GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

The previously outstanding 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 September 30, 2018 (in thousands):



	Clean Harbors, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	52,158	$	105,518	$	57,821	$	—		$	215,497
Short-term marketable securities	368		—		37,012		—			37,380
Intercompany receivables	256,615		667,371		51,517		(975,503		)	—
Accounts receivable, net	—		511,333		97,312		—			608,645
Other current assets	—		264,204		53,281		(2,186		)	315,299
Property, plant and equipment, net	—		1,251,472		362,957		—			1,614,429
Investments in subsidiaries	3,185,768		599,352		—		(3,785,120		)	—
Intercompany debt receivable	—		15,491		21,000		(36,491		)	—
Goodwill	—		453,052		61,050		—			514,102
Permits and other intangibles, net	—		398,117		53,238		—			451,355
Other long-term assets	1,720		13,055		2,844		3			17,622
Total assets	$	3,496,629	$	4,278,965	$	798,032	$	(4,799,297	)	$	3,774,329
Liabilities and Stockholders’ Equity:
Current liabilities	$	22,515	$	428,273	$	127,698	$	(2,186	)	$	576,300
Intercompany payables	660,634		306,805		8,064		(975,503		)	—
Closure, post-closure and remedial liabilities, net	—		145,795		17,042		—			162,837
Long-term obligations, net	1,616,156		—		—		—			1,616,156
Intercompany debt payable	—		21,000		15,491		(36,491		)	—
Other long-term liabilities	—		200,278		21,431		3			221,712
Total liabilities	2,299,305		1,102,151		189,726		(1,014,177		)	2,577,005
Stockholders’ equity	1,197,324		3,176,814		608,306		(3,785,120		)	1,197,324
Total liabilities and stockholders’ equity	$	3,496,629	$	4,278,965	$	798,032	$	(4,799,297	)	$	3,774,329

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 September 30, 2018 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	547,997		$	152,007		$	(14,821	)	$	685,183
Product revenues	—			140,757			20,652			(3,411		)	157,998
Total revenues	—			688,754			172,659			(18,232		)	843,181
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			359,703			119,730			(14,821		)	464,612
Product cost of revenues	—			109,009			10,475			(3,411		)	116,073
Total cost of revenues	—			468,712			130,205			(18,232		)	580,685
Selling, general and administrative expenses	118			101,703			19,398			—			121,219
Accretion of environmental liabilities	—			2,199			251			—			2,450
Depreciation and amortization	—			53,764			19,318			—			73,082
(Loss) income from operations	(118		)	62,376			3,487			—			65,745
Other expense, net	—			(609		)	(387		)	—			(996		)
Loss on early extinguishment of debt	(2,469		)	—			—			—			(2,469		)
Interest (expense) income, net	(20,303		)	195			192			—			(19,916		)
Equity in earnings of subsidiaries, net of taxes	47,570			260			—			(47,830		)	—
Intercompany interest income (expense)	—			199			(199		)	—			—
Income before (benefit) provision for income taxes	24,680			62,421			3,093			(47,830		)	42,364
(Benefit) provision for income taxes	(6,409		)	15,543			2,141			—			11,275
Net income	31,089			46,878			952			(47,830		)	31,089
Other comprehensive income	8,590			8,590			—			(8,590		)	8,590
Comprehensive income	$	39,679		$	55,468		$	952		$	(56,420	)	$	39,679

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, net	—			(305		)	(127		)	—			(432		)
Loss on early extinguishment of debt	(1,846		)	—			—			—			(1,846		)
Loss on sale of business	—			(77		)	—			—			(77		)
Interest (expense) income, net	(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 nine months ended September 30, 2018 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	1,574,001		$	469,843		$	(42,163	)	$	2,001,681
Product revenues	—			400,230			49,465			(9,277		)	440,418
Total revenues	—			1,974,231			519,308			(51,440		)	2,442,099
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			1,049,527			378,320			(42,163		)	1,385,684
Product cost of revenues	—			306,489			27,798			(9,277		)	325,010
Total cost of revenues	—			1,356,016			406,118			(51,440		)	1,710,694
Selling, general and administrative expenses	286			300,568			61,448			—			362,302
Accretion of environmental liabilities	—			6,569			759			—			7,328
Depreciation and amortization	—			160,332			60,354			—			220,686
(Loss) income from operations	(286		)	150,746			(9,371		)	—			141,089
Other expense, net	—			(425		)	(24		)	—			(449		)
Loss on early extinguishment of debt	(2,469		)	—			—			—			(2,469		)
Interest (expense) income, net	(62,518		)	938			625			—			(60,955		)
Equity in earnings of subsidiaries, net of taxes	96,202			(17,572		)	—			(78,630		)	—
Intercompany interest income (expense)	—			2,644			(2,644		)	—			—
Income (loss) before (benefit) provision for income taxes	30,929			136,331			(11,414		)	(78,630		)	77,216
(Benefit) provision for income taxes	(18,276		)	42,872			3,415			—			28,011
Net income (loss)	49,205			93,459			(14,829		)	(78,630		)	49,205
Other comprehensive loss	(13,098		)	(13,098		)	(24,442		)	37,540			(13,098		)
Comprehensive income (loss)	$	36,107		$	80,361		$	(39,271	)	$	(41,090	)	$	36,107

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, net	(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, net	(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 condensed consolidating statement of cash flows for the nine months ended September 30, 2018 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash from operating activities	$	8,877		$	216,369		$	21,969		$	—		$	247,215
Cash flows used in investing activities:
Additions to property, plant and equipment	—			(125,098		)	(25,624		)	—			(150,722		)
Proceeds from sale and disposal of fixed assets	—			3,788			2,323			—			6,111
Acquisitions, net of cash acquired	—			(151,023		)	—			—			(151,023		)
Additions to intangible assets, including costs to obtain or renew permits	—			(3,262		)	(238		)	—			(3,500		)
Proceeds from sale of available-for-sale securities	—			—			20,123			—			20,123
Purchases of available-for-sale securities	(1,450		)	—			(19,021		)	—			(20,471		)
Intercompany	—			(40,031		)	—			40,031			—
Net cash used in investing activities	(1,450		)	(315,626		)	(22,437		)	40,031			(299,482		)

Cash flows used in financing activities:
Change in uncashed checks	—			(3,002		)	(474		)	—			(3,476		)
Tax payments related to withholdings on vested restricted stock	(2,566		)	—			—			—			(2,566		)
Repurchases of common stock	(33,581		)	—			—			—			(33,581		)
Deferred financing costs paid	(3,938		)	—			—			—			(3,938		)
Premiums paid on early extinguishment of debt	(1,219		)	—			—			—			(1,219		)
Principal payment on debt	(403,884		)	—			—			—			(403,884		)
Issuance of senior secured notes, net of discount	348,250			—			—			—			348,250
Borrowing from revolving credit facility	50,000			—			—			—			50,000
Intercompany	40,031			—			—			(40,031		)	—
Net cash used in financing activities	(6,907		)	(3,002		)	(474		)	(40,031		)	(50,414		)
Effect of exchange rate change on cash	—			—			(1,221		)	—			(1,221		)
Increase (decrease) in cash and cash equivalents	520			(102,259		)	(2,163		)	—			(103,902		)
Cash and cash equivalents, beginning of period	51,638			207,777			59,984			—			319,399
Cash and cash equivalents, end of period	$	52,158		$	105,518		$	57,821		$	—		$	215,497

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 from 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 available-for-sale securities	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
Tax payments related to withholdings on vested restricted stock	(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