GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

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 June 30, 2017 (in thousands):



	Clean Harbors, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	51,391	$	303,996	$	90,979	$	—		$	446,366
Intercompany receivables	220,885		314,705		38,312		(573,902		)	—
Accounts receivables, net	—		419,338		93,037		—			512,375
Other current assets	897		222,283		59,658		(6,845		)	275,993
Property, plant and equipment, net	—		1,198,630		403,823		—			1,602,453
Investments in subsidiaries	2,893,232		570,837		—		(3,464,069		)	—
Intercompany debt receivable	—		89,441		24,701		(114,142		)	—
Goodwill	—		416,775		56,044		—			472,819
Permits and other intangibles, net	—		421,793		61,035		—			482,828
Other long-term assets	2,363		7,555		4,598		(1,068		)	13,448
Total assets	$	3,168,768	$	3,965,353	$	832,187	$	(4,160,026	)	$	3,806,282
Liabilities and Stockholders’ Equity:
Current liabilities	$	123,095	$	375,919	$	127,131	$	(6,845	)	$	619,300
Intercompany payables	314,530		257,453		1,919		(573,902		)	—
Closure, post-closure and remedial liabilities, net	—		145,777		16,475		—			162,252
Long-term obligations	1,626,505		—		—		—			1,626,505
Intercompany debt payable	3,701		21,000		89,441		(114,142		)	—
Other long-term liabilities	—		278,833		19,523		(1,068		)	297,288
Total liabilities	2,067,831		1,078,982		254,489		(695,957		)	2,705,345
Stockholders’ equity	1,100,937		2,886,371		577,698		(3,464,069		)	1,100,937
Total liabilities and stockholders’ equity	$	3,168,768	$	3,965,353	$	832,187	$	(4,160,026	)	$	3,806,282

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 receivables, 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

Following is the consolidating statement of operations for the three months ended June 30, 2017 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	474,801		$	147,924		$	(11,785	)	$	610,940
Product revenues	—			125,859			18,730			(2,741		)	141,848
Total revenues	—			600,660			166,654			(14,526		)	752,788
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			306,960			117,181			(11,785		)	412,356
Product cost of revenues	—			98,645			11,543			(2,741		)	107,447
Total cost of revenues	—			405,605			128,724			(14,526		)	519,803
Selling, general and administrative expenses	27			92,504			19,763			—			112,294
Accretion of environmental liabilities	—			2,181			235			—			2,416
Depreciation and amortization	—			51,937			19,594			—			71,531
(Loss) income from operations	(27		)	48,433			(1,662		)	—			46,744
Other expense	(76		)	(406		)	(351		)	—			(833		)
Loss on early extinguishment of debt	(6,045		)	—			—			—			(6,045		)
Gain on sale of business	—			31,722			—			—			31,722
Interest (expense) income	(22,614		)	240			(118		)	—			(22,492		)
Equity in earnings of subsidiaries, net of taxes	43,167			(5,332		)	—			(37,835		)	—
Intercompany interest income (expense)	—			1,268			(1,268		)	—			—
Income (loss) before (benefit) provision for income taxes	14,405			75,925			(3,399		)	(37,835		)	49,096
(Benefit) provision for income taxes	(11,475		)	31,981			2,710			—			23,216
Net income (loss)	25,880			43,944			(6,109		)	(37,835		)	25,880
Other comprehensive income	15,098			15,098			12,837			(27,935		)	15,098
Comprehensive income	$	40,978		$	59,042		$	6,728		$	(65,770	)	$	40,978

