GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

The 2021 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 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 2021 Notes and of the Term Loan Agreement. The 2021 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, 2019 (in thousands):



	Clean Harbors, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	27,431	$	75,099	$	64,841	$	—		$	167,371
Short-term marketable securities	121		—		57,356		—			57,477
Intercompany receivables	268,195		701,583		58,138		(1,027,916		)	—
Accounts receivable, net	—		526,047		87,460		—			613,507
Other current assets	—		281,802		44,525		(16,560		)	309,767
Property, plant and equipment, net	—		1,261,206		327,407		—			1,588,613
Investments in subsidiaries	3,176,613		566,296		—		(3,742,909		)	—
Intercompany debt receivable	—		14,900		21,000		(35,900		)	—
Operating lease right-of-use assets	—		137,591		32,959		—			170,550
Goodwill	—		459,139		58,771		—			517,910
Permits and other intangibles, net	—		390,838		48,120		—			438,958
Other long-term assets	1,437		13,530		2,903		31			17,901
Total assets	$	3,473,797	$	4,428,031	$	803,480	$	(4,823,254	)	$	3,882,054
Liabilities and Stockholders’ Equity:
Current liabilities	$	35,686	$	431,891	$	146,493	$	(16,560	)	$	597,510
Intercompany payables	702,141		325,025		750		(1,027,916		)	—
Closure, post-closure and remedial liabilities, net	—		147,944		17,524		—			165,468
Long-term obligations, net	1,564,005		—		—		—			1,564,005
Operating lease liabilities, less current portion	—		104,374		24,315		—			128,689
Intercompany debt payable	—		21,000		14,900		(35,900		)	—
Other long-term liabilities	—		233,979		20,407		31			254,417
Total liabilities	2,301,832		1,264,213		224,389		(1,080,345		)	2,710,089
Stockholders’ equity	1,171,965		3,163,818		579,091		(3,742,909		)	1,171,965
Total liabilities and stockholders’ equity	$	3,473,797	$	4,428,031	$	803,480	$	(4,823,254	)	$	3,882,054

Following is the condensed consolidating balance sheet at December 31, 2018 (in thousands):



	Clean Harbors, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	27,308	$	101,302	$	97,897	$	—		$	226,507
Short-term marketable securities	67		—		52,789		—			52,856
Intercompany receivables	262,475		721,521		60,693		(1,044,689		)	—
Accounts receivable, net	—		520,785		86,167		—			606,952
Other current assets	—		289,869		49,631		(23,657		)	315,843
Property, plant and equipment, net	—		1,233,578		328,400		—			1,561,978
Investments in subsidiaries	3,162,704		571,304		—		(3,734,008		)	—
Intercompany debt receivable	—		14,669		21,000		(35,669		)	—
Goodwill	—		456,307		57,882		—			514,189
Permits and other intangibles, net	—		393,045		48,830		—			441,875
Other long-term assets	1,551		13,545		3,025		—			18,121
Total assets	$	3,454,105	$	4,315,925	$	806,314	$	(4,838,023	)	$	3,738,321
Liabilities and Stockholders’ Equity:
Current liabilities	$	20,170	$	457,164	$	148,601	$	(23,657	)	$	602,278
Intercompany payables	699,158		321,846		23,685		(1,044,689		)	—
Closure, post-closure and remedial liabilities, net	—		151,480		16,434		—			167,914
Long-term obligations, net	1,565,021		—		—		—			1,565,021
Intercompany debt payable	—		21,000		14,669		(35,669		)	—
Other long-term liabilities	—		212,924		20,428		—			233,352
Total liabilities	2,284,349		1,164,414		223,817		(1,104,015		)	2,568,565
Stockholders’ equity	1,169,756		3,151,511		582,497		(3,734,008		)	1,169,756
Total liabilities and stockholders’ equity	$	3,454,105	$	4,315,925	$	806,314	$	(4,838,023	)	$	3,738,321

Following is the consolidating statement of operations for the three months ended March 31, 2019 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	529,656		$	144,139		$	(17,137	)	$	656,658
Product revenues	—			115,038			12,384			(3,241		)	124,181
Total revenues	—			644,694			156,523			(20,378		)	780,839
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			356,590			124,030			(17,137		)	463,483
Product cost of revenues	—			99,357			4,765			(3,241		)	100,881
Total cost of revenues	—			455,947			128,795			(20,378		)	564,364
Selling, general and administrative expenses	57			93,526			21,229			—			114,812
Accretion of environmental liabilities	—			2,267			307			—			2,574
Depreciation and amortization	—			57,335			18,020			—			75,355
(Loss) income from operations	(57		)	35,619			(11,828		)	—			23,734
Other income (expense), net	50			2,962			(29		)	—			2,983
Interest (expense) income, net	(20,374		)	9			601			—			(19,764		)
Equity in earnings of subsidiaries, net of taxes	15,636			(13,336		)	—			(2,300		)	—
Intercompany interest income (expense)	—			197			(197		)	—			—
(Loss) income before (benefit) provision for income taxes	(4,745		)	25,451			(11,453		)	(2,300		)	6,953
(Benefit) provision for income taxes	(5,721		)	11,418			280			—			5,977
Net income (loss)	976			14,033			(11,733		)	(2,300		)	976
Other comprehensive income	4,024			4,024			8,328			(12,352		)	4,024
Comprehensive income (loss)	$	5,000		$	18,057		$	(3,405	)	$	(14,652	)	$	5,000

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 condensed consolidating statement of cash flows for the three months ended March 31, 2019 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash from operating activities	$	123		$	50,344		$	(20,727	)	$	—		$	29,740
Cash flows used in investing activities:
Additions to property, plant and equipment	—			(48,696		)	(10,251		)	—			(58,947		)
Proceeds from sale and disposal of fixed assets	—			3,366			955			—			4,321
Acquisitions, net of cash acquired	—			(14,870		)	—			—			(14,870		)
Additions to intangible assets including costs to obtain or renew permits	—			(1,294		)	162			—			(1,132		)
Proceeds from sale of available-for-sale securities	—			—			8,600			—			8,600
Purchases of available-for-sale securities	—			—			(12,941		)	—			(12,941		)
Intercompany	—			(10,484		)	—			10,484			—
Net cash used in investing activities	—			(71,978		)	(13,475		)	10,484			(74,969		)

Cash flows used in financing activities:
Change in uncashed checks	—			(4,454		)	(315		)	—			(4,769		)
Tax payments related to withholdings on vested restricted stock	(2,276		)	—			—			—			(2,276		)
Repurchases of common stock	(6,324		)	—			—			—			(6,324		)
Payments on finance lease	—			(115		)	—			—			(115		)
Principal payment on debt	(1,884		)	—			—			—			(1,884		)
Intercompany	10,484			—			—			(10,484		)	—
Net cash used in financing activities	—			(4,569		)	(315		)	(10,484		)	(15,368		)
Effect of exchange rate change on cash	—			—			1,461			—			1,461
Increase (decrease) in cash and cash equivalents	123			(26,203		)	(33,056		)	—			(59,136		)
Cash and cash equivalents, beginning of period	27,308			101,302			97,897			—			226,507
Cash and cash equivalents, end of period	$	27,431		$	75,099		$	64,841		$	—		$	167,371

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