ACQUISITIONS AND DIVESTITURES

6 Months Ended

Jun. 30, 2011

ACQUISITIONS AND DIVESTITURES

NOTE 2 – ACQUISITIONS AND DIVESTITURES

The following table summarizes the locations of our acquisitions for the six months ended June 30, 2011:

Acquisition Locations	2011
United States		10
Argentina		1
Brazil		1
Canada		1
Chile		1
Ireland		1
Romania		3
United Kingdom		2
Total		20

During the quarter ended March 31, 2011, we completed nine acquisitions. Domestically, we acquired selected assets of three regulated waste businesses. Internationally, we acquired 100% of the stock of two regulated waste businesses in the UK and two regulated waste businesses in Romania, selected assets of a regulated waste business in Ireland, and 80% of the stock of a regulated waste business in Chile.

During the quarter ended June 30, 2011, we completed 11 acquisitions. Domestically, we completed our stock acquisition of Healthcare Waste Solutions, Inc., a Delaware corporation (“HWS”). We also acquired selected assets of five regulated waste businesses and all of the assets of a compliance business. Internationally, we acquired 100% of the stock of regulated waste businesses in Argentina and Canada, 70% of the stock of a regulated waste business in Brazil, and selected assets of a regulated waste business in Romania. We also increased our majority share in a previous acquisition in Brazil from 70% to 82.5%.

The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid on acquisitions during the six months ended June 30, 2011:

In thousands
Cash	$	280,823
Promissory notes		4,922
Deferred consideration		5,114
Total purchase price	$	290,859

During the six months ended June 30, 2011, we recognized $229.9 million in goodwill of which $216.6 million was assigned to our United States reporting segment and $13.3 million to our Foreign Countries reporting segment. Approximately $9.5 million of the goodwill recognized during the six months ended June 30, 2011 will be deductible for income taxes. During the six months ended June 30, 2011, we recognized $70.1 million in intangible assets of which $64.1 million represents the estimated fair value of acquired customer relationships with amortizable lives of 15-40 years. The allocation of the acquisition price paid is 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 six months ended June 30, 2011:

In thousands
Fixed assets	$	7,125
Intangibles		70,053
Goodwill		229,921
Net other assets/ (liabilities)		5,222
Debt		(1,235	)
Net deferred tax liabilities		(27,413	)
Noncontrolling interests		7,186
Total purchase price allocation	$	290,859

For financial reporting purposes, our 2011 and 2010 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 strategy. During the six months ended June 30, 2011 and 2010, the Company incurred $9.1 million and $1.4 million, respectively, of acquisition related expenses. These expenses are identified on our Condensed Consolidated Statements of Income as “acquisition expenses”. The purchase prices in excess of acquired tangible assets for these acquisitions have been primarily allocated to goodwill and other intangibles and are preliminary pending completion of certain intangible asset valuations.