Following is the consolidating statement of operations for the three months ended June 30, 2016 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	456,013		$	139,413		$	(10,864	)	$	584,562
Product revenues	—			95,648			19,391			(2,091		)	112,948
Total revenues	—			551,661			158,804			(12,955		)	697,510
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	(587		)	292,343			107,792			(10,864		)	388,684
Product cost of revenues	—			79,108			14,301			(2,091		)	91,318
Total cost of revenues	(587		)	371,451			122,093			(12,955		)	480,002
Selling, general and administrative expenses	37			83,882			23,144			—			107,063
Accretion of environmental liabilities	—			2,313			235			—			2,548
Depreciation and amortization	—			50,696			22,697			—			73,393
Income (loss) from operations	550			43,319			(9,365		)	—			34,504
Other income (expense)	—			400			(589		)	—			(189		)
Interest (expense) income	(22,962		)	1,284			31			—			(21,647		)
Equity in earnings of subsidiaries, net of taxes	17,413			(9,195		)	—			(8,218		)	—
Intercompany interest income (expense)	—			5,497			(5,497		)	—			—
(Loss) income before (benefit) provision for income taxes	(4,999		)	41,305			(15,420		)	(8,218		)	12,668
(Benefit) provision for income taxes	(8,965		)	23,892			(6,225		)	—			8,702
Net income (loss)	3,966			17,413			(9,195		)	(8,218		)	3,966
Other comprehensive loss	(1,178		)	(1,178		)	(597		)	1,775			(1,178		)
Comprehensive income (loss)	$	2,788		$	16,235		$	(9,792	)	$	(6,443	)	$	2,788

Following is the consolidating statement of operations for the six months ended June 30, 2017 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	918,106		$	278,995		$	(25,947	)	$	1,171,154
Product revenues	—			242,509			34,061			(5,995		)	270,575
Total revenues	—			1,160,615			313,056			(31,942		)	1,441,729
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			601,105			228,285			(25,947		)	803,443
Product cost of revenues	—			195,150			23,790			(5,995		)	212,945
Total cost of revenues	—			796,255			252,075			(31,942		)	1,016,388
Selling, general and administrative expenses	51			184,675			39,789			—			224,515
Accretion of environmental liabilities	—			4,236			470			—			4,706
Depreciation and amortization	—			103,837			40,106			—			143,943
(Loss) income from operations	(51		)	71,612			(19,384		)	—			52,177
Other expense	(222		)	(1,795		)	(365		)	—			(2,382		)
Loss on early extinguishment of debt	(6,045		)	—			—			—			(6,045		)
Gain on sale of business	—			31,722			—			—			31,722
Interest (expense) income	(45,273		)	359			(154		)	—			(45,068		)
Equity in earnings of subsidiaries, net of taxes	35,530			(27,156		)	—			(8,374		)	—
Intercompany interest income (expense)	—			2,565			(2,565		)	—			—
(Loss) income before (benefit) provision for income taxes	(16,061		)	77,307			(22,468		)	(8,374		)	30,404
(Benefit) provision for income taxes	(20,548		)	41,618			4,847			—			25,917
Net income (loss)	4,487			35,689			(27,315		)	(8,374		)	4,487
Other comprehensive income	21,149			21,149			17,869			(39,018		)	21,149
Comprehensive income (loss)	$	25,636		$	56,838		$	(9,446	)	$	(47,392	)	$	25,636

Following is the consolidating statement of operations for the six months ended June 30, 2016 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	884,490		$	253,436		$	(23,133	)	$	1,114,793
Product revenues	—			185,236			38,104			(4,540		)	218,800
Total revenues	—			1,069,726			291,540			(27,673		)	1,333,593
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	(587		)	575,307			211,083			(23,133		)	762,670
Product cost of revenues	—			158,462			27,689			(4,540		)	181,611
Total cost of revenues	(587		)	733,769			238,772			(27,673		)	944,281
Selling, general and administrative expenses	61			164,537			46,949			—			211,547
Accretion of environmental liabilities	—			4,603			450			—			5,053
Depreciation and amortization	—			99,391			42,904			—			142,295
Income (loss) from operations	526			67,426			(37,535		)	—			30,417
Other income (expense)	—			312			(851		)	—			(539		)
Interest (expense) income	(43,105		)	2,395			83			—			(40,627		)
Equity in earnings of subsidiaries, net of taxes	8,642			(35,690		)	—			27,048			—
Intercompany interest income (expense)	—			10,656			(10,656		)	—			—
(Loss) income before (benefit) provision for income taxes	(33,937		)	45,099			(48,959		)	27,048			(10,749		)
(Benefit) provision for income taxes	(17,032		)	36,457			(13,269		)	—			6,156
Net (loss) income	(16,905		)	8,642			(35,690		)	27,048			(16,905		)
Other comprehensive income	44,659			44,659			28,330			(72,989		)	44,659
Comprehensive income (loss)	$	27,754		$	53,301		$	(7,360	)	$	(45,941	)	$	27,754

