GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION The 2020 Notes and the 2021 Notes (collectively, the "Notes") are guaranteed by substantially all of the Company’s subsidiaries organized in the United States. Each guarantor for the 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 domestic restricted subsidiary will be released if the Company sells such subsidiary to an unrelated third party in accordance with the terms of the indentures which govern the Notes. The Notes are not guaranteed by the Company’s subsidiaries organized outside the United States. The following supplemental condensed consolidating financial information for the parent company, the guarantor subsidiaries and the non-guarantor subsidiaries, respectively, is presented in conformity with the requirements of Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). Following is the condensed consolidating balance sheet at September 30, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 51,514 $ 221,552 $ 88,592 $ — $ 361,658 Intercompany receivables 230,084 451,146 38,451 (719,681 ) — Accounts receivables, net — 435,058 96,638 — 531,696 Other current assets 897 215,847 51,871 (1,711 ) 266,904 Property, plant and equipment, net — 1,182,922 429,049 — 1,611,971 Investments in subsidiaries 2,933,843 585,660 — (3,519,503 ) — Intercompany debt receivable — 92,938 21,000 (113,938 ) — Goodwill — 415,056 63,672 — 478,728 Permits and other intangibles, net — 415,708 61,931 — 477,639 Other long-term assets 2,448 13,312 5,065 (1,068 ) 19,757 Total assets $ 3,218,786 $ 4,029,199 $ 856,269 $ (4,355,901 ) $ 3,748,353 Liabilities and Stockholders’ Equity: Current liabilities $ 22,595 $ 385,734 $ 122,922 $ (1,711 ) $ 529,540 Intercompany payables 441,873 266,776 11,032 (719,681 ) — Closure, post-closure and remedial liabilities, net — 148,791 17,045 — 165,836 Long-term obligations 1,625,971 — — — 1,625,971 Intercompany debt payable — 21,000 92,938 (113,938 ) — Other long-term liabilities — 278,700 21,027 (1,068 ) 298,659 Total liabilities 2,090,439 1,101,001 264,964 (836,398 ) 2,620,006 Stockholders’ equity 1,128,347 2,928,198 591,305 (3,519,503 ) 1,128,347 Total liabilities and stockholders’ equity $ 3,218,786 $ 4,029,199 $ 856,269 $ (4,355,901 ) $ 3,748,353 Following is the condensed consolidating balance sheet at December 31, 2016 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 51,417 $ 155,943 $ 99,637 $ — $ 306,997 Intercompany receivables 200,337 354,836 49,055 (604,228 ) — Accounts receivables, net — 417,029 79,197 — 496,226 Other current assets 3,096 234,408 69,257 (17,113 ) 289,648 Property, plant and equipment, net — 1,211,210 400,617 — 1,611,827 Investments in subsidiaries 2,851,571 580,124 — (3,431,695 ) — Intercompany debt receivable — 86,409 24,701 (111,110 ) — Goodwill — 412,638 52,516 — 465,154 Permits and other intangibles, net — 435,594 63,127 — 498,721 Other long-term assets 2,446 7,582 4,387 (1,068 ) 13,347 Total assets $ 3,108,867 $ 3,895,773 $ 842,494 $ (4,165,214 ) $ 3,681,920 Liabilities and Stockholders’ Equity: Current liabilities $ 21,805 $ 366,831 $ 133,145 $ (17,113 ) $ 504,668 Intercompany payables 365,848 237,058 1,322 (604,228 ) — Closure, post-closure and remedial liabilities, net — 150,682 15,640 — 166,322 Long-term obligations 1,633,272 — — — 1,633,272 Intercompany debt payable 3,701 21,000 86,409 (111,110 ) — Other long-term liabilities — 275,649 18,836 (1,068 ) 293,417 Total liabilities 2,024,626 1,051,220 255,352 (733,519 ) 2,597,679 Stockholders’ equity 1,084,241 2,844,553 587,142 (3,431,695 ) 1,084,241 Total liabilities and stockholders’ equity $ 3,108,867 $ 3,895,773 $ 842,494 $ (4,165,214 ) $ 3,681,920 Following is the consolidating statement of operations for the three months ended September 30, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 473,428 $ 152,997 $ (14,073 ) $ 612,352 Product revenues — 127,355 19,435 (3,296 ) 143,494 Total revenues — 600,783 172,432 (17,369 ) 755,846 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 306,291 120,151 (14,073 ) 412,369 Product cost of revenues — 97,353 13,169 (3,296 ) 107,226 Total cost of revenues — 403,644 133,320 (17,369 ) 519,595 Selling, general and administrative expenses 19 92,299 20,934 — 113,252 Accretion of environmental liabilities — 2,092 255 — 2,347 Depreciation and amortization — 50,917 22,072 — 72,989 (Loss) income from operations (19 ) 51,831 (4,149 ) — 47,663 Other expense — (305 ) (127 ) — (432 ) Loss on early extinguishment of debt (1,846 ) — — — (1,846 ) Loss on sale of business — (77 ) — — (77 ) Interest (expense) income (21,135 ) 517 (57 ) — (20,675 ) Equity in earnings of subsidiaries, net of taxes 25,858 (5,620 ) — (20,238 ) — Intercompany interest income (expense) — 1,372 (1,372 ) — — Income (loss) before (benefit) provision