GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

The 2020 Notes and the 2021 Notes (collectively, the "Notes") are guaranteed by substantially all of the Company’s subsidiaries organized in the United States. Each guarantor for the Notes 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 Notes. The Notes 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 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
Capital lease obligations, net	—		—		—		—			—
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 condensed consolidating balance sheet at December 31, 2015 (in thousands):



	Clean Harbors, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	11,017	$	83,479	$	90,212	$	—		$	184,708
Intercompany receivables	164,709		213,243		39,804		(417,756		)	—
Accounts receivable, net	—		404,580		91,424		—			496,004
Other current assets	—		179,969		60,515		—			240,484
Property, plant and equipment, net	—		1,082,466		450,001		—			1,532,467
Investments in subsidiaries	2,547,307		522,067		—		(3,069,374		)	—
Intercompany debt receivable	—		260,957		3,701		(264,658		)	—
Goodwill	—		367,306		85,799		—			453,105
Permits and other intangibles, net	—		435,080		71,738		—			506,818
Other long-term assets	1,068		10,274		6,500		—			17,842
Total assets	$	2,724,101	$	3,559,421	$	899,694	$	(3,751,788	)	$	3,431,428
Liabilities and Stockholders' Equity:
Current liabilities	$	20,813	$	424,588	$	71,719	$	—		$	517,120
Intercompany payables	220,762		195,287		1,707		(417,756		)	—
Closure, post-closure and remedial liabilities, net	—		153,190		14,656		—			167,846
Long-term obligations	1,382,543		—		—		—			1,382,543
Capital lease obligations, net	—		—		—		—			—
Intercompany debt payable	3,701		—		260,957		(264,658		)	—
Other long-term liabilities	—		239,049		28,588		—			267,637
Total liabilities	1,627,819		1,012,114		377,627		(682,414		)	2,335,146
Stockholders' equity	1,096,282		2,547,307		522,067		(3,069,374		)	1,096,282
Total liabilities and stockholders' equity	$	2,724,101	$	3,559,421	$	899,694	$	(3,751,788	)	$	3,431,428

(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
Income (loss) 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 consolidating statement of operations for the year ended December 31, 2014 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	1,786,695		$	876,085		$	(22,984	)	$	2,639,796
Product revenues	—			619,802			148,671			(6,633		)	761,840
Total revenues	—			2,406,497			1,024,756			(29,617		)	3,401,636
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			1,172,181			641,180			(22,984		)	1,790,377
Product cost of revenues	—			538,671			119,381			(6,633		)	651,419
Total cost of revenues	—			1,710,852			760,561			(29,617		)	2,441,796
Selling, general and administrative expenses	114			321,069			116,738			—			437,921
Accretion of environmental liabilities	—			9,240			1,372			—			10,612
Depreciation and amortization	—			173,447			102,636			—			276,083
Goodwill impairment charge	—			105,466			17,948			—			123,414
(Loss) income from operations	(114		)	86,423			25,501			—			111,810
Other income, net	—			3,369			1,011			—			4,380
Interest (expense) income, net	(78,570		)	800			102			—			(77,668		)
Equity in earnings of subsidiaries, net of tax	18,882			(9,031		)	—			(9,851		)	—
Intercompany dividend income (expense)	—			—			6,238			(6,238		)	—
Intercompany interest income (expense)	—			28,596			(28,596		)	—			—
(Loss) income before (benefit) provision for income taxes	(59,802		)	110,157			4,256			(16,089		)	38,522
(Benefit) provision for income taxes	(31,474		)	91,275			7,049			—			66,850
Net (loss) income	(28,328		)	18,882			(2,793		)	(16,089		)	(28,328		)
Other comprehensive loss	(91,286		)	(91,286		)	(37,157		)	128,443			(91,286		)
Comprehensive loss	$	(119,614	)	$	(72,404	)	$	(39,950	)	$	112,354		$	(119,614	)

(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 from investing activities:
Additions to property, plant and equipment	—			(194,184		)	(25,200		)	—		(219,384		)
Proceeds from sales of fixed assets	—			12,926			7,891			—		20,817
Acquisitions, net of cash acquired	—			(196,915		)	(10,000		)	—		(206,915		)
Proceeds on sale of business	—			18,885			28,249			—		47,134
Costs to obtain or renew permits	—			(1,749		)	(1,082		)	—		(2,831		)
Purchase 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
Remittance of shares, net	(2,819		)	—			—			—		(2,819		)
Excess tax benefit of stock-based compensation	1,198			—			—			—		1,198
Deferred financing costs paid	(4,031		)	—			—			—		(4,031		)
Repurchases of common stock	(22,188		)	—			—			—		(22,188		)
Issuance of senior secured notes, including premium	250,625			250,625			—			(250,625	)	250,625
Intercompany	23,182			—			6,500			(29,682	)	—
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 from investing activities:
Additions to property, plant and equipment	—			(220,789		)	(36,407		)	—			(257,196		)
Proceeds from sales 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
Remittance of shares, net	(2,159		)	—			—			—			(2,159		)
Repurchases of common stock	(73,347		)	—			—			—			(73,347		)
Payments on 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

(19) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (Continued)

Following is the condensed consolidating statement of cash flows for the year ended December 31, 2014 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash (used in) from operating activities	$	(5,242	)	$	70,761		$	250,433		(18,586		)	$	297,366
Cash flows from investing activities:
Additions to property, plant and equipment	—			(172,525		)	(85,088		)	—			(257,613		)
Proceeds from sales of fixed assets and assets held for sale	—			3,956			4,208			—			8,164
Acquisitions, net of cash acquired	—			(6,550		)	(9,637		)	—			(16,187		)
Additions to intangible assets including costs to obtain or renew permits	—			(623		)	(5,896		)	—			(6,519		)
Intercompany	—			(112,134		)	—			112,134			—
Intercompany debt	—			143,467			—			(143,467		)	—
Proceeds from sale of long-term investments	—			—			13,861			—			13,861
Net cash used in investing activities	—			(144,409		)	(82,552		)	(31,333		)	(258,294		)
Cash flows used in financing activities:
Change in uncashed checks	—			11,046			4,023			—			15,069
Proceeds from employee stock purchase plan	4,364			—			—			—			4,364
Remittance of shares, net	(2,793		)	—			—			—			(2,793		)
Repurchases of common stock	(104,341		)	—			—			—			(104,341		)
Excess tax benefit of stock-based compensation	878			—			—			—			878
Payments of capital leases	—			(170		)	(1,952		)	—			(2,122		)
Repayments of long-term obligations	(5,000		)	—			—			—			(5,000		)
Dividends paid	—			(18,586		)	—			18,586			—
Intercompany	112,134			—			—			(112,134		)	—
Intercompany debt	—			—			(143,467		)	143,467			—
Net cash used in financing activities	5,242			(7,710		)	(141,396		)	49,919			(93,945		)
Effect of exchange rate change on cash	—			—			(8,321		)	—			(8,321		)
(Decrease) increase in cash and cash equivalents	—			(81,358		)	18,164			—			(63,194		)
Cash and cash equivalents, beginning of year	1,006			235,505			73,562			—			310,073
Cash and cash equivalents, end of year	$	1,006		$	154,147		$	91,726		$	—		$	246,879