GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION The 2020 Notes and the 2021 Notes are guaranteed by substantially all of the Company's subsidiaries organized in the United States. Each guarantor for the 2020 Notes and the 2021 Notes is a 100% owned subsidiary of Clean Harbors, Inc. and its guarantee is both full and unconditional and joint and several. The guarantees, are however, subject to customary release provisions under which, in particular, the guarantee of any of our domestic restricted subsidiaries will be released if we sell such subsidiary to an unrelated third party in accordance with the terms of the indenture which governs the notes. The 2020 Notes and the 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. As discussed further in Note 10, “Financing Arrangements,” to our consolidated financial statements included herein, during the three months ended March 31, 2016, the Parent Company issued through a private placement $ 250.0 million aggregate principal amount as additional notes under the 2021 Notes. In connection with this offering the proceeds were then transferred to the US Guarantor Subsidiaries and are reflected as an investment to the Parent Company in the US Guarantor subsidiaries for the period ending March 31, 2016. Following is the condensed consolidating balance sheet at March 31, 2016 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 56,028 $ 219,856 $ 79,461 $ — $ 355,345 Intercompany receivables 172,776 283,034 38,065 (493,875 ) — Accounts receivable, net — 380,873 77,428 — 458,301 Other current assets — 185,171 64,804 — 249,975 Property, plant and equipment, net — 1,129,262 467,610 — 1,596,872 Investments in subsidiaries 2,832,086 524,500 — (3,356,586 ) — Intercompany debt receivable — 278,018 3,701 (281,719 ) — Goodwill — 369,400 91,242 — 460,642 Permits and other intangibles, net — 429,388 73,144 — 502,532 Other long-term assets 1,626 9,457 6,925 — 18,008 Total assets $ 3,062,516 $ 3,808,959 $ 902,380 $ (4,132,180 ) $ 3,641,675 Liabilities and Stockholders’ Equity: Current liabilities $ 22,124 $ 382,100 $ 61,286 $ — $ 465,510 Intercompany payables 288,515 203,542 1,818 (493,875 ) — Closure, post-closure and remedial liabilities, net — 152,767 15,205 — 167,972 Long-term obligations 1,631,603 — — — 1,631,603 Intercompany debt payable 3,701 — 278,018 (281,719 ) — Other long-term liabilities — 238,464 21,553 — 260,017 Total liabilities 1,945,943 976,873 377,880 (775,594 ) 2,525,102 Stockholders’ equity 1,116,573 2,832,086 524,500 (3,356,586 ) 1,116,573 Total liabilities and stockholders’ equity $ 3,062,516 $ 3,808,959 $ 902,380 $ (4,132,180 ) $ 3,641,675 Following is the condensed consolidating balance sheet at December 31, 2015 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 11,017 $ 83,479 $ 90,212 $ — $ 184,708 Intercompany receivables 164,709 213,243 39,804 (417,756 ) — Accounts receivables — 404,580 91,424 — 496,004 Other current assets — 179,969 60,515 — 240,484 Property, plant and equipment, net — 1,082,466 450,001 — 1,532,467 Investments in subsidiaries 2,547,307 522,067 — (3,069,374 ) — Intercompany debt receivable — 260,957 3,701 (264,658 ) — Goodwill — 367,306 85,799 — 453,105 Permits and other intangibles, net — 435,080 71,738 — 506,818 Other long-term assets 1,068 10,274 6,500 — 17,842 Total assets $ 2,724,101 $ 3,559,421 $ 899,694 $ (3,751,788 ) $ 3,431,428 Liabilities and Stockholders’ Equity: Current liabilities $ 20,813 $ 424,588 $ 71,719 $ — $ 517,120 Intercompany payables 220,762 195,287 1,707 (417,756 ) — Closure, post-closure and remedial liabilities, net — 153,190 14,656 — 167,846 Long-term obligations 1,382,543 — — — 1,382,543 Intercompany debt payable 3,701 — 260,957 (264,658 ) — Other long-term liabilities — 239,049 28,588 — 267,637 Total liabilities 1,627,819 1,012,114 377,627 (682,414 ) 2,335,146 Stockholders’ equity 1,096,282 2,547,307 522,067 (3,069,374 ) 1,096,282 Total liabilities and stockholders’ equity $ 2,724,101 $ 3,559,421 $ 899,694 $ (3,751,788 ) $ 3,431,428 Following is the consolidating statement of operations for the three months ended March 31, 2016 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 428,477 $ 114,023 $ (12,269 ) $ 530,231 Product revenues — 89,588 18,713 (2,449 ) 105,852 Total revenues — 518,065 132,736 (14,718 ) 636,083 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 282,964 103,291 (12,269 ) 373,986 Product cost of revenues — 79,354 13,388 (2,449 ) 90,293 Total cost of revenues — 362,318 116,679 (14,718 ) 464,279 Selling, general and administrative expenses 24 80,655 23,805 — 104,484 Accretion of environmental liabilities — 2,290 215 — 2,505 Depreciation and amortization — 48,695 20,207 — 68,902 (Loss) income from operations (24 ) 