for income taxes 2,858 47,718 (5,705 ) (20,238 ) 24,633 (Benefit) provision for income taxes (9,200 ) 20,824 951 — 12,575 Net income (loss) 12,058 26,894 (6,656 ) (20,238 ) 12,058 Other comprehensive income 23,709 23,709 20,263 (43,972 ) 23,709 Comprehensive income $ 35,767 $ 50,603 $ 13,607 $ (64,210 ) $ 35,767 Following is the consolidating statement of operations for the three months ended September 30, 2016 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries 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 nine months ended September 30, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 1,391,534 $ 431,992 $ (40,020 ) $ 1,783,506 Product revenues — 369,864 53,496 (9,291 ) 414,069 Total revenues — 1,761,398 485,488 (49,311 ) 2,197,575 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 907,396 348,436 (40,020 ) 1,215,812 Product cost of revenues — 292,503 36,959 (9,291 ) 320,171 Total cost of revenues — 1,199,899 385,395 (49,311 ) 1,535,983 Selling, general and administrative expenses 70 276,974 60,723 — 337,767 Accretion of environmental liabilities — 6,328 725 — 7,053 Depreciation and amortization — 154,754 62,178 — 216,932 (Loss) income from operations (70 ) 123,443 (23,533 ) — 99,840 Other expense (222 ) (2,100 ) (492 ) — (2,814 ) Loss on early extinguishment of debt (7,891 ) — — — (7,891 ) Gain on sale of business — 31,645 — — 31,645 Interest (expense) income (66,408 ) 876 (211 ) — (65,743 ) Equity in earnings of subsidiaries, net of taxes 61,388 (32,776 ) — (28,612 ) — Intercompany interest income (expense) — 3,937 (3,937 ) — — (Loss) income before (benefit) provision for income taxes (13,203 ) 125,025 (28,173 ) (28,612 ) 55,037 (Benefit) provision for income taxes (29,748 ) 62,442 5,798 — 38,492 Net income (loss) 16,545 62,583 (33,971 ) (28,612 ) 16,545 Other comprehensive income 44,858 44,858 38,132 (82,990 ) 44,858 Comprehensive income $ 61,403 $ 107,441 $ 4,161 $ (111,602 ) $ 61,403 Following is the consolidating statement of operations for the nine months ended September 30, 2016 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries 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 income 43,348 43,348 24,403 (67,751 ) 43,348 Comprehensive income (loss) $ 16,188 $ 55,216 $ (33,629 ) $ (21,587 ) $ 16,188 Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from operating activities $ 16,196 $ 169,715 $ 35,558 $ — $ 221,469 Cash flows from (used in) investing activities: Additions to property, plant and equipment — (105,564 ) (22,172 ) — (127,736 ) Proceeds from sale and disposal of fixed assets — 1,625 3,750 — 5,375 Acquisitions, net of cash acquired — (11,427 ) (33,005 ) — (44,432 ) Proceeds on sale of business, net of transactional costs — 46,158 181 — 46,339 Additions to intangible assets, including costs to obtain or renew permits — (1,018 ) (330 ) — (1,348 ) Proceeds from sale of investments 376 — — — 376 Intercompany — (27,740 ) — 27,740 — Intercompany debt — — 3,701 (3,701 ) — Net cash from (used in) investing activities 376 (97,966 ) (47,875 ) 24,039 (121,426 ) Cash flows used in financing activities: Change in uncashed checks — (6,140 ) (2,517 ) — (8,657 ) Proceeds from exercise of stock options 46 — — — 46 Issuance of restricted shares, net of shares remitted (2,321 ) — — — (2,321 ) Repurchases of common stock (24,465 ) — — — (24,465 ) Deferred financing costs paid (5,746 ) — — — (5,746 ) Premiums paid on early extinguishment of debt (6,028 ) — — — (6,028 ) Principal payment on debt (401,000 ) — — — (401,000 ) Issuance of senior secured notes, net of discount 399,000 — — — 399,000 Intercompany 27,740 — — (27,740 ) — Intercompany debt (3,701 ) — — 3,701 — Net cash used in financing activities (16,475 ) (6,140 ) (2,517 ) (24,039 ) (49,171 ) Effect of exchange rate change on cash — — 3,789 — 3,789 Increase (decrease) in cash and cash equivalents 97 65,609 (11,045 ) — 54,661 Cash and cash equivalents, beginning of period 51,417 155,943 99,637 — 306,997 Cash and cash equivalents, end of period $ 51,514 $ 221,552 $ 88,592 $ — $ 361,658 Following is the condensed consolidating statement of cash flows for the nine months ended September 30, 2016 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from 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 sale and disposal 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 Additions to intangible assets, including costs to obtain or renew permits — (949 ) (971 ) — (1,920 ) Purchases of available-for-sale securities (102 ) — (496 ) — (598 ) Intercompany — (18,118 ) — 18,118 — Investment in subsidiaries (250,625 ) — — 250,625 — 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 ) Proceeds from 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 unsecured 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 |