Waste Management 2015 Annual Report Download - page 98

inclusive of amounts for estimated working capital. Deffenbaugh’s assets include five collection operations,
seven transfer stations, two recycling facilities, one subtitle-D landfill, and one construction and demolition
landfill.
Greenstar, LLC — On January 31, 2013, we paid $170 million inclusive of certain adjustments, to acquire
Greenstar, LLC (“Greenstar”). Pursuant to the sale and purchase agreement, up to an additional $40 million was
payable to the sellers, of which $20 million was guaranteed and paid in 2015. The remaining $20 million of this
consideration was contingent based on changes in certain recyclable commodity indexes and had an estimated
fair value at closing of $16 million. This contingent consideration was not earned. Greenstar was an operator of
recycling and resource recovery facilities. This acquisition provides the Company’s customers with greater
access to recycling solutions, having supplemented our extensive nationwide recycling network with the
operations of one of the nation’s largest private recyclers.
RCI Environnement, Inc. — On July 5, 2013, we paid C$509 million, or $481 million, to acquire
substantially all of the assets of RCI Environnement, Inc. (“RCI”), the largest waste management company in
Quebec, and certain related entities. Total consideration, inclusive of amounts for estimated working capital, was
C$515 million, or $487 million. RCI provides collection, transfer, recycling and disposal operations throughout
the Greater Montreal area. The acquired RCI operations complement and expand the Company’s existing assets
and operations in Quebec.
Divestitures
Wheelabrator Business — On December 19, 2014, we sold our Wheelabrator business to an affiliate of
Energy Capital Partners and received cash proceeds of $1.95 billion, net of cash divested, subject to certain post-
closing adjustments. We recognized a gain of $519 million on this sale which is included within “(Income)
expense from divestitures, asset impairments (other than goodwill) and unusual items” in the Consolidated
Statement of Operations. For the year ended December 31, 2015, net adjustments to this gain were immaterial on
a pre-tax basis. In conjunction with the sale, the Company entered into several agreements to dispose of a
minimum number of tons of waste at certain Wheelabrator facilities. These agreements generally provide for
fixed volume commitments with certain market price resets through 2021.
Other — In addition to the divestiture of our Wheelabrator business, we also divested our Puerto Rico
operations as well as certain landfill and collection operations in our Eastern Canada Area in 2014.
In total, these divested businesses and assets provided $0.18 and $0.16 of earnings per diluted share for the
years ended December 31, 2014 and 2013, respectively.
Subsequent Event
On January 8, 2016, Waste Management Inc. of Florida, a wholly-owned subsidiary of WM, acquired
certain operations and business assets of Southern Waste Systems/Sun Recycling in Southern Florida. The
acquired business assets include residential, commercial, and industrial solid waste collection, processing/
recycling and transfer operations, equipment, vehicles, real estate and customer agreements. Total consideration,
inclusive of amounts for estimated working capital, paid at closing was $516 million and is subject to standard
post-closing adjustments. The acquisition was funded primarily with borrowings under our long-term U.S.
revolving credit facility (“$2.25 billion revolving credit facility”).
Basis of Presentation of Consolidated Financial Information
Deferred Income Taxes — In November 2015, the Financial Accounting Standards Board (“FASB”)
amended authoritative guidance associated with deferred income taxes. To simplify the presentation of deferred
income taxes, the amended guidance requires that deferred tax liabilities and assets be classified as noncurrent in
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