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

Acquisitions

During the nine months ended September 30, 2017, the Company completed 24 acquisitions. The acquisitions were all considered to be business combinations.

The following table summarizes the locations, services and type of our acquisitions for the nine months ended September 30, 2017:

			Service						Type
Acquisition Locations	Total Number of Acquisitions		Regulated Waste		Secure Information Destruction		Communication Services		Acquisitions of Selected Assets and Liabilities		Acquisitions of Stock
United States		16		2		13		1		16		—
Canada		1		—		1		—		—		1
Republic of Korea		2		2		—		—		2		—
Netherlands		2		1		1		—		2		—
Portugal		1		1		—		—		—		1
France		1		—		1		—		1		—
Spain		1		1		—		—		—		1
Total		24		7		16		1		21		3

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 nine months ended September 30, 2017:

In thousands
	Nine Months Ended September 30, 2017
	Current Period Acquisitions		Adjustments to Prior Year Acquisitions			Total
Cash	$	24,336	$	(524	)	$	23,812
Promissory notes		17,235		(440	)		16,795
Deferred consideration		1,001		—			1,001
Contingent consideration		53		(10,000	)		(9,947	)
Total purchase price	$	42,625	$	(10,964	)	$	31,661

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 nine months ended September 30, 2017, we recognized an increase in goodwill of $23.7 million related to current period acquisitions, excluding the effect of foreign currency translation. Approximately $21.8 million of the goodwill recognized from current period acquisitions will be deductible for income taxes.

During the nine months ended September 30, 2017, we recognized an increase of $15.5 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 nine months ended September 30, 2017:

In thousands
	Nine Months Ended September 30, 2017
	Current Period Acquisitions			Adjustments to Prior Year Acquisitions			Total
Fixed assets	$	2,967		$	(912	)	$	2,055
Intangibles		15,495			7,806			23,301
Goodwill		23,747			(14,502	)		9,245
Other assets and liabilities, net		730			—			730
Net deferred tax liabilities		(314	)		(3,356	)		(3,670	)
Total purchase price allocation	$	42,625		$	(10,964	)	$	31,661

During the three months ended September 30, 2017 and 2016, the Company incurred $16.4 million and $21.4 million, respectively, of acquisition and integration expenses related to acquiring businesses, reported within SG&A on the Condensed Consolidated Statements of Income (Loss). During the nine months ended September 30, 2017 and 2016, these costs were $60.0 million and $68.9 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 Income (Loss) 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 nine months ended September 30, 2017, we sold certain assets and liabilities in the United Kingdom (the “UK”) for $1.2 million resulting in a pretax loss of $5.6 million ($4.5 million, net of tax) which is included in SG&A on the Condensed Consolidated Statements of Income (Loss).

Assets and Liabilities Held for Sale

As of September 30, 2017 and December 31, 2016, certain of our international operations were classified as held for sale. During the nine months ended September 30, 2017, we recorded a $7.1 million asset impairment charge which is included in SG&A on the Condensed Consolidated Statements of Income (Loss). The incremental impairment charge was driven by the decision to sell more of a business to a prospective buyer and primarily resulted from an update to the allocation of goodwill based on the relative fair value of the expected disposal group to its respective reporting unit. The fair value of 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 as 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:

In thousands
	September 30, 2017		December 31, 2016
Total current assets	$	8,448	$	3,050
Fixed assets		11,458		4,915
Goodwill		1,921		80
Intangibles		2,939		753
Other assets		790		336
Assets held for sale	$	25,556	$	9,134

Total current liabilities	$	5,273	$	2,532
Deferred income taxes		330		326
Liabilities held for sale	$	5,603	$	2,858

The Company determined that the operations included in the table above did not meet the criteria to be classified as discontinued operations under the applicable guidance.