545 ) 110,970 Total cost of revenues — 515,656 136,362 (17,372 ) 634,646 Selling, general and administrative expenses 25 72,811 20,277 — 93,113 Accretion of environmental liabilities — 2,277 300 — 2,577 Depreciation and amortization — 46,951 22,109 — 69,060 Goodwill impairment charge — — — — — (Loss) income from operations (25 ) 92,772 1,223 — 93,970 Other income (expense) — 204 (343 ) — (139 ) Interest (expense) income (19,671 ) 613 41 — (19,017 ) Equity in earnings of subsidiaries, net of taxes 52,046 (2,341 ) — (49,705 ) — Intercompany interest income (expense) — 5,666 (5,666 ) — — Income (loss) before provision for income taxes 32,350 96,914 (4,745 ) (49,705 ) 74,814 (Benefit) provision for income taxes (7,878 ) 44,868 (2,404 ) — 34,586 Net income (loss) 40,228 52,046 (2,341 ) (49,705 ) 40,228 Other comprehensive loss (53,541 ) (53,541 ) (34,150 ) 87,691 (53,541 ) Comprehensive loss $ (13,313 ) $ (1,495 ) $ (36,491 ) $ 37,986 $ (13,313 ) Following is the consolidating statement of income (loss) for the three months ended September 30, 2014 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 420,906 $ 235,569 $ 746 $ 657,221 Product revenues — 167,492 26,713 39 194,244 Total revenues — 588,398 262,282 785 851,465 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 265,940 173,575 746 440,261 Product cost of revenues — 149,270 8,837 39 158,146 Total cost of revenues — 415,210 182,412 785 598,407 Selling, general and administrative expenses 25 71,139 28,537 — 99,701 Accretion of environmental liabilities — 2,295 347 — 2,642 Depreciation and amortization — 44,305 25,744 — 70,049 Goodwill impairment charge — 105,466 17,948 — 123,414 (Loss) income from operations (25 ) (50,017 ) 7,294 — (42,748 ) Other income (expense) — 2,592 (1,979 ) — 613 Interest (expense) income (19,622 ) 85 43 — (19,494 ) Equity in earnings of subsidiaries, net of taxes (81,549 ) (7,361 ) — 88,910 — Intercompany interest income (expense) — 6,148 (6,148 ) — — Loss before (benefit) provision for income taxes (101,196 ) (48,553 ) (790 ) 88,910 (61,629 ) (Benefit) provision for income taxes (7,859 ) 32,996 6,571 — 31,708 Net loss (93,337 ) (81,549 ) (7,361 ) 88,910 (93,337 ) Other comprehensive (loss) income (49,092 ) (49,092 ) 32,335 16,757 (49,092 ) Comprehensive (loss) income $ (142,429 ) $ (130,641 ) $ 24,974 $ 105,667 $ (142,429 ) Following is the consolidating statement of income (loss) for the nine months ended September 30, 2015 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 1,659,739 $ 546,790 $ (48,185 ) $ 2,158,344 Product revenues — 349,524 63,239 (9,014 ) 403,749 Total revenues — 2,009,263 610,029 (57,199 ) 2,562,093 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 1,106,591 426,530 (48,185 ) 1,484,936 Product cost of revenues — 315,322 42,597 (9,014 ) 348,905 Total cost of revenues — 1,421,913 469,127 (57,199 ) 1,833,841 Selling, general and administrative expenses 75 247,472 73,699 — 321,246 Accretion of environmental liabilities — 6,870 925 — 7,795 Depreciation and amortization — 137,354 67,835 — 205,189 Goodwill impairment charge — 4,164 27,828 — 31,992 (Loss) income from operations (75 ) 191,490 (29,385 ) — 162,030 Other income (expense) — 483 (873 ) — (390 ) Interest (expense) income (58,962 ) 1,115 143 — (57,704 ) Equity in earnings of subsidiaries, net of taxes 78,956 (38,920 ) — (40,036 ) — Intercompany interest income (expense) — 17,679 (17,679 ) — — Income (loss) before (benefit) provision for income taxes 19,919 171,847 (47,794 ) (40,036 ) 103,936 (Benefit) provision for income taxes (23,615 ) 92,891 (8,874 ) — 60,402 Net income (loss) 43,534 78,956 (38,920 ) (40,036 ) 43,534 Other comprehensive loss (118,713 ) (118,713 ) (76,752 ) 195,465 (118,713 ) Comprehensive loss $ (75,179 ) $ (39,757 ) $ (115,672 ) $ 155,429 $ (75,179 ) Following is the consolidating statement of income (loss) for the nine months ended September 30, 2014 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 1,325,266 $ 647,469 $ (10,664 ) $ 1,962,071 Product revenues — 475,429 122,343 (3,231 ) 594,541 Total revenues — 1,800,695 769,812 (13,895 ) 2,556,612 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 