GUARANTOR AND NON-GUARANTOR SUBSIDIARIES | GUARANTOR AND NON-GUARANTOR SUBSIDIARIES The 2020 Notes and the 2021 Notes (collectively, the "Senior Unsecured Notes") and the Company's obligations under its Term Loan Agreement are guaranteed by substantially all of the Company’s subsidiaries organized in the United States. Each guarantor 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 Senior Unsecured Notes and of the Term Loan Agreement. The Senior Unsecured Notes and the Company's obligations under its Term Loan Agreement 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”). (19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued) Following is the condensed consolidating balance sheet at December 31, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 51,638 $ 207,777 $ 59,984 $ — $ 319,399 Short-term marketable securities — — 38,179 — 38,179 Intercompany receivables 238,339 590,100 52,909 (881,348 ) — Accounts receivable, net — 433,042 95,882 — 528,924 Other current assets 897 233,602 52,947 (19,892 ) 267,554 Property, plant and equipment, net — 1,174,975 412,390 — 1,587,365 Investments in subsidiaries 3,112,547 569,568 — (3,682,115 ) — Intercompany debt receivable — 92,530 21,000 (113,530 ) — Goodwill — 415,641 62,882 — 478,523 Permits and other intangibles, net — 408,655 60,473 — 469,128 Other long-term assets 2,084 12,064 3,350 — 17,498 Total assets $ 3,405,505 $ 4,137,954 $ 859,996 $ (4,696,885 ) $ 3,706,570 Liabilities and Stockholders' Equity: Current liabilities $ 16,954 $ 371,135 $ 135,620 $ (19,892 ) $ 503,817 Intercompany payables 574,812 289,531 17,005 (881,348 ) — Closure, post-closure and remedial liabilities, net — 148,872 16,851 — 165,723 Long-term obligations 1,625,537 — — — 1,625,537 Intercompany debt payable — 21,000 92,530 (113,530 ) — Other long-term liabilities — 201,086 22,205 — 223,291 Total liabilities 2,217,303 1,031,624 284,211 (1,014,770 ) 2,518,368 Stockholders' equity 1,188,202 3,106,330 575,785 (3,682,115 ) 1,188,202 Total liabilities and stockholders' equity $ 3,405,505 $ 4,137,954 $ 859,996 $ (4,696,885 ) $ 3,706,570 (19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued) Following is the condensed consolidating balance sheet at December 31, 2016 (in thousands): Clean Guarantor Non-Guarantor Consolidating 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 receivable, 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 (19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued) Following is the consolidating statement of operations for the year ended December 31, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 1,870,256 $ 582,042 $ (53,648 ) $ 2,398,650 Product revenues — 492,036 66,511 (12,219 ) 546,328 Total revenues — 2,362,292 648,553 (65,867 ) 2,944,978 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 1,224,326 471,120 (53,648 ) 1,641,798 Product cost of revenues — 386,455 46,639 (12,219 ) 420,875 Total cost of revenues — 1,610,781 517,759 (65,867 ) 2,062,673 Selling, general and administrative expenses — 373,050 83,598 — 456,648 Accretion of environmental liabilities — 8,479 981 — 9,460 Depreciation and amortization — 205,034 83,388 — 288,422 Income (loss) from operations — 164,948 (37,173 ) — 127,775 Other expense, net (222 ) (5,156 ) (741 ) — (6,119 ) Loss on early extinguishment of debt (7,891 ) — — — (7,891 ) Gain on sale of business — 30,732 — — 30,732 Interest (expense) income, net (87,113 ) 1,523 (218 ) — (85,808 ) Equity in earnings of subsidiaries, net of tax 157,963 (48,683 ) — (109,280 ) — Intercompany interest income (expense) — 5,288 (5,288 ) — — Income (loss) before (benefit) provision for income taxes 62,737 148,652 (43,420 ) (109,280 ) 58,689 (Benefit) provision for income taxes (38,002 ) (10,117 ) 6,069 — (42,050 ) Net income (loss) 100,739 158,769 (49,489 ) (109,280 ) 100,739 Other comprehensive income 41,919 41,919 38,131 (80,050 ) 41,919 Comprehensive income (loss) $ 142,658 $ 200,688 $ (11,358 ) $ (189,330 ) $ 142,658 (19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued) Following is the consolidating statement of operations for the year ended December 31, 2016 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 1,747,985 $ 582,075 $ (49,251 ) $ 2,280,809 Product revenues — 410,868 73,793 (10,244 ) 474,417 Total revenues — 2,158,853 655,868 (59,495 ) 2,755,226 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 1,116,132 476,329 (49,251 ) 1,543,210 Product cost of revenues — 349,069 50,822 (10,244 ) 389,647 Total cost of revenues — 1,465,201 527,151 (59,495 ) 1,932,857 Selling, general and administrative expenses 85 341,963 79,967 — 422,015 Accretion of environmental liabilities — 9,261 916 — 10,177 Depreciation and amortization — 201,153 85,849 — 287,002 Goodwill impairment charge — — 34,013 — 34,013 (Loss) income from operations (85 ) 141,275 (72,028 ) — 69,162 Other income (expense), net — 7,713 (1,518 ) — 6,195 Gain on sale of business — 1,704 15,180 — 16,884 Interest (expense) income, net (88,984 ) 5,391 68 — (83,525 ) Equity in earnings of subsidiaries, net of tax 13,568 (80,244 ) — 66,676 — Intercompany interest income (expense) — 19,855 (19,855 ) — — (Loss) income before (benefit) provision for income taxes (75,501 ) 95,694 (78,153 ) 66,676 8,716 (Benefit) provision for income taxes (35,628 ) 82,643 1,574 — 48,589 Net (loss) income (39,873 ) 13,051 (79,727 ) 66,676 (39,873 ) Other comprehensive income 40,566 40,566 15,291 (55,857 ) 40,566 Comprehensive income (loss) $ 693 $ 53,617 $ (64,436 ) $ 10,819 $ 693 (19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued) Following is the consolidating statement of operations for the year ended December 31, 2015 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 2,111,086 $ 692,216 $ (59,030 ) $ 2,744,272 Product revenues — 458,314 83,970 (11,419 ) 530,865 Total revenues — 2,569,400 776,186 (70,449 ) 3,275,137 Cost of revenues (exclusive of items shown separately below) Service cost of revenues 5 1,415,435 542,497 (59,030 ) 1,898,907 Product cost of revenues — 410,128 59,190 (11,419 ) 457,899 Total cost of revenues 5 1,825,563 601,687 (70,449 ) 2,356,806 Selling, general and administrative expenses 101 329,069 84,994 — 414,164 Accretion of environmental liabilities — 9,209 1,193 — 10,402 Depreciation and amortization — 184,017 90,177 — 274,194 Goodwill impairment charge — 4,164 27,828 — 31,992 (Loss) income from operations (106 ) 217,378 (29,693 ) — 187,579 Other income (expense), net — 491 (1,871 ) — (1,380 ) Interest (expense) income, net (78,621 ) 1,860 208 — (76,553 ) Equity in earnings of subsidiaries, net of tax 91,339 (47,141 ) — (44,198 ) — Intercompany interest income (expense) — 23,156 (23,156 ) — — Income (loss) before (benefit) provision for income taxes 12,612 195,744 (54,512 ) (44,198 ) 109,646 (Benefit) provision for income taxes (31,490 ) 104,405 (7,371 ) — 65,544 Net income (loss) 44,102 91,339 (47,141 ) (44,198 ) 44,102 Other comprehensive loss (144,050 ) (144,050 ) (93,983 ) 238,033 (144,050 ) Comprehensive loss $ (99,948 ) $ (52,711 ) $ (141,124 ) $ 193,835 $ (99,948 ) (19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued) Following is the condensed consolidating statement of cash flows for the year ended December 31, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Total Net cash from operating activities $ 16,292 $ 217,001 $ 52,405 $ — $ 285,698 Cash flows from (used in) investing activities: Additions to property, plant and equipment — (142,211 ) (24,796 ) — (167,007 ) Proceeds from sale and disposal of fixed assets — 1,979 5,145 — 7,124 Proceeds from sale of investments 376 — — — 376 Acquisitions, net of cash acquired — (11,427 ) (37,800 ) — (49,227 ) Proceeds on sale of business, net of transactional costs — 45,245 181 — 45,426 Additions to intangible assets, including costs to obtain or renew permits — (1,153 ) (464 ) — (1,617 ) Purchases of available-for-sale securities — — (38,342 ) — (38,342 ) Intercompany — (54,074 ) — 54,074 — Intercompany debt — — 3,701 (3,701 ) — Net cash from (used in) investing activities 376 (161,641 ) (92,375 ) 50,373 (203,267 ) Cash flows used in financing activities: Change in uncashed checks — (3,526 ) (2,414 ) — (5,940 ) Proceeds from exercise of stock options 46 — — — 46 Tax payments related to withholdings on vested restricted stock (3,149 ) — — — (3,149 ) Deferred financing costs paid (5,718 ) — — — (5,718 ) Repurchases of common stock (48,971 ) — — — (48,971 ) Principal payment on debt (402,000 ) — — — (402,000 ) Premium paid on early extinguishment