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Business Acquisitions, Disposition of Assets, Asset Impairments and Restructuring Charges
 12 Months Ended
Dec. 31, 2011
Business Acquisitions Disposition of Assets Asset Impairments and Restructuring Charges [Abstract]  
BUSINESS ACQUISITIONS, DISPOSITION OF ASSETS, ASSET IMPAIRMENTS AND RESTRUCTURING CHARGES

3. BUSINESS ACQUISITIONS, DISPOSITION OF ASSETS, ASSET IMPAIRMENTS AND RESTRUCTURING CHARGES

Acquisitions

We acquired various solid waste businesses during the years ended December 31, 2011 and 2010. The aggregate cash used in these acquisitions, net of cash acquired, was $42.6 million and $58.9 million, respectively. The purchase price paid for these acquisitions during the year ended December 31 and the preliminary allocation of the purchase price as of December 31 are as follows (in millions):

 

                 
    2011     2010  

Purchase price:

                

Cash used in acquisitions, net of cash acquired

   $ 42.6     $ 58.9  

Fair value of operations surrendered

     48.3       44.0  

Holdbacks

     1.7       0.6  
   

 

 

    

 

 

  

Total

     92.6       103.5  
   

 

 

    

 

 

  

Allocated as follows:

                

Working capital

     7.1       5.1  

Property and equipment

     44.5       40.8  

Other liabilities, net

     (7.8 )      (6.1 ) 
   

 

 

    

 

 

  

Value of assets acquired and liabilities assumed

     43.8       39.8  
   

 

 

    

 

 

  

Excess purchase price to be allocated

   $ 48.8     $ 63.7  
   

 

 

    

 

 

  

Excess purchase price to be allocated as follows:

                
     

Other intangible assets

     33.1       21.9  

Goodwill

     15.7       41.8  
   

 

 

    

 

 

  

Total allocated

   $ 48.8     $ 63.7  
   

 

 

    

 

 

  

Substantially all of the goodwill and intangible assets recorded for these acquisitions are deductible for tax purposes.

Disposition of Assets and Asset Impairments

During the year ended December 31, 2011, we disposed of businesses in various markets, resulting in a gain of $21.0 million including transaction costs. In connection with the dispositions, we closed a landfill, resulting in an asset impairment charge of $28.7 million for the remaining landfill assets and the acceleration of capping, closure and post-closure obligations. Additionally, we recorded asset impairments of $20.4 million primarily related to certain long-lived assets that are held for sale and for losses on the divestiture of certain businesses and related goodwill. Proceeds from dispositions of solid waste assets were $14.2 million for the year ended December 31, 2011.

We divested certain assets throughout 2010 resulting in a net loss on disposition of assets of $4.0 million, including transaction costs. Additionally, we recorded an impairment loss of $15.1 million related to certain long-lived assets that are held and used.

During the year ended December 31, 2009, we divested of certain assets as required by the DOJ as a condition of the Allied acquisition and recorded a gain of $153.5 million. Offsetting this gain was a loss of $10.2 million recognized in connection with the divestiture of a hauling operation in Miami-Dade County, Florida as well as $7.1 million of additional asset impairments, primarily related to our former corporate offices and other assets sold or held for sale.

Restructuring Charges

During the year ended December 31, 2010, we incurred $11.4 million, net of adjustments, of restructuring and integration charges related to our acquisition of Allied. These charges consisted of severance and other employee termination and relocation benefits as well as consulting and professional fees. Substantially all of these charges were recorded in our corporate segment. As of December 31, 2011, $0.3 million remains accrued for severance and other employee termination benefits. We expect that the remaining charges will be paid during 2012. We completed our restructuring plan in 2010, and we did not incur any additional restructuring charges related to the Allied acquisition in 2011.