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2017 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash (used in) from operating activities	$	(93,808	)	$	206,496		$	4,243		$	—		$	116,931
Cash flows from (used in) investing activities:
Additions to property, plant and equipment	—			(75,152		)	(13,590		)	—			(88,742		)
Proceeds from sales of fixed assets	—			984			1,137			—			2,121
Acquisitions, net of cash acquired	—			(9,277		)	—			—			(9,277		)
Proceeds on sale of businesses, net of transactional costs	—			46,210			181			—			46,391
Additions to intangible assets, including costs to obtain or renew permits	—			(888		)	(351		)	—			(1,239		)
Proceeds from sale of investments	376			—			—			—			376
Intercompany	—			(14,343		)	—			14,343			—
Net cash from (used in) investing activities	376			(52,466		)	(12,623		)	14,343			(50,370		)

Cash flows from (used in) financing activities:
Change in uncashed checks	—			(5,977		)	(2,384		)	—			(8,361		)
Proceeds from exercise of stock options	46			—			—			—			46
Issuance of restricted shares, net of shares remitted	(2,132		)	—			—			—			(2,132		)
Repurchases of common stock	(12,257		)	—			—			—			(12,257		)
Deferred financing costs paid	(4,727		)	—			—			—			(4,727		)
Premiums paid on early extinguishment of debt	(4,665		)	—			—			—			(4,665		)
Principal payment on debt	(296,202		)	—			—			—			(296,202		)
Issuance of senior secured notes, net of discount	399,000			—			—			—			399,000
Intercompany	14,343			—			—			(14,343		)	—
Net cash from (used in) financing activities	93,406			(5,977		)	(2,384		)	(14,343		)	70,702
Effect of exchange rate change on cash	—			—			2,106			—			2,106
(Decrease) increase in cash and cash equivalents	(26		)	148,053			(8,658		)	—			139,369
Cash and cash equivalents, beginning of period	51,417			155,943			99,637			—			306,997
Cash and cash equivalents, end of period	$	51,391		$	303,996		$	90,979		$	—		$	446,366

Following is the condensed consolidating statement of cash flows for the six months ended June 30, 2016 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash from operating activities	$	42,990		$	65,860		$	11,201		$	—		$	120,051
Cash flows used in investing activities:
Additions to property, plant and equipment	—			(105,175		)	(18,354		)	—			(123,529		)
Proceeds from sales of fixed assets	—			694			1,974			—			2,668
Acquisitions, net of cash acquired	—			(48,989		)	(10,000		)	—			(58,989		)
Additions to intangible assets, including costs to obtain or renew permits	—			(908		)	(65		)	—			(973		)
Purchases of available-for-sale securities	(102		)	—			(496		)	—			(598		)
Intercompany	—			(11,827		)	—			11,827			—
Investment in subsidiaries	(250,625		)	—			—			250,625			—
Net cash used in investing activities	(250,727		)	(166,205		)	(26,941		)	262,452			(181,421		)

Cash flows from (used in) financing activities:
Change in uncashed checks	—			(9,266		)	(1,756		)	—			(11,022		)
Proceeds from exercise of stock options	184			—			—			—			184
Issuance of restricted shares, net of shares remitted	(1,879		)	—			—			—			(1,879		)
Repurchases of common stock	(10,134		)	—			—			—			(10,134		)
Excess tax benefit of stock-based compensation	2			—			—			—			2
Deferred financing costs paid	(2,614		)	—			—			—			(2,614		)
Issuance of senior unsecured notes, including premium	250,625			250,625			—			(250,625		)	250,625
Intercompany	11,827			—			—			(11,827		)	—
Net cash from (used in) financing activities	248,011			241,359			(1,756		)	(262,452		)	225,162
Effect of exchange rate change on cash	—			—			4,423			—			4,423
Increase (decrease) in cash and cash equivalents	40,274			141,014			(13,073		)	—			168,215
Cash and cash equivalents, beginning of period	11,017			83,479			90,212			—			184,708
Cash and cash equivalents, end of period	$	51,291		$	224,493		$	77,139		$	—		$	352,923