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 (the "U.S. Guarantor Subsidiaries"). Each U.S. Guarantor Subsidiary is a 100% owned subsidiary of Clean Harbors, Inc. ("Parent") 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 U.S. Guarantor Subsidiary will be released if the Company sells 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 Parent's Canadian or other foreign subsidiaries (the "Foreign Non-Guarantor Subsidiaries"). The following presents supplemental condensed consolidating financial information for Parent, the U.S. Guarantor Subsidiaries and the Foreign Non-Guarantor Subsidiaries, respectively. As discussed further in Note 11, “Financing Arrangements,” to the Company's consolidated financial statements included herein, on March 14, 2016, Parent issued $ 250.0 million aggregate principal amount of additional 2021 Notes. In connection with this offering, the proceeds were then transferred to the US Guarantor Subsidiaries and are reflected as an investment of Parent in the U.S. Guarantor Subsidiaries for the period ending September 30, 2016. Following is the condensed consolidating balance sheet at September 30, 2016 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 51,334 $ 170,183 $ 36,340 $ — $ 257,857 Intercompany receivables 190,728 300,656 34,665 (526,049 ) — Accounts receivable, net — 418,170 94,206 — 512,376 Other current assets 2,537 207,488 69,673 — 279,698 Property, plant and equipment, net — 1,217,704 430,867 — 1,648,571 Investments in subsidiaries 2,813,894 488,437 — (3,302,331 ) — Intercompany debt receivable — 212,171 3,701 (215,872 ) — Goodwill — 417,992 52,641 — 470,633 Permits and other intangibles, net — 439,543 67,794 — 507,337 Other long-term assets 1,197 9,552 25,392 — 36,141 Total assets $ 3,059,690 $ 3,881,896 $ 815,279 $ (4,044,252 ) $ 3,712,613 Liabilities and Stockholders’ Equity: Current liabilities $ 22,619 $ 438,298 $ 78,179 $ — $ 539,096 Intercompany payables 299,848 224,593 1,608 (526,049 ) — Closure, post-closure and remedial liabilities, net — 155,710 15,721 — 171,431 Long-term obligations 1,632,577 — — — 1,632,577 Intercompany debt payable 3,701 — 212,171 (215,872 ) — Other long-term liabilities — 249,401 19,163 — 268,564 Total liabilities 1,958,745 1,068,002 326,842 (741,921 ) 2,611,668 Stockholders’ equity 1,100,945 2,813,894 488,437 (3,302,331 ) 1,100,945 Total liabilities and stockholders’ equity $ 3,059,690 $ 3,881,896 $ 815,279 $ (4,044,252 ) $ 3,712,613 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, net — 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 September 30, 2016 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 461,139 $ 145,780 $ (12,694 ) $ 594,225 Product revenues — 118,106 20,072 (2,883 ) 135,295 Total revenues — 579,245 165,852 (15,577 ) 729,520 Cost of revenues (exclusive of items shown separately below) Service cost of revenues (598 ) 288,764 110,070 (12,694 ) 385,542 Product cost of revenues — 94,050 15,206 (2,883 ) 106,373 Total cost of revenues (598 ) 382,814 125,276 (15,577 ) 491,915 Selling, general and administrative expenses 23 88,652 22,279 — 110,954 Accretion of environmental liabilities — 2,243 233 — 2,476 Depreciation and amortization — 51,957 21,403 — 73,360 Goodwill impairment charge — — 34,013 — 34,013 Income (loss) from operations 575 53,579 (37,352 ) — 16,802 Other expense — (188 ) (10 ) — (198 ) Gain on sale of business — 1,288 15,143 — 16,431 Interest (expense) income (23,042 ) 1,456 21 — (21,565 ) Equity in earnings of subsidiaries, net of taxes 3,225 (22,341 ) — 19,116 — Intercompany interest income (expense) — 5,235 (5,235 ) — — (Loss) income before (benefit) provision for income taxes (19,242 ) 39,029 (27,433 ) 19,116 11,470 (Benefit) provision for income taxes (8,987 ) 35,803 (5,091 ) — 21,725 Net (loss) income (10,255 ) 3,226 (22,342 ) 19,116 (10,255 ) Other comprehensive loss (1,311 ) (1,311 ) (3,927 ) 5,238 (1,311 ) Comprehensive (loss) income $ (11,566 ) $ 1,915 $ (26,269 ) $ 24,354 $ (11,566 ) Following is the consolidating statement of operations 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 (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 (benefit) 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 operations for the nine months ended September 30, 2016 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 1,345,629 $ 399,216 $ (35,827 ) $ 1,709,018 Product revenues — 303,342 58,176 (7,423 ) 354,095 Total revenues — 1,648,971 457,392 (43,250 ) 2,063,113 Cost of revenues (exclusive of items shown separately below) Service cost of revenues (1,185 ) 864,071 321,153 (35,827 ) 1,148,212 Product cost of revenues — 252,512 42,895 (7,423 ) 287,984 Total cost of revenues (1,185 ) 1,116,583 364,048 (43,250 ) 1,436,196 Selling, general and administrative expenses 84 253,189 69,228 — 322,501 Accretion of environmental liabilities — 6,846 683 — 7,529 Depreciation and amortization — 151,348 64,307 — 215,655 Goodwill impairment charge — — 34,013 — 34,013 Income (loss) from operations 1,101 121,005 (74,887 ) — 47,219 Other income (expense) — 124 (861 ) — (737 ) Gain on sale of business — 1,288 15,143 — 16,431 Interest (expense) income (66,147 ) 3,851 104 — (62,192 ) Equity in earnings of subsidiaries, net of taxes 11,867 (58,031 ) — 46,164 — Intercompany interest income (expense) — 15,891 (15,891 ) — — (Loss) income before (benefit) provision for income taxes (53,179 ) 84,128 (76,392 ) 46,164 721 (Benefit) provision for income taxes (26,019 ) 72,260 (18,360 ) — 27,881 Net (loss) income (27,160 ) 11,868 (58,032 ) 46,164 (27,160 ) Other comprehensive gain 43,348 43,348 24,403 (67,751 ) 43,348 Comprehensive gain (loss) $ 16,188 $ 55,216 $ (33,629 ) $ (21,587 ) $ 16,188 Following is the consolidating statement of operations 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 condensed consolidating statement of cash flows for the nine months ended September 30, 2016 (in thousands): Clean Harbors, Inc. U.S. Guarantor Subsidiaries Foreign Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from (used in) operating activities $ 43,033 $ 128,182 $ 7,612 $ — $ 178,827 Cash flows used in investing activities: Additions to property, plant and equipment — (152,836 ) (22,512 ) — (175,348 ) Proceeds from sales of fixed assets — 950 3,032 — 3,982 Acquisitions, net of cash acquired — (197,089 ) (10,000 ) — (207,089 ) Proceeds on sale of business — 18,885 28,249 — 47,134 Costs to obtain or renew permits — (949 ) (971 ) — (1,920 ) Purchase of available-for-sale securities (102 ) — (496 ) — (598 ) Investment in subsidiaries (250,625 ) — — 250,625 — Intercompany — (18,118 ) — 18,118 — Net cash used in investing activities (250,727 ) (349,157 ) (2,698 ) 268,743 (333,839 ) Cash flows from (used in) financing activities: Change in uncashed checks — (6,064 ) (1,020 ) — (7,084 ) Exercise of stock options 230 — — — 230 Issuance of restricted shares, net of shares remitted (2,500 ) — — — (2,500 ) Repurchases of common stock (15,869 ) — — — (15,869 ) Excess tax benefit of stock-based compensation 21 — — — 21 Deferred financing costs paid (2,614 ) — — — (2,614 ) Issuance of senior secured notes, including premium 250,625 250,625 — (250,625 ) 250,625 Intercompany 18,118 — — (18,118 ) — Intercompany debt — 63,118 (63,118 ) — — Net cash from (used in) financing activities 248,011 307,679 (64,138 ) (268,743 ) 222,809 Effect of exchange rate change on cash — — 5,352 — 5,352 Increase (decrease) in cash and cash equivalents 40,317 86,704 (53,872 ) — 73,149 Cash and cash equivalents, beginning of period 11,017 83,479 90,212 — 184,708 Cash and cash equivalents, end of period $ 51,334 $ 170,183 $ 36,340 $ — $ 257,857 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 sale 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 ) Proceeds from 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 of capital leases — (203 ) (297 ) — (500 ) Intercompany 71,182 — — (71,182 ) — Net cash from (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 |