GUARANTOR AND NON-GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

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”).

Following is the condensed consolidating balance sheet at June 30, 2018 (in thousands):



	Clean Harbors, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Total
Assets:
Cash and cash equivalents	$	51,960	$	92,833	$	52,275	$	—		$	197,068
Short-term marketable securities	—		—		36,862		—			36,862
Intercompany receivables	250,206		651,218		61,125		(962,549		)	—
Accounts receivable, net	—		497,775		92,805		—			590,580
Other current assets	—		260,489		60,225		(8,742		)	311,972
Property, plant and equipment, net	—		1,243,171		366,211		—			1,609,382
Investments in subsidiaries	3,135,271		599,091		—		(3,734,362		)	—
Intercompany debt receivable	—		15,224		21,000		(36,224		)	—
Goodwill	—		437,229		60,022		—			497,251
Permits and other intangibles, net	—		402,096		53,824		—			455,920
Other long-term assets	2,283		12,337		1,811		(5		)	16,426
Total assets	$	3,439,720	$	4,211,463	$	806,160	$	(4,741,882	)	$	3,715,461
Liabilities and Stockholders’ Equity:
Current liabilities	$	16,627	$	406,111	$	129,672	$	(8,742	)	$	543,668
Intercompany payables	637,318		309,423		15,808		(962,549		)	—
Closure, post-closure and remedial liabilities, net	—		146,922		16,850		—			163,772
Long-term obligations, net	1,624,727		—		—		—			1,624,727
Intercompany debt payable	—		21,000		15,224		(36,224		)	—
Other long-term liabilities	—		200,999		21,252		(5		)	222,246
Total liabilities	2,278,672		1,084,455		198,806		(1,007,520		)	2,554,413
Stockholders’ equity	1,161,048		3,127,008		607,354		(3,734,362		)	1,161,048
Total liabilities and stockholders’ equity	$	3,439,720	$	4,211,463	$	806,160	$	(4,741,882	)	$	3,715,461

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 June 30, 2018 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	544,521		$	165,435		$	(13,177	)	$	696,779
Product revenues	—			137,891			17,363			(2,893		)	152,361
Total revenues	—			682,412			182,798			(16,070		)	849,140
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			361,644			124,956			(13,177		)	473,423
Product cost of revenues	—			102,442			10,612			(2,893		)	110,161
Total cost of revenues	—			464,086			135,568			(16,070		)	583,584
Selling, general and administrative expenses	133			105,022			20,840			—			125,995
Accretion of environmental liabilities	—			2,194			254			—			2,448
Depreciation and amortization	—			52,864			19,896			—			72,760
(Loss) income from operations	(133		)	58,246			6,240			—			64,353
Other income, net	—			269			577			—			846
Interest (expense) income, net	(21,216		)	238			209			—			(20,769		)
Equity in earnings of subsidiaries, net of taxes	46,118			2,230			—			(48,348		)	—
Intercompany interest income (expense)	—			1,084			(1,084		)	—			—
Income before (benefit) provision for income taxes	24,769			62,067			5,942			(48,348		)	44,430
(Benefit) provision for income taxes	(5,978		)	18,228			1,433			—			13,683
Net income	30,747			43,839			4,509			(48,348		)	30,747
Other comprehensive loss	(4,942		)	(4,942		)	(10,435		)	15,377			(4,942		)
Comprehensive income (loss)	$	25,805		$	38,897		$	(5,926	)	$	(32,971	)	$	25,805

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, net	(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, net	(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 six months ended June 30, 2018 (in thousands):



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Revenues
Service revenues	$	—		$	1,026,004		$	317,836		$	(27,342	)	$	1,316,498
Product revenues	—			259,473			28,813			(5,866		)	282,420
Total revenues	—			1,285,477			346,649			(33,208		)	1,598,918
Cost of revenues (exclusive of items shown separately below)
Service cost of revenues	—			689,824			258,590			(27,342		)	921,072
Product cost of revenues	—			197,480			17,323			(5,866		)	208,937
Total cost of revenues	—			887,304			275,913			(33,208		)	1,130,009
Selling, general and administrative expenses	168			198,865			42,050			—			241,083
Accretion of environmental liabilities	—			4,370			508			—			4,878
Depreciation and amortization	—			106,568			41,036			—			147,604
(Loss) income from operations	(168		)	88,370			(12,858		)	—			75,344
Other income, net	—			184			363			—			547
Interest (expense) income, net	(42,215		)	743			433			—			(41,039		)
Equity in earnings of subsidiaries, net of taxes	48,632			(17,832		)	—			(30,800		)	—
Intercompany interest income (expense)	—			2,445			(2,445		)	—			—
Income (loss) before (benefit) provision for income taxes	6,249			73,910			(14,507		)	(30,800		)	34,852
(Benefit) provision for income taxes	(11,867		)	27,329			1,274			—			16,736
Net income (loss)	18,116			46,581			(15,781		)	(30,800		)	18,116
Other comprehensive loss	(21,688		)	(21,688		)	(24,442		)	46,130			(21,688		)
Comprehensive (loss) income	$	(3,572	)	$	24,893		$	(40,223	)	$	15,330		$	(3,572	)

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



	Clean Harbors, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Total
Net cash from operating activities	$	790		$	121,021		$	7,859		$	—		$	129,670
Cash flows used in investing activities:
Additions to property, plant and equipment	—			(77,773		)	(16,366		)	—			(94,139		)
Proceeds from sale and disposal of fixed assets	—			1,035			1,606			—			2,641
Acquisitions, net of cash acquired	—			(123,750		)	—			—			(123,750		)
Additions to intangible assets, including costs to obtain or renew permits	—			(1,991		)	(115		)	—			(2,106		)
Proceeds from sale of available-for-sale securities	—			—			11,214			—			11,214
Purchases of available-for-sale securities	—			—			(10,001		)	—			(10,001		)
Intercompany	—			(30,657		)	—			30,657			—
Net cash used in investing activities	—			(233,136		)	(13,662		)	30,657			(216,141		)

Cash flows (used in) from financing activities:
Change in uncashed checks	—			(2,829		)	26			—			(2,803		)
Tax payments related to withholdings on vested restricted stock	(2,175		)	—			—			—			(2,175		)
Repurchases of common stock	(26,482		)	—			—			—			(26,482		)
Deferred financing costs paid	(468		)	—			—			—			(468		)
Principal payment on debt	(2,000		)	—			—			—			(2,000		)
Intercompany	30,657			—			—			(30,657		)	—
Net cash (used) from in financing activities	(468		)	(2,829		)	26			(30,657		)	(33,928		)
Effect of exchange rate change on cash	—			—			(1,932		)	—			(1,932		)
Increase (decrease) in cash and cash equivalents	322			(114,944		)	(7,709		)	—			(122,331		)
Cash and cash equivalents, beginning of period	51,638			207,777			59,984			—			319,399
Cash and cash equivalents, end of period	$	51,960		$	92,833		$	52,275		$	—		$	197,068

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 sale and disposal of fixed assets	—			984			1,137			—			2,121
Acquisitions, net of cash acquired	—			(9,277		)	—			—			(9,277		)
Proceeds from 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 available-for-sale securities	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
Tax payments related to withholdings on vested restricted stock	(2,132		)	—			—			—			(2,132		)
Repurchases of common stock	(12,257		)	—			—			—			(12,257		)
Deferred financing costs paid	(4,727		)	—			—			—			(4,727		)
Premium 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