NOTE 3 – ACQUISITIONS, DIVESTITURES, AND ASSETS HELD FOR SALE

Acquisitions

During the three months ended March 31, 2017, we completed thirteen acquisitions.

Domestically and in Canada, we acquired 100% of the stock of one and selected assets and liabilities of seven secure information destruction businesses, and one communication services business.

Internationally (exclusive of Canada), we acquired selected assets and liabilities of one regulated waste business and one secure information destruction business in the Netherlands. We also acquired 100% of the stock of one regulated waste business in Portugal and one regulated waste business in Spain.

The acquisitions were all considered to be business combinations.

The following table summarizes the locations of our acquisitions for the three months ended March 31, 2017:

Acquisition Locations	2017
United States		8
Canada		1
Netherlands		2
Portugal		1
Spain		1
Total		13

The following table summarizes the acquisition date fair value of consideration transferred for the current period acquisitions and the adjustments to the consideration transferred for prior year acquisitions during the three months ended March 31, 2017:

In thousands
	Three Months Ended March 31, 2017
	Current Period Acquisitions		Adjustments to Prior Year Acquisitions			Total
Cash	$	16,833	$	38		$	16,871
Promissory notes		13,104		(213	)		12,891
Deferred consideration		1,001		—			1,001
Contingent consideration		53		—			53
Total purchase price	$	30,991	$	(175	)	$	30,816

For financial reporting purposes, our acquisitions were accounted for using the acquisition method of accounting. These acquisitions resulted in the recognition of goodwill in our financial statements reflecting the premium paid to acquire businesses that we believe are complementary to our existing operations and fit our growth strategy. During the three months ended March 31, 2017, we recognized an increase in goodwill of $19.1 million related to current period acquisitions, excluding the effect of foreign currency translation. Approximately $16.9 million of the goodwill recognized from current period acquisitions will be deductible for income taxes.

During the three months ended March 31, 2017, we recognized an increase of $11.5 million in the estimated fair value of acquired customer relationships for the current period acquisitions, excluding the effect of foreign currency translation, with amortizable lives of 10 to 20 years.

The fair value of consideration transferred in a business combination is allocated to the tangible and intangible assets assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The allocations of the acquisition price for recent acquisitions have been prepared on a preliminary basis, pending completion of certain intangible asset valuations and finalization of the respective opening balance sheets. The following table summarizes the preliminary purchase price allocation for current period acquisitions and various adjustments to our prior year acquisitions during the three months ended March 31, 2017:

In thousands
	Three Months Ended March 31, 2017
	Current Period Acquisitions			Adjustments to Prior Year Acquisitions			Total
Fixed assets	$	517		$	(675	)	$	(158	)
Intangibles		11,515			2,124			13,639
Goodwill		19,107			(216	)		18,891
Net other assets/(liabilities)		166			(10	)		156
Net deferred tax liabilities		(314	)		(1,398	)		(1,712	)
Total purchase price allocation	$	30,991		$	(175	)	$	30,816

During the three months ended March 31, 2017 and 2016, the Company incurred $19.8 million and $22.3 million, respectively, of acquisition and integration expenses related to acquiring new businesses. Acquisition-related costs are costs the Company incurs to effect a business combination such as due diligence and legal expenses, costs of maintaining an internal acquisitions department, direct travel expense related to acquisitions, government fees, and environmental studies. Integration-related costs are costs the Company incurs after an acquisition is completed to integrate the acquired business’ operations with the Company and include, for example, integration of our sales and collection processes and systems to support those efforts, rebranding to the Company’s name, severance expense related to personnel redundancies, and other. These expenses are included within SG&A in the Condensed Consolidated Statements of Income. The results of operations of these acquired businesses have been included in the Condensed Consolidated Statements of Income from the date of the acquisition. Pro forma results of operations for these acquisitions are not presented because the pro forma effects, individually or in the aggregate, were not material to the Company’s results of operations.

Divestitures

There were no divestitures during the three months ended March 31, 2017 and 2016.

Assets and Liabilities Held for Sale

As of March 31, 2017, we have certain of our international operations classified as held for sale. No material changes to the fair value of these assets and liabilities held for sale were recorded during the three months ended March 31, 2017. Fair value of these assets and liabilities held for sale is subject to changes in estimates as a result of evolving market conditions, negotiations, and other matters. The assets and liabilities of the disposal groups are presented in Assets held for sale and Liabilities held for sale in the Condensed Consolidated Balance Sheet.

The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the Condensed Consolidated Balance Sheet at March 31, 2017:

In thousands
Accounts receivable	$	2,756
Inventory		226
Prepaid expenses		284
Fixed assets		5,189
Goodwill		63
Intangibles		765
Other assets		345
Assets held for sale	$	9,628

Current portion of long-term debt	$	1,010
Accounts payable		984
Accrued liabilities		843
Other current liabilities		1
Deferred income taxes		334
Liabilities held for sale	$	3,172