of debt (6,028 ) — — — (6,028 ) Issuance of senior secured notes, net of discount 399,000 — — — 399,000 Intercompany 54,074 — — (54,074 ) — Intercompany debt (3,701 ) — — 3,701 — Net cash used in financing activities (16,447 ) (3,526 ) (2,414 ) (50,373 ) (72,760 ) Effect of exchange rate change on cash — — 2,731 — 2,731 Increase (decrease) in cash and cash equivalents 221 51,834 (39,653 ) — 12,402 Cash and cash equivalents, beginning of year 51,417 155,943 99,637 — 306,997 Cash and cash equivalents, end of year $ 51,638 $ 207,777 $ 59,984 $ — $ 319,399 (19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued) Following is the condensed consolidating statement of cash flows for the year ended December 31, 2016 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Total Net cash from operating activities $ 51,033 $ 125,591 $ 83,000 $ — $ 259,624 Cash flows used in investing activities: Additions to property, plant and equipment — (194,184 ) (25,200 ) — (219,384 ) Proceeds from sale and disposal of fixed assets — 12,926 7,891 — 20,817 Proceeds on sale of business, net of transactional costs — 18,885 28,249 — 47,134 Acquisitions, net of cash acquired — (196,915 ) (10,000 ) — (206,915 ) Additions to intangible assets, including costs to obtain or renew permits — (1,749 ) (1,082 ) — (2,831 ) Purchases of available-for-sale securities (102 ) — (496 ) — (598 ) Investment in subsidiaries (257,125 ) — — 257,125 — Intercompany — (23,182 ) — 23,182 — Intercompany debt — 63,118 (21,000 ) (42,118 ) — Net cash used in investing activities (257,227 ) (321,101 ) (21,638 ) 238,189 (361,777 ) Cash flows from (used in) financing activities: Change in uncashed checks — (3,651 ) 474 — (3,177 ) Proceeds from exercise of stock options 627 — — — 627 Tax payments related to withholdings on vested restricted stock (2,819 ) — — — (2,819 ) Repurchases of common stock (22,188 ) — — — (22,188 ) Excess tax benefit of stock-based compensation 1,198 — — — 1,198 Issuance of senior unsecured notes, including premium 250,625 250,625 — (250,625 ) 250,625 Intercompany 23,182 — 6,500 (29,682 ) — Deferred financing cost paid (4,031 ) — — — (4,031 ) Intercompany debt — 21,000 (63,118 ) 42,118 — Net cash from (used in) financing activities 246,594 267,974 (56,144 ) (238,189 ) 220,235 Effect of exchange rate change on cash — — 4,207 — 4,207 Increase in cash and cash equivalents 40,400 72,464 9,425 — 122,289 Cash and cash equivalents, beginning of year 11,017 83,479 90,212 — 184,708 Cash and cash equivalents, end of year $ 51,417 $ 155,943 $ 99,637 $ — $ 306,997 (19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued) Following is the condensed consolidating statement of cash flows for the year ended December 31, 2015 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Total Net cash from operating activities $ 9,543 $ 314,585 $ 72,255 $ — $ 396,383 Cash flows used in investing activities: Additions to property, plant and equipment — (220,789 ) (36,407 ) — (257,196 ) Proceeds from sales and disposal of fixed assets — 1,447 4,748 — 6,195 Acquisitions, net of cash acquired — (94,345 ) — — (94,345 ) Additions to intangible assets including costs to obtain or renew permits — — (5,296 ) — (5,296 ) Intercompany — (75,506 ) — 75,506 — Intercompany debt — 14,272 — (14,272 ) — Net cash used in investing activities — (374,921 ) (36,955 ) 61,234 (350,642 ) Cash flows from (used in) financing activities: Change in uncashed checks — (10,129 ) (4,501 ) — (14,630 ) Proceeds from exercise of stock options 397 — — — 397 Tax payments related to withholdings on vested restricted stock (2,159 ) — — — (2,159 ) Repurchases of common stock (73,347 ) — — — (73,347 ) Payments of capital leases — (203 ) (308 ) — (511 ) Excess tax benefit of stock-based compensation 71 — — — 71 Intercompany 75,506 — — (75,506 ) — Intercompany debt — — (14,272 ) 14,272 — Net cash from (used in) financing activities 468 (10,332 ) (19,081 ) (61,234 ) (90,179 ) Effect of exchange rate change on cash — — (17,733 ) — (17,733 ) Increase (decrease) in cash and cash equivalents 10,011 (70,668 ) (1,514 ) — (62,171 ) Cash and cash equivalents, beginning of year 1,006 154,147 91,726 — 246,879 Cash and cash equivalents, end of year $ 11,017 $ 83,479 $ 90,212 $ — $ 184,708 |