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Acquisitions and Divestitures | 6 Months Ended
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Jun. 30, 2025
Acquisitions and Divestitures |
Acquisitions and Divestitures | 8. Acquisitions and Divestitures Acquisitions Stericycle Acquisition On June 3, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire all outstanding shares of Stericycle for $62.00 per share in cash, representing a total enterprise value of approximately $7.2 billion (net of cash acquired) when including the assumption of $0.5 billion of debt and the repayment of approximately $0.8 billion of net debt. The acquisition expands our offerings in the U.S., Canada and parts of Western Europe by providing regulated waste and compliance services and secure information destruction services that protect people and brands, promote health and well-being and safeguard the environment. The transaction closed on November 4, 2024 and was funded using borrowings under a term credit agreement, commercial paper program and available cash on hand. Shortly thereafter, we repaid all outstanding borrowings under the term credit agreement with net proceeds from our November 2024 issuance of $5.2 billion of senior notes. Our Condensed Consolidated Financial Statements have not been retroactively restated to include Stericycle’s historical financial position or results of operations. The acquisition is accounted for as a business combination. In accordance with the purchase method of accounting, the purchase price paid has been allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired recorded as goodwill. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The areas of acquisition accounting that are not yet finalized primarily relate to (i) finalizing the review and valuation of trade names, permits, customer relationships and certain property plant and equipment and other intangibles (including the models, key assumptions, estimates and inputs used) and assignment of remaining useful lives associated with the depreciable and amortizable assets and (ii) finalizing the review and valuation of accounts receivable, accrued expenses, contingent liabilities, deferred taxes and goodwill (including key assumptions, inputs and estimates). Goodwill of $3.8 billion was calculated as the excess of the consideration paid over the net assets recognized and represents the future economic benefits expected to arise from other assets acquired that could not be individually identified and separately recognized and from synergies of the combination. In the first quarter of 2025, we finalized the determination of our reporting units related to the Stericycle acquisition and allocated the goodwill balance to two reporting units within our WM Healthcare Solutions segment using a relative fair value allocation method. Substantially all of the goodwill is not deductible for income tax purposes. The following table shows the preliminary purchase price allocation as of the date acquired and adjustments to June 30, 2025 (in millions):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | November 4, 2024 | ​ | ​ | Adjustments |  | June 30, 2025
Cash and cash equivalents | ​ | $ | 198 | ​ | $ | — | ​ | $ | 198
Accounts and other receivables | ​ |  | 506 | ​ |  | (34) | ​ |  | 472
Parts and supplies | ​ |  | 19 |  |  | — |  |  | 19
Other current assets | ​ | ​ | 64 | ​ | ​ | (2) | ​ | ​ | 62
Assets held for sale (a) | ​ | ​ | 125 | ​ | ​ | (4) | ​ | ​ | 121
Property and equipment | ​ | ​ | 782 | ​ | ​ | (20) | ​ | ​ | 762
Goodwill | ​ | ​ | 3,633 | ​ | ​ | 118 | ​ | ​ | 3,751
Other intangible assets | ​ | ​ | 3,536 | ​ | ​ | (71) | ​ | ​ | 3,465
Other assets | ​ | ​ | 619 | ​ | ​ | (8) | ​ | ​ | 611
Accounts payable | ​ | ​ | (186) | ​ | ​ | 1 | ​ | ​ | (185)
Accrued liabilities | ​ | ​ | (336) | ​ | ​ | (21) | ​ | ​ | (357)
Deferred revenues | ​ | ​ | (77) | ​ | ​ | — | ​ | ​ | (77)
Current portion of long-term debt | ​ | ​ | (5) | ​ | ​ | — | ​ | ​ | (5)
Liabilities held for sale (a) | ​ | ​ | (35) | ​ | ​ | — | ​ | ​ | (35)
Long-term debt, less current portion | ​ | ​ | (510) | ​ | ​ | — | ​ | ​ | (510)
Deferred income taxes | ​ | ​ | (884) | ​ | ​ | 37 | ​ | ​ | (847)
Other liabilities | ​ | ​ | (542) | ​ | ​ | — | ​ | ​ | (542)
Total purchase price | ​ | $ | 6,907 | ​ | $ | (4) | ​ | $ | 6,903
| (a) | Represents Stericycle’s Spain and Portugal subsidiaries. See “Divestitures” below for additional information.
The preliminary allocation of $3,465 million for other intangible assets includes $2,279 million for customer relationships with a weighted average amortization period of 15 years, $610 million for indefinite lived trade names, $319 million for indefinite lived permits, $114 million for finite lived trade names with a weighted average amortization period of 2.9 years, $138 million for ERP software with a weighted average amortization period of 4.7 years and $5 million for developed technology with an amortization period of 17 years. 2025 Acquisitions During the six months ended June 30, 2025, we completed solid waste and recycling acquisitions with total consideration of $411 million, which included $370 million in net cash paid and $41 million of other consideration, specifically purchase price holdbacks. In addition, we paid $8 million of holdbacks related to prior year acquisitions. Total consideration for our 2025 acquisitions was primarily allocated to $79 million of property and equipment, $34 million of other intangible assets, primarily customer relationships, and $313 million of goodwill. The goodwill was primarily a result of expected synergies from combining the acquired businesses with our existing operations and substantially all was tax deductible. We remain in the measurement period for most of our acquisitions, and adjustments to our preliminary purchase price allocation may occur. Divestitures On January 2, 2025, we completed the sale of our WM Healthcare Solutions’ Spain and Portugal subsidiaries. As the fair value of consideration transferred was equal to the carrying value of the divested subsidiaries, no gain or loss was recognized.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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