BUSINESS COMBINATIONS

2018 Acquisitions

On August 31, 2018, the Company acquired a privately-owned company which expands the environmental services and waste oil capabilities of the Company for a $27.3 million purchase price, net of cash. The acquired company is included in the Safety-Kleen and Environmental Services segments. In connection with this acquisition, a preliminary goodwill amount of $15.8 million was recognized. The results of operations of this acquired business were not material in 2018.

On February 23, 2018, the Company completed the acquisition of the U.S. Industrial Cleaning Business of Veolia Environmental Services North America LLC (the "Veolia Business"). The acquisition provides significant scale and industrial services capabilities while increasing the size of the Company's existing U.S. Industrial Services business. The Company acquired the Veolia Business for a preliminary purchase price of $124.0 million, which remains subject to certain post-closing adjustments. The amount of revenue from the Veolia Business included in the Company's results of operations for the year ended December 31, 2018 was $154.0 million. The amount of pre-tax loss from the Veolia Business included in the Company's results of operations for the year ended December 31, 2018 was $0.9 million, which included $14.6 million in depreciation expense as well as $0.6 million of amortization expense related to intangible assets. During the year ended December 31, 2018, the Company incurred acquisition-related costs of approximately $1.4 million in connection with the transaction which

(4) BUSINESS COMBINATIONS (Continued)

are included in selling, general and administrative expenses in the consolidated statements of operations. The Veolia Business is included in the Environmental Services segment.

The components and preliminary allocation of the purchase price for the Veolia Business consist of the following amounts (in thousands):



	At Acquisition Date As Reported December 31, 2018
Accounts receivable, including unbilled receivable	$	38,201
Inventories and supplies	1,126
Prepaid expenses and other current assets	828
Property, plant and equipment	72,243
Permits and other intangibles	5,140
Current liabilities	(18,025		)
Closure and post-closure liabilities	(354		)
Total identifiable net assets	99,159
Goodwill	24,873
Total purchase price	$	124,032

The weighted average amortization period for the intangibles acquired is 8.2 years. The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible net assets and intangible assets acquired, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and growth potential that the Company expects to realize from this acquisition. Goodwill generated from the acquisition is deductible for tax purposes.

Pro forma revenue and earnings amounts on a combined basis as if these acquisitions had been completed on January 1, 2017 are immaterial to the consolidated financial statements of the Company since that date.

2017 Acquisitions

On July 14, 2017, the Company acquired Lonestar West Inc. ("Lonestar"), a public company headquartered in Alberta, Canada, for approximately CAD $41.8 million, ($33.1 million USD), net of cash acquired, which included an equity payout of CAD $0.72 per share to Lonestar shareholders and the assumption of approximately CAD $21.3 million ($16.8 million USD) in outstanding debt, which Clean Harbors subsequently repaid. The acquisition supports the Company's growth in the daylighting and hydro excavation services markets. In addition to increasing the size of the Company's hydro vac fleet, Lonestar's network of locations provides the Company with direct access to key geographic markets in both the United States and Canada. The acquired company is included in the Environmental Services segment. In connection with this acquisition a goodwill amount of $2.8 million was recognized.

On January 31, 2017, the Company acquired a privately held company for a purchase price of approximately $11.9 million in cash, net of cash acquired. The acquired business produces and distributes oil products and therefore complements the Company's closed loop model as it relates to the sale of its oil products. The acquired company is included in the Safety-Kleen segment. In connection with this acquisition a goodwill amount of $5.0 million was recognized.

The combined amount of direct revenue from the acquisitions included in the Company's results of operations for the year ended December 31, 2017 was approximately $14.5 million. Pro forma revenue and earnings amounts on a combined basis as if these acquisitions had been completed on January 1, 2016 are immaterial to the consolidated financial statements of the Company since that date.

(4) BUSINESS COMBINATIONS (Continued)

2016 Acquisitions

During 2016, the Company acquired seven businesses that complement the strategy to create a closed loop model as it relates to the sale of the Company's oil products. These acquisitions provided the Company with three additional oil re-refineries while also expanding its used motor oil collection network and providing greater blending and packaging capabilities. These acquisitions also provide the Company with greater access to customers in the West Coast region of the United States and additional locations with Part B permits. Operations of these acquisitions were primarily integrated into the Safety-Kleen operating segment with certain operations also integrated into the Environmental Services segment.

The combined purchase price for the seven acquisitions was $204.8 million paid in cash and subject to customary post-closing adjustments. The combined amount of direct revenue from the acquisitions included in the Company's results of operations for the year ended December 31, 2016 was approximately $69.8 million. Upon acquisition, the acquired entities were immediately integrated into the Company's operating segments. Therefore it is impracticable to measure earnings attributable to the acquired businesses. During the year ended December 31, 2016, the Company incurred acquisition-related costs of approximately $1.7 million in connection with the transactions which are included in selling, general and administrative expenses in the consolidated statements of operations.

The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of the acquisition dates. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The Company finalized the purchase accounting for the seven acquisitions in the second quarter of 2017.

The allocation of the purchase price consists of the following amounts (in thousands):



	Final Allocation
Accounts receivable	$	16,242
Inventories and supplies	12,688
Prepaid expenses and other current assets	752
Property, plant and equipment	143,916
Permits and other intangibles	28,856
Current liabilities	(19,905		)
Closure and post-closure liabilities, less current portion	(3,004		)
Remedial liabilities, less current portion	(2,545		)
Deferred taxes, unrecognized tax benefits and other long-term liabilities	(20,219		)
Total identifiable net assets	156,781
Goodwill	47,977
Total purchase price, net of cash acquired	$	204,758

The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible net assets and intangible assets acquired, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and growth potential that the Company expects to realize from these acquisitions. Goodwill generated from the acquisitions was not deductible for tax purposes.