ACQUISITIONS AND DIVESTITURES

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS AND DIVESTITURES

The following table summarizes the locations of our acquisitions for the nine months ended September 30, 2013:

Acquisition Locations	2013
United States	12
Argentina	3
Brazil	2
Canada	2
Chile	1
Japan	3
Mexico	1
Portugal	2
Romania	4
Spain	2
United Kingdom	9
Total	41

During the quarter ended March 31, 2013, we completed twelve regulated waste acquisitions. Domestically, we acquired selected assets of one business. Internationally, we acquired 100% of the stock of one business in each of Canada, Chile, Portugal, and Romania and of three businesses in the United Kingdom. In addition, we acquired selected assets of two businesses in Japan, one in Spain, and one in the United Kingdom.

During the quarter ended June 30, 2013, we completed twelve acquisitions. Domestically, we acquired the selected assets of four regulated waste businesses. Internationally, in Brazil we acquired 100% of the stock of one regulated waste business and 70% of another regulated waste business. In the United Kingdom, we acquired 100% of the stock of a recall and returns business and 100% of the stock of a regulated waste business. In addition, we acquired selected assets of one regulated waste business in each of Japan, Portugal, Romania, and the United Kingdom.

During the quarter ended September 30, 2013, we completed seventeenacquisitions. Domestically we acquired the selected assets of five regulated waste businesses, one patient communication services, and 100% of the stock of another patient communication businesses. Internationally, we acquired selected assets of two regulated waste businesses in Romania, and one in Argentina. In addition, we acquired 100% of the stock of two patient communication services companies in the United Kingdom, two regulated waste businesses in Argentina, one in Canada, one in Spain, and in Mexico we acquired 51% stock of a regulated waste business.

The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid for acquisitions during the nine months ended September 30:

In thousands
	Nine Months Ended September 30,
	2013		2012
Cash	$	131,902	$	148,073
Promissory notes	56,602		24,496
Deferred consideration	28,550		18,259
Contingent consideration	3,378		13,606
Total purchase price	$	220,432	$	204,434

For financial reporting purposes, our 2013 and 2012 acquisitions were accounted for using the acquisition method of accounting. These acquisitions resulted in 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 nine months ended September 30, 2013, we recognized a net increase in goodwill of $153.5 million excluding the effect of foreign currency translation (see Note 9 – Goodwill and Other Intangible Assets, in the Notes to the Condensed Consolidated Financial Statements). A net increase of $62.8 million was assigned to our United States reporting segment, and $90.7 million was assigned to our International reporting segment. Approximately $70.2 million of the goodwill recognized during the nine months ended September 30, 2013 will be deductible for income taxes.

During the nine months ended September 30, 2013, we recognized a net increase in intangible assets of $79.8 million excluding the effect of foreign currency translation. The changes include $67.9 million in the estimated fair value of acquired customer relationships with amortizable lives of 15 to 40 years, $5.8 million in permits with indefinite lives, $5.8 million in tradename with indefinite life, $0.1 million in tradenames with amortizable lives of 10 to 15 years, and $0.2 million in non-competes with amortizable life of 5 years.

The purchase prices for these acquisitions in excess of acquired tangible assets have been primarily allocated to goodwill and other intangibles and are preliminary, pending completion of certain intangible asset valuations and completion accounts. The following table summarizes the preliminary purchase price allocation for current period acquisitions and other adjustments to purchase price allocations during the nine months ended September 30, 2013:

In thousands
Fixed assets	$	10,683
Intangibles	79,798
Goodwill	153,482
Net other assets/ (liabilities)	(3,156		)
Debt	(3,642		)
Net deferred tax liabilities	(12,521		)
Noncontrolling interests	(4,212		)
Total purchase price allocation	$	220,432

During the nine months ended September 30, 2013 and 2012, the Company incurred $6.2 million and $6.2 million, respectively, of acquisition related expenses. These expenses are included with SG&A on our Condensed Consolidated Statements of Income.