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

Acquisitions

During the six months ended June 30, 2017, we completed 19 acquisitions.

Domestically and in Canada, we acquired 100% of the stock of one and selected assets and liabilities of nine secure information destruction businesses. We also acquired selected assets and liabilities of two regulated waste 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, and selected assets and liabilities of two regulated waste businesses in the Republic of Korea. 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 six months ended June 30, 2017:

Acquisition Locations	2017
United States		12
Canada		1
Republic of Korea		2
Netherlands		2
Portugal		1
Spain		1
Total		19

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 six months ended June 30, 2017:

In thousands
	Six Months Ended June 30, 2017
	Current Period Acquisitions		Adjustments to Prior Year Acquisitions			Total
Cash	$	21,140	$	19		$	21,159
Promissory notes		14,550		(440	)		14,110
Deferred consideration		1,001		—			1,001
Contingent consideration		53		—			53
Total purchase price	$	36,744	$	(421	)	$	36,323

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 six months ended June 30, 2017, we recognized an increase in goodwill of $20.5 million related to current period acquisitions, excluding the effect of foreign currency translation. Approximately $18.3 million of the goodwill recognized from current period acquisitions will be deductible for income taxes.

During the six months ended June 30, 2017, we recognized an increase of $13.4 million in the estimated fair value of acquired customer relationships for current period acquisitions, excluding the effect of foreign currency translation, with amortizable lives of 10 to 40 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 six months ended June 30, 2017:

In thousands
	Six Months Ended June 30, 2017
	Current Period Acquisitions			Adjustments to Prior Year Acquisitions			Total
Fixed assets	$	2,515		$	(979	)	$	1,536
Intangibles		13,436			5,800			19,236
Goodwill		20,514			(1,877	)		18,637
Net other assets/(liabilities)		593			(9	)		584
Net deferred tax liabilities		(314	)		(3,356	)		(3,670	)
Total purchase price allocation	$	36,744		$	(421	)	$	36,323

During the three months ended June 30, 2017 and 2016, the Company incurred $23.7 million and $25.2 million, respectively, of acquisition and integration expenses related to acquiring businesses, reported within SG&A on the Condensed Consolidated Statements of (Loss) Income. During the six months ended June 30, 2017 and 2016, these costs were $43.6 million and $47.4 million, respectively. 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 expenses 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. The results of operations of these acquired businesses have been included on the Condensed Consolidated Statements of (Loss) 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

During the second quarter of 2017, we sold certain assets and liabilities in the UK for $1.2 million resulting in a pretax loss of $3.6 million ($2.9 million, net of tax) which is included in SG&A on the Condensed Consolidated Statements of (Loss) Income.

Assets and Liabilities Held for Sale

As of June 30, 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 and six months ended June 30, 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 on the Condensed Consolidated Balance Sheets.

The following table presents information related to the major classes of assets and liabilities that were classified as held for sale on the Condensed Consolidated Balance Sheet at June 30, 2017:

In thousands
Total current assets	$	3,295
Fixed assets		4,494
Goodwill		279
Intangibles		375
Other assets		354
Assets held for sale	$	8,797

Total current liabilities	$	1,751
Deferred income taxes		343
Liabilities held for sale	$	2,094