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Business Acquisitions, Investments and Restructuring Charges
12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisitions, Investments and Restructuring Charges BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES
We acquired various environmental services businesses during the years ended December 31, 2024 and 2023. The purchase price paid for these business acquisitions and the allocations of the purchase price follows:
20242023
Purchase price:
Cash used in acquisitions, net of cash acquired of $1 and $23, respectively
$274 $1,756 
Holdbacks7 19 
Fair value, future minimum lease payments— 1 
Total$281 $1,776 
Allocated as follows:
Accounts receivable
6 67 
Prepaid expenses— 6 
Landfill development costs
— 49 
Property and equipment
57 374 
Operating right-of-use lease assets
2 14 
Parts and supplies
2 3 
Accounts payable
— (20)
Deferred revenue
(2)(11)
Environmental remediation liabilities
— (6)
Closure and post-closure liabilities
— (11)
Operating right-of-use lease liabilities
(2)(14)
Deferred income tax liabilities(1)(25)
Other liabilities
(1)(12)
Fair value of tangible assets acquired and liabilities assumed61 414 
Excess purchase price to be allocated$220 $1,362 
Excess purchase price allocated as follows:
Other intangible assets
$44 $204 
Goodwill
176 1,158 
Total allocated$220 $1,362 
Certain of the purchase price allocations are preliminary and based on information existing at the acquisition dates. Accordingly, the purchase price allocations are subject to change. For the acquisitions that closed during 2024, we expect that a majority of the goodwill and intangible assets recognized as a result of these acquisitions will be deductible for tax purposes.
These acquisitions are not material to the Company's results of operations, individually or in the aggregate. As a result, no pro forma financial information is provided.
In February 2025, we acquired all of the issued and outstanding shares of COP Shamrock Parent, Inc. (Shamrock). Shamrock is a leading provider of environmental solutions offering industrial waste and wastewater treatment services. Shamrock’s environmental solutions operations are primarily located in the northeastern and southeastern United States and provide us with a platform to pursue additional growth in our environmental solutions line of business.
As of February 13, 2025, we paid approximately $700 million for acquisitions that closed through that date.
Investments
In 2024 and 2023, we acquired non-controlling equity interests in certain limited liability companies that qualified for investment tax credits under Section 48 of the Internal Revenue Code. We account for these investments under the equity method of accounting utilizing the Hypothetical Liquidation at Book Value (HLBV) method. In exchange for our non-controlling interests, we made capital contributions of approximately $236 million and $222 million, which were recorded to other assets in our December 31, 2024 and 2023 consolidated balance sheets, respectively. During 2024 and 2023, we decreased the carrying value of these investments by approximately $254 million and $102 million, respectively, as a result of cash distributions and our share of income and loss pursuant to the terms of the limited liability company agreements. Additionally, our tax provisions reflect benefits of approximately $222 million and $87 million for the years end December 31, 2024 and 2023, respectively, due to the tax credits related to these investments. For further discussion of the income tax benefits, refer to Note 11, Income Taxes, in Part II, Item 8 of this Annual Report on Form 10-K for the year ended December 31, 2024.
In 2024, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct a number of renewable natural gas projects at certain of our landfill locations in Illinois. During the year ended December 31, 2024, we invested $35 million in the joint venture. Additionally, our tax provision reflects a benefit of approximately $8 million for the year ended December 31, 2024 related to these qualified investments in renewable natural gas projects. This investment is an unconsolidated variable interest entity (VIE) for which we do not have the power to direct the significant activities of the business, and it is accounted for under the equity method of accounting. Our risk of loss is materially consistent with our contributions to-date.
In 2024, we acquired a non-controlling equity interest in a thermal processing facility that treats and recycles contaminated soil, hazardous and non-hazardous waste, and contaminated water to expand our environmental services offerings in Canada. During the year ended December 31, 2024 we invested $27 million in the joint venture. The investment is accounted for under the equity method of accounting.
In 2022, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct a number of renewable natural gas projects at our landfills across the United States. Certain of these investments qualified for investment tax credits under Section 48 of the Internal Revenue Code. As of December 31, 2024 and 2023, we had invested approximately $270 million and $170 million, respectively, in the joint venture. During the years ended December 31, 2024, 2023 and 2022, we contributed $98 million, $68 million and $137 million, respectively, in the joint venture. Additionally, our tax provision reflects a benefit of approximately $6 million for the year ended December 31, 2024 related to these qualified investments in renewable natural gas projects. The investment is accounted for under the equity method of accounting.
In 2022, we acquired a non-controlling equity interest in a joint venture with Ravago, Blue Polymers, LLC, intended to help create vertical integration in the recycling market, and to further advance circularity by acquiring all olefins produced by the Company's Polymer Centers and produce custom blended pellets for food-grade and non-food-grade packaging. As of December 31, 2024 and 2023, we had invested approximately $55 million and $19 million, respectively, in the joint venture. During the years ended December 31, 2024, 2023 and 2022, we contributed $38 million, $9 million and $10 million, respectively, in the joint venture. This investment is an unconsolidated variable interest entity (VIE) for which we do not have the power to direct the significant activities of the business, and it is accounted for under the equity method of accounting. Our risk of loss is materially consistent with our contributions to-date.
Restructuring Charges
In 2024, 2023 and 2022 we incurred restructuring charges of $29 million, $33 million, $27 million, respectively. The 2024 charges primarily related to the redesign of our asset management, and customer and order management software systems. Of the 2023 charges, $9 million related to early termination of certain leases and $24 million related to the redesign of our asset management, and customer and order management software systems. The 2022 charges primarily related to the redesign of our general ledger, budgeting and procurement enterprise resource planning systems. We paid $25 million, $39 million, and $20 million during 2024, 2023 and 2022, respectively, related to these restructuring efforts.