GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION 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”). Following is the condensed consolidating balance sheet at March 31, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets: Cash and cash equivalents $ 51,781 $ 99,662 $ 34,909 $ — $ 186,352 Short-term marketable securities — — 37,792 — 37,792 Intercompany receivables 244,228 600,975 63,875 (909,078 ) — Accounts receivable, net — 457,231 94,610 — 551,841 Other current assets — 265,477 52,050 (13,690 ) 303,837 Property, plant and equipment, net — 1,249,417 382,231 — 1,631,648 Investments in subsidiaries 3,095,335 535,503 — (3,630,838 ) — Intercompany debt receivable — 89,947 21,000 (110,947 ) — Goodwill — 431,574 61,131 — 492,705 Permits and other intangibles, net — 407,887 56,748 — 464,635 Other long-term assets 1,938 12,385 1,695 (12 ) 16,006 Total assets $ 3,393,282 $ 4,150,058 $ 806,041 $ (4,664,565 ) $ 3,684,816 Liabilities and Stockholders’ Equity: Current liabilities $ 22,210 $ 382,937 $ 133,227 $ (13,690 ) $ 524,684 Intercompany payables 600,287 306,401 2,390 (909,078 ) — Closure, post-closure and remedial liabilities, net — 149,316 17,388 — 166,704 Long-term obligations, net 1,625,259 — — — 1,625,259 Intercompany debt payable — 21,000 89,947 (110,947 ) — Other long-term liabilities — 201,053 21,602 (12 ) 222,643 Total liabilities 2,247,756 1,060,707 264,554 (1,033,727 ) 2,539,290 Stockholders’ equity 1,145,526 3,089,351 541,487 (3,630,838 ) 1,145,526 Total liabilities and stockholders’ equity $ 3,393,282 $ 4,150,058 $ 806,041 $ (4,664,565 ) $ 3,684,816 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, net 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 Following is the consolidating statement of operations for the three months ended March 31, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 481,483 $ 152,401 $ (14,165 ) $ 619,719 Product revenues — 121,582 11,450 (2,973 ) 130,059 Total revenues — 603,065 163,851 (17,138 ) 749,778 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 328,180 133,634 (14,165 ) 447,649 Product cost of revenues — 95,038 6,711 (2,973 ) 98,776 Total cost of revenues — 423,218 140,345 (17,138 ) 546,425 Selling, general and administrative expenses 35 93,843 21,210 — 115,088 Accretion of environmental liabilities — 2,176 254 — 2,430 Depreciation and amortization — 53,704 21,140 — 74,844 (Loss) income from operations (35 ) 30,124 (19,098 ) — 10,991 Other expense, net — (85 ) (214 ) — (299 ) Interest (expense) income, net (20,999 ) 505 224 — (20,270 ) Equity in earnings of subsidiaries, net of taxes 2,514 (20,062 ) — 17,548 — Intercompany interest income (expense) — 1,361 (1,361 ) — — (Loss) income before (benefit) provision for income taxes (18,520 ) 11,843 (20,449 ) 17,548 (9,578 ) (Benefit) provision for income taxes (5,889 ) 9,101 (159 ) — 3,053 Net (loss) income (12,631 ) 2,742 (20,290 ) 17,548 (12,631 ) Other comprehensive loss (16,746 ) (16,746 ) (14,007 ) 30,753 (16,746 ) Comprehensive loss $ (29,377 ) $ (14,004 ) $ (34,297 ) $ 48,301 $ (29,377 ) Following is the consolidating statement of operations for the three months ended March 31, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues Service revenues $ — $ 443,305 $ 131,071 $ (14,162 ) $ 560,214 Product revenues — 116,650 15,331 (3,254 ) 128,727 Total revenues — 559,955 146,402 (17,416 ) 688,941 Cost of revenues (exclusive of items shown separately below) Service cost of revenues — 294,145 111,104 (14,162 ) 391,087 Product cost of revenues — 96,505 12,247 (3,254 ) 105,498 Total cost of revenues — 390,650 123,351 (17,416 ) 496,585 Selling, general and administrative expenses 24 92,171 20,026 — 112,221 Accretion of environmental liabilities — 2,055 235 — 2,290 Depreciation and amortization — 