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 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 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 Adjustments			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 Adjustments			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 Adjustments			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