872,999 471,108 (10,664 ) 1,333,443 Product cost of revenues — 403,007 97,857 (3,231 ) 497,633 Total cost of revenues — 1,276,006 568,965 (13,895 ) 1,831,076 Selling, general and administrative expenses 82 241,317 92,995 — 334,394 Accretion of environmental liabilities — 6,931 1,044 — 7,975 Depreciation and amortization — 128,496 76,984 — 205,480 Goodwill impairment charge — 105,466 17,948 — 123,414 (Loss) income from operations (82 ) 42,479 11,876 — 54,273 Other income — 2,716 1,420 — 4,136 Interest (expense) income (58,968 ) 537 1 — (58,430 ) Equity in earnings of subsidiaries, net of taxes (20,275 ) (13,525 ) — 33,800 — Intercompany dividend income — — 6,238 (6,238 ) — Intercompany interest income (expense) — 24,368 (24,368 ) — — (Loss) income before (benefit) provision for income taxes (79,325 ) 56,575 (4,833 ) 27,562 (21 ) (Benefit) provision for income taxes (23,620 ) 76,850 2,454 — 55,684 Net loss (55,705 ) (20,275 ) (7,287 ) 27,562 (55,705 ) Other comprehensive (loss) income (54,561 ) (54,561 ) 9,090 45,471 (54,561 ) Comprehensive (loss) income $ (110,266 ) $ (74,836 ) $ 1,803 $ 73,033 $ (110,266 ) Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2015 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from operating activities $ 9,503 $ 240,713 $ 59,377 $ — $ 309,593 Cash flows used in investing activities: Additions to property, plant and equipment — (162,329 ) (27,670 ) — (189,999 ) Proceeds from sales of fixed assets — 1,177 2,563 — 3,740 Acquisitions, net of cash acquired — (79,610 ) — — (79,610 ) Costs to obtain or renew permits — (4 ) (4,629 ) — (4,633 ) Intercompany — (71,182 ) 71,182 — Net cash used in investing activities — (311,948 ) (29,736 ) 71,182 (270,502 ) Cash flows used in financing activities: Change in uncashed checks — (16,635 ) (5,247 ) — (21,882 ) Exercise of stock options 397 — — — 397 Issuance of restricted shares, net of shares remitted (2,027 ) — — — (2,027 ) Repurchases of common stock (69,155 ) — — — (69,155 ) Excess tax benefit of stock-based compensation 102 — — — 102 Payments on capital leases — (203 ) (297 ) — (500 ) Intercompany 71,182 — — (71,182 ) — Net cash used in financing activities 499 (16,838 ) (5,544 ) (71,182 ) (93,065 ) Effect of exchange rate change on cash — — (13,714 ) — (13,714 ) Increase (decrease) in cash and cash equivalents 10,002 (88,073 ) 10,383 — (67,688 ) Cash and cash equivalents, beginning of period 1,006 154,147 91,726 — 246,879 Cash and cash equivalents, end of period $ 11,008 $ 66,074 $ 102,109 $ — $ 179,191 Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2014 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash (used in) from operating activities $ (5,193 ) $ 139,640 $ 80,178 $ (18,586 ) $ 196,039 Cash flows used in investing activities: Additions to property, plant and equipment — (133,320 ) (65,557 ) — (198,877 ) Proceeds from sale of fixed assets — 3,634 2,279 — 5,913 Acquisitions, net of cash acquired — (6,150 ) — — (6,150 ) Costs to obtain or renew permits — (589 ) (4,854 ) — (5,443 ) Proceeds from sale of long term investments — — 12,947 — 12,947 Intercompany — (55,997 ) — 55,997 — Other — — 914 914 Net cash used in investing activities — (192,422 ) (54,271 ) 55,997 (190,696 ) Cash flows from (used in) financing activities: Change in uncashed checks — 579 (1,170 ) — (591 ) Proceeds from employee stock purchase plan 4,364 — — — 4,364 Issuance of restricted shares, net of shares remitted (2,668 ) — — — (2,668 ) Repurchases of common stock (48,329 ) — — — (48,329 ) Excess tax benefit of stock-based compensation 829 — — — 829 Repayment of long-term obligations (5,000 ) — — — (5,000 ) Payments of capital leases — (129 ) (1,553 ) — (1,682 ) Dividends paid — (18,586 ) — 18,586 — Intercompany 55,997 — — (55,997 ) — Net cash from (used in) financing activities 5,193 (18,136 ) (2,723 ) (37,411 ) (53,077 ) Effect of exchange rate change on cash — — (4,318 ) — (4,318 ) Decrease in cash and cash equivalents — (70,918 ) 18,866 — (52,052 ) Cash and cash equivalents, beginning of period 1,006 235,445 73,622 — 310,073 Cash and cash equivalents, end of period $ 1,006 $ 164,527 $ 92,488 $ — $ 258,021 |