Business Acquisitions, Investments and Restructuring Charges

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES

Acquisitions

We acquired various environmental services businesses during the three months ended March 31, 2025 and 2024. The aggregate purchase price paid for these business acquisitions and the allocations of the aggregate purchase price follows:


	2025		2024
Purchase price:
Cash used in acquisitions, net of cash acquired of $7 and $1, respectively	$	819	$	41

Holdbacks	7		—


Total	$	826	$	41
Allocated as follows:

Accounts receivable	$	27	$	2
Prepaid expenses	2		—

Property and equipment	124		20
Operating right-of-use lease assets	10		—


Other assets	2		—

Accounts payable	(5)		(1)

Environmental remediation liabilities	(12)		—

Operating right-of-use lease liabilities	(10)		—
Deferred income tax liabilities	(16)		(1)
Other liabilities	(2)		—
Fair value of tangible assets acquired and liabilities assumed	120		20
Excess purchase price to be allocated	$	706	$	21
Excess purchase price allocated as follows:
Other intangible assets	$	108	$	4
Goodwill	598		17

Total allocated	$	706	$	21

Certain of the purchase price allocations are preliminary and based on information existing at the acquisition dates. The preliminary allocation of purchase price, including the value of certain tangible and intangible assets acquired as well as environmental liabilities assumed, is based on the best estimates of management and is subject to revision based on the final valuations. For the acquisitions that closed during the three months ended March 31, 2025, we expect that a majority of the goodwill and intangible assets recognized as a result of these acquisitions will not be deductible for tax purposes.

These acquisitions are not material to the Company's results of operations, individually or in the aggregate. As a result, no pro forma financial information is provided.

In February 2025, we acquired all of the issued and outstanding shares of COP Shamrock Parent, Inc. (Shamrock). Shamrock is a leading provider of industrial waste and wastewater treatment services. Shamrock's operations are primarily located in the northeastern and southeastern United States and provide us with a platform to pursue additional growth in our environmental solutions line of business.

Investments

We invest in non-controlling equity interests in certain limited liability companies that qualify for investment tax credits under Section 48 of the Internal Revenue Code. We account for these investments under the equity method of accounting utilizing the Hypothetical Liquidation at Book Value method. In exchange for our non-controlling interests, we made capital contributions of $87 million, which were recorded to other assets in our March 31, 2024 unaudited consolidated balance sheets. No capital contributions were made during the three months ended March 31, 2025. During the three months ended March 31, 2025 and 2024, we decreased the carrying value of these investments by $8 million and $9 million, respectively, as a result of our share of income and loss pursuant to the terms of the limited liability company agreements. For further discussion of the income tax benefits, refer to Note 11, Income Taxes, in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

In 2024, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct renewable natural gas projects at certain of our landfill locations in Illinois. As of March 31, 2025 and December 31, 2024, our carrying value in the joint venture was $38 million and $35 million, respectively. During the three months ended March 31, 2025 and 2024, we contributed $3 million and $29 million, respectively, in the joint venture. This investment is an unconsolidated variable interest entity (VIE) for which we do not have the power to direct the significant activities of the business, and it is accounted for under the equity method of accounting. Our risk of loss is materially consistent with our contributions to-date.

In 2022, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct renewable natural gas projects at our landfills across the United States. Certain of these investments qualified for investment tax credits under Section 48 of the Internal Revenue Code. As of March 31, 2025 and December 31, 2024, our carrying value in the joint venture was approximately $270 million. During the three months ended March 31, 2025 and 2024, we contributed $4 million and less than $1 million, respectively, into the joint venture. The investment is accounted for under the equity method of accounting.

In 2022, we acquired a non-controlling equity interest in Blue Polymers, LLC, a joint venture with Ravago, intended to help create vertical integration in the recycling market, and to further advance circularity by acquiring all olefins produced by the Company's Polymer Centers and produce custom blended pellets for food-grade and non-food-grade packaging. As of March 31, 2025 and December 31, 2024, our carrying value in the joint venture was $61 million and $55 million, respectively. During each of the three months ended March 31, 2025 and 2024, we contributed $8 million into the joint venture. This investment is an unconsolidated VIE for which we do not have the power to direct the significant activities of the business, and it is accounted for under the equity method of accounting. Our risk of loss is materially consistent with our contributions to-date.

These investments were recorded as other assets in our unaudited consolidated balance sheets as of March 31, 2025.

Restructuring Charges

During the three months ended March 31, 2025 and 2024, we incurred restructuring charges of $4 million and $6 million, respectively. The 2025 charges primarily related to the design and implementation of a new accounts receivable system. The 2024 charges primarily related to the redesign of our asset management, and customer and order management software systems. During the three months ended March 31, 2025 and 2024, we paid $3 million and $6 million, respectively, related to these restructuring efforts.