51,900 20,512 — 72,412 (Loss) income from operations (24 ) 23,179 (17,722 ) — 5,433 Other expense, net (146 ) (1,389 ) (14 ) — (1,549 ) Interest (expense) income, net (22,659 ) 119 (36 ) — (22,576 ) Equity in earnings of subsidiaries, net of taxes (7,637 ) (21,824 ) — 29,461 — Intercompany interest income (expense) — 1,297 (1,297 ) — — (Loss) income before (benefit) provision for income taxes (30,466 ) 1,382 (19,069 ) 29,461 (18,692 ) (Benefit) provision for income taxes (9,073 ) 9,637 2,137 — 2,701 Net loss (21,393 ) (8,255 ) (21,206 ) 29,461 (21,393 ) Other comprehensive income 6,051 6,051 5,032 (11,083 ) 6,051 Comprehensive loss $ (15,342 ) $ (2,204 ) $ (16,174 ) $ 18,378 $ (15,342 ) Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2018 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash from (used in) operating activities $ 143 $ 69,536 $ (17,776 ) $ — $ 51,903 Cash flows used in investing activities: Additions to property, plant and equipment — (37,319 ) (6,923 ) — (44,242 ) Proceeds from sale and disposal of fixed assets — 292 506 — 798 Acquisitions, net of cash acquired — (120,000 ) — — (120,000 ) Additions to intangible assets, including costs to obtain or renew permits — (1,234 ) (11 ) — (1,245 ) Proceeds from sale of available-for-sale securities — — 3,264 — 3,264 Purchases of available-for-sale securities — — (3,003 ) — (3,003 ) Intercompany — (15,812 ) — 15,812 — Net cash used in investing activities — (174,073 ) (6,167 ) 15,812 (164,428 ) Cash flows used in financing activities: Change in uncashed checks — (3,578 ) (265 ) — (3,843 ) Tax payments related to withholdings on vested restricted stock (548 ) — — — (548 ) Repurchases of common stock (14,264 ) — — — (14,264 ) Principal payment on debt (1,000 ) — — — (1,000 ) Intercompany 15,812 — — (15,812 ) — Net cash used in financing activities — (3,578 ) (265 ) (15,812 ) (19,655 ) Effect of exchange rate change on cash — — (867 ) — (867 ) Increase (decrease) in cash and cash equivalents 143 (108,115 ) (25,075 ) — (133,047 ) Cash and cash equivalents, beginning of period 51,638 207,777 59,984 — 319,399 Cash and cash equivalents, end of period $ 51,781 $ 99,662 $ 34,909 $ — $ 186,352 Following is the condensed consolidating statement of cash flows for the three months ended March 31, 2017 (in thousands): Clean Harbors, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net cash (used in) from operating activities $ (1,663 ) $ 41,144 $ 17,638 $ — $ 57,119 Cash flows from (used in) investing activities: Additions to property, plant and equipment — (33,136 ) (9,326 ) — (42,462 ) Proceeds from sale and disposal of fixed assets — 664 366 — 1,030 Acquisitions, net of cash acquired — (11,946 ) — — (11,946 ) Proceeds from sale of business 1,837 — 181 — 2,018 Additions to intangible assets, including costs to obtain or renew permits — (573 ) (178 ) — (751 ) Proceeds from sale of investments 243 — — — 243 Intercompany — (7,771 ) — 7,771 — Net cash from (used in) investing activities 2,080 (52,762 ) (8,957 ) 7,771 (51,868 ) Cash flows used in financing activities: Change in uncashed checks — (5,165 ) (2,392 ) — (7,557 ) Proceeds from exercise of stock options 46 — — — 46 Tax payments related to withholdings on vested restricted stock (1,021 ) — — — (1,021 ) Repurchases of common stock (6,796 ) — — — (6,796 ) Deferred financing costs paid (108 ) — — — (108 ) Intercompany 7,771 — — (7,771 ) — Net cash used in financing activities (108 ) (5,165 ) (2,392 ) (7,771 ) (15,436 ) Effect of exchange rate change on cash — — 554 — 554 Increase (decrease) in cash and cash equivalents 309 (16,783 ) 6,843 — (9,631 ) Cash and cash equivalents, beginning of period 51,417 155,943 99,637 — 306,997 Cash and cash equivalents, end of period $ 51,726 $ 139,160 $ 106,480 $ — $ 297,366 |