BUSINESS COMBINATIONS

2017 Acquisitions

On October 16, 2017, the Company acquired a division of a privately held company for approximately $4.8 million. This acquisition provides the Company with additional fabrication and refurbishment capabilities for its fleet of trucks. The acquired division is included in the Industrial and Field Services segment. In connection with this acquisition, there was minimal goodwill recognized.

On September 22, 2017, the Company acquired a privately held company which manufactures and sells parts washer machines and related equipment for approximately $2.1 million. The acquired company is included in the Safety-Kleen operating segment and offers machines having an integrated recycling process that provides unparalleled resource recovery and waste minimization benefits. In connection with this acquisition a preliminary goodwill amount of $0.7 million was recognized.

On July 14, 2017, the Company acquired Lonestar West Inc. ("Lonestar"), a public company headquartered in Alberta, Canada, for approximately CAD $41.8 million, ($33.1 million USD), net of cash acquired, which included an equity payout of CAD $0.72 per share to Lonestar shareholders and the assumption of approximately CAD $21.3 million ($16.8 million USD) in outstanding debt, which Clean Harbors subsequently repaid. The acquisition supports the Company's growth in the daylighting and hydro excavation services markets. In addition to increasing the size of the Company's hydro vac fleet, Lonestar's network of locations provides the Company with direct access to key geographic markets in both the United States and Canada. The acquired company is included in the Industrial and Field Services segment. In connection with this acquisition a preliminary goodwill amount of $2.9 million was recognized.

On January 31, 2017, the Company acquired a privately held company for a purchase price of approximately $11.9 million in cash, net of cash acquired, and subject to customary post-closing adjustments. The acquired business produces and distributes oil products and therefore complements the Company's closed loop model as it relates to the sale of its oil products. The acquired company is included in the Safety-Kleen operating segment. In connection with this acquisition a goodwill amount of $5.0 million was recognized.

The combined amount of direct revenue from the acquisitions included in the Company's results of operations for the year ended December 31, 2017 was approximately $14.5 million. Pro forma comparative financial information on a comparative

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basis, as if these acquisitions had been completed on January 1, 2016, is not presented as the pro forma results would not be materially different from reported trends and operations.

2016 Acquisitions

During 2016, the Company acquired seven businesses that complement the strategy to create a closed loop model as it relates to the sale of the Company's oil products. These acquisitions provided the Company with three additional oil re-refineries while also expanding its used motor oil collection network and providing greater blending and packaging capabilities. These acquisitions also provide the Company with greater access to customers in the West Coast region of the United States and additional locations with Part B permits. Operations of these acquisitions were primarily integrated into the Safety-Kleen operating segment with certain operations also integrated into the Technical Services and Industrial Services operating segments.

The combined purchase price for the seven acquisitions was $204.8 million paid in cash and subject to customary post-closing adjustments. The combined amount of direct revenue from the acquisitions included in the Company's results of operations for the year ended December 31, 2016 was approximately $69.8 million. Upon acquisition, the acquired entities were immediately integrated into the Company's operating segments. Therefore it is impracticable to measure earnings attributable to the acquired businesses. During the year ended December 31, 2016, the Company incurred acquisition-related costs of approximately $1.7 million in connection with the transactions which are included in selling, general and administrative expenses in the consolidated statements of operations.

The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of the acquisition dates. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The Company finalized the purchase accounting for the seven acquisitions in the second quarter of 2017.

The components and preliminary allocation of the purchase price consist of the following amounts (in thousands):



	At Acquisition Dates As Reported December 31, 2016			Measurement Period Adjustments			Final Allocation
Accounts receivable	$	15,767		$	475		$	16,242
Inventories and supplies	12,515			173			12,688
Prepaid expenses and other current assets	777			(25		)	752
Property, plant and equipment	143,025			891			143,916
Permits and other intangibles	28,856			—			28,856
Current liabilities	(20,258		)	353			(19,905		)
Closure and post-closure liabilities, less current portion	(2,408		)	(596		)	(3,004		)
Remedial liabilities, less current portion	(2,041		)	(504		)	(2,545		)
Deferred taxes, unrecognized tax benefits and other long-term liabilities	(17,019		)	(3,200		)	(20,219		)
Total identifiable net assets	159,214			(2,433		)	156,781
Goodwill	45,791			2,186			47,977
Total purchase price, net of cash acquired	$	205,005		$	(247	)	$	204,758

The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible net assets and intangible assets acquired, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and growth potential that the Company expects to realize from these acquisitions. Goodwill generated from the acquisitions was not deductible for tax purposes.

Pro forma revenue and earnings amounts on a combined basis as if these acquisitions had been completed on January 1, 2015 are not materially different than the consolidated financial statements of the Company since that date.

2015 Acquisitions

Thermo Fluids Inc.

On April 11, 2015, the Company completed the acquisition of Heckmann Environmental Services, Inc. (“HES”) and Thermo Fluids Inc. (“TFI”), a wholly-owned subsidiary of HES. The acquisition was accomplished through a purchase by

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Safety-Kleen, Inc., a wholly-owned subsidiary of the Company, of all of the issued and outstanding shares of HES from Nuverra Environmental Solutions, Inc. HES is a holding company that does not conduct any operations. TFI provides environmental services, including used oil recycling, used oil filter recycling, antifreeze products, parts washers and solvent recycling, and industrial waste management services, including vacuum services, remediation, lab pack and hazardous waste management. The Company acquired TFI for a purchase price of $79.3 million. The acquisition was financed with cash on hand and expanded the Company’s environmental services customer base while also complimenting the Safety-Kleen network and presence in the western United States. The amount of revenue from TFI included in the Company's results of operations for the years ended December 31, 2016 and 2015 was $38.0 million and $33.8 million, respectively. Upon acquisition, TFI was immediately integrated into the Company's Safety-Kleen operating segment. Therefore it is impracticable to measure earnings attributable to TFI.

The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of April 11, 2015. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The Company finalized the purchase accounting for the acquisition of TFI in the second quarter of 2016.



	Preliminary Allocations as reported at December 31, 2015			Measurement Period Adjustments			Final Allocations
Accounts Receivable	$	7,585		$	(284	)	$	7,301
Inventories and supplies	1,791			—			1,791
Prepaid expenses and other current assets	665			—			665
Property, plant and equipment	28,862			(1,221		)	27,641
Permits and other intangibles	18,100			—			18,100
Current liabilities	(5,845		)	(39		)	(5,884		)
Closure and post-closure liabilities	(1,676		)	(657		)	(2,333		)
Deferred taxes, unrecognized tax benefits and other long-term liabilities	(10,030		)	856			(9,174		)
Total identifiable net assets	39,452			(1,345		)	38,107
Goodwill	39,134			2,095			41,229
Total	$	78,586		$	750		$	79,336

Other 2015 Acquisitions

In December 2015, the Company acquired certain assets and assumed certain defined liabilities of a privately owned company for approximately $14.7 million in cash. That company specializes in the collection and recycling of used oil filters and was a service provider to the Safety-Kleen operating segment prior to the acquisition. The acquired company was integrated into the Safety-Kleen operating segment. In connection with this acquisition a goodwill amount of $7.4 million was recognized.