24,107 (28,170 ) — (4,087 ) Other expense — (88 ) (262 ) — (350 ) Interest (expense) income (20,143 ) 1,111 52 — (18,980 ) Equity in earnings of subsidiaries, net of taxes (8,771 ) (26,495 ) — 35,266 — Intercompany interest income (expense) — 5,159 (5,159 ) — — (Loss) income before (benefit) provision for income taxes (28,938 ) 3,794 (33,539 ) 35,266 (23,417 ) (Benefit) provision for income taxes (8,067 ) 12,565 (7,044 ) — (2,546 ) Net loss (20,871 ) (8,771 ) (26,495 ) 35,266 (20,871 ) Other comprehensive income 45,837 45,837 28,927 (74,764 ) 45,837 Comprehensive income $ 24,966 $ 37,066 $ 2,432 $ (39,498 ) $ 24,966 Following is the consolidating statement of operations for the three months ended March 31, 2015 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 418,517 $ 193,453 $ (15,640 ) $ 596,330 Product revenues — 116,536 23,204 (3,571 ) 136,169 Total revenues — 535,053 216,657 (19,211 ) 732,499 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 277,602 154,428 (15,640 ) 416,390 Product cost of revenues — 115,286 18,402 (3,571 ) 130,117 Total cost of revenues — 392,888 172,830 (19,211 ) 546,507 Selling, general and administrative expenses 25 80,984 26,706 — 107,715 Accretion of environmental liabilities — 2,306 313 — 2,619 Depreciation and amortization — 45,801 22,555 — 68,356 (Loss) income from operations (25 ) 13,074 (5,747 ) — 7,302 Other income (expense) — 111 298 — 409 Interest (expense) income (19,639 ) 178 23 — (19,438 ) Equity in earnings of subsidiaries, net of taxes 4,709 (7,029 ) — 2,320 — Intercompany interest income (expense) — 5,977 (5,977 ) — — (Loss) income before (benefit) provision for income taxes (14,955 ) 12,311 (11,403 ) 2,320 (11,727 ) (Benefit) provision for income taxes (7,866 ) 7,602 (4,374 ) — (4,638 ) Net (loss) income (7,089 ) 4,709 (7,029 ) 2,320 (7,089 ) Other comprehensive loss (77,403 ) (77,403 ) (50,635 ) 128,038 (77,403 ) Comprehensive loss $ (84,492 ) $ (72,694 ) $ (57,664 ) $ 130,358 $ (84,492 ) Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2016 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from (used in) operating activities $ 47,201 $ (3,361 ) $ (4,551 ) $ — $ 39,289 Cash flows used in investing activities: Additions to property, plant and equipment — (64,754 ) (11,027 ) — (75,781 ) Proceeds from sales of fixed assets — 277 996 — 1,273 Acquisitions, net of cash acquired — (34,993 ) — — (34,993 ) Costs to obtain or renew permits — (465 ) (47 ) — (512 ) Investment in subsidiaries (250,625 ) — — 250,625 — Intercompany — (6,423 ) — 6,423 — Net cash used in investing activities (250,625 ) (106,358 ) (10,078 ) 257,048 (110,013 ) Cash flows from (used in) financing activities: Change in uncashed checks — (4,529 ) (689 ) — (5,218 ) Issuance of restricted shares, net of shares remitted (1,425 ) — — — (1,425 ) Repurchases of common stock (4,998 ) — — — (4,998 ) Deferred financing costs paid (2,190 ) — — — (2,190 ) Issuance of senior secured notes, including premium 250,625 250,625 — (250,625 ) 250,625 Intercompany 6,423 — — (6,423 ) — Net cash from (used in) financing activities 248,435 246,096 (689 ) (257,048 ) 236,794 Effect of exchange rate change on cash — — 4,567 — 4,567 Increase (decrease) in cash and cash equivalents 45,011 136,377 (10,751 ) — 170,637 Cash and cash equivalents, beginning of period 11,017 83,479 90,212 — 184,708 Cash and cash equivalents, end of period $ 56,028 $ 219,856 $ 79,461 $ — $ 355,345 Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2015 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash (used in) from operating activities $ (8,032 ) $ 85,311 $ 7,498 $ — $ 84,777 Cash flows used in investing activities: Additions to property, plant and equipment — (37,670 ) (15,279 ) — (52,949 ) Proceeds from sale of fixed assets — 113 647 — 760 Costs to obtain or renew permits — — (1,171 ) — (1,171 ) Intercompany — (108,435 ) — 108,435 — Net cash used in investing activities — (145,992 ) (15,803 ) 108,435 (53,360 ) Cash flows from (used in) financing activities: Change in uncashed checks — (14,694 ) (5,574 ) — (20,268 ) Issuance of restricted shares, net of shares remitted (1,154 ) — — — (1,154 ) Repurchases of common stock (15,379 ) — — — (15,379 ) Excess tax benefit of stock-based compensation 5 — — — 5 Payments of capital leases — (164 ) (234 ) — (398 ) Intercompany 108,435 — — (108,435 ) — Net cash from (used in) financing activities 91,907 (14,858 ) (5,808 ) (108,435 ) (37,194 ) Effect of exchange rate change on cash — — (7,363 ) — (7,363 ) Decrease in cash and cash equivalents 83,875 (75,539 ) (21,476 ) — (13,140 ) Cash and cash equivalents, beginning of period 1,006 154,147 91,726 — 246,879 Cash and cash equivalents, end of period $ 84,881 $ 78,608 $ 70,250 $ — $ 233,739 |