Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 01, 2019 | Jun. 30, 2018 | |
Document Documentand Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | WASTE CONNECTIONS, INC. | ||
Entity Central Index Key | 1,318,220 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 263,284,965 | ||
Entity Public Float | $ 19,752,529,494 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and equivalents | $ 319,305 | $ 433,815 | |
Accounts receivable, net of allowance for doubtful accounts of $16,760 and $17,154 at December 31, 2018 and 2017, respectively | 609,545 | 554,458 | |
Current assets held for sale | 1,596 | ||
Prepaid expenses and other current assets | 164,053 | 186,999 | |
Total current assets | 1,092,903 | 1,176,868 | |
Restricted cash | 84,661 | 119,412 | |
Restricted investments | 47,486 | 47,600 | |
Property and equipment, net | 5,168,996 | 4,820,934 | |
Goodwill | 5,031,685 | 4,681,774 | |
Intangible assets, net | 1,128,628 | 1,087,436 | |
Long-term assets held for sale | 12,625 | ||
Other assets, net | 72,970 | 68,032 | |
Total assets | [1] | 12,627,329 | 12,014,681 |
Current liabilities: | |||
Accounts payable | 359,967 | 330,523 | |
Book overdraft | 18,518 | 19,223 | |
Accrued liabilities | 289,544 | 278,039 | |
Deferred revenue | 179,282 | 145,197 | |
Current portion of contingent consideration | 11,612 | 15,803 | |
Current liabilities held for sale | 2,155 | ||
Current portion of long-term debt and notes payable | 1,786 | 11,659 | |
Total current liabilities | 860,709 | 802,599 | |
Long-term debt and notes payable | 4,153,465 | 3,899,572 | |
Long-term portion of contingent consideration | 43,003 | 31,482 | |
Other long-term liabilities | 349,931 | 316,191 | |
Deferred income taxes | 760,033 | 690,767 | |
Total liabilities | 6,167,141 | 5,740,611 | |
Commitments and contingencies (Note 10) | |||
Equity: | |||
Common shares: 263,271,302 shares issued and 263,141,413 shares outstanding at December 31, 2018; 263,660,803 shares issued and 263,494,670 shares outstanding at December 31, 2017 | 4,131,307 | 4,187,568 | |
Additional paid-in capital | 133,577 | 115,743 | |
Accumulated other comprehensive income (loss) | (74,786) | 108,413 | |
Treasury shares: 129,889 and 166,133 shares at December 31, 2018 and 2017, respectively | |||
Retained earnings | 2,264,510 | 1,856,946 | |
Total Waste Connections' equity | 6,454,608 | 6,268,670 | |
Noncontrolling interest in subsidiaries | 5,580 | 5,400 | |
Total equity | 6,460,188 | 6,274,070 | |
Total liabilities and shareholders' equity | $ 12,627,329 | $ 12,014,681 | |
[1] | Goodwill is included within total assets for each of the Company's six operating segments. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 16,760 | $ 17,154 |
Common shares, shares issued | 263,271,302 | 263,660,803 |
Common shares, shares outstanding | 263,141,413 | 263,494,670 |
Treasury shares | 129,889 | 166,133 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenues | $ 4,922,941 | $ 4,630,488 | $ 3,375,863 |
Operating expenses: | |||
Cost of operations | 2,865,704 | 2,704,775 | 1,957,712 |
Selling, general and administrative | 524,388 | 509,638 | 474,263 |
Depreciation | 572,708 | 530,187 | 393,600 |
Amortization of intangibles | 107,779 | 102,297 | 70,312 |
Impairments and other operating items | 20,118 | 156,493 | 27,678 |
Operating income | 832,244 | 627,098 | 452,298 |
Interest expense | (132,104) | (125,297) | (92,709) |
Interest income | 7,170 | 5,173 | 602 |
Other income, net | 1,263 | 3,736 | 53 |
Foreign currency transaction gain (loss) | (1,433) | (2,200) | 1,121 |
Income before income tax provision | 707,140 | 508,510 | 361,365 |
Income tax (provision) benefit | (159,986) | 68,910 | (114,044) |
Net income | 547,154 | 577,420 | 247,321 |
Less: Net income attributable to noncontrolling interests | (283) | (603) | (781) |
Net income attributable to Waste Connections | $ 546,871 | $ 576,817 | $ 246,540 |
Earnings per common share attributable to Waste Connections' common stockholders: | |||
Basic | $ 2.07 | $ 2.19 | $ 1.07 |
Diluted | $ 2.07 | $ 2.18 | $ 1.07 |
Shares used in the per share calculations: | |||
Basic | 263,650,155 | 263,682,608 | 230,325,012 |
Diluted | 264,395,618 | 264,302,411 | 231,081,496 |
Cash dividends per common share | $ 0.58 | $ 0.50 | $ 0.41 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net income | $ 547,154 | $ 577,420 | $ 247,321 |
Other comprehensive income (loss), before tax: | |||
Foreign currency translation adjustment | (175,233) | 142,486 | (50,931) |
Other comprehensive income (loss), before tax | (185,995) | 157,270 | (23,210) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | 2,796 | (5,856) | (7,620) |
Other comprehensive income (loss), net of tax | (183,199) | 151,414 | (30,830) |
Comprehensive income | 363,955 | 728,834 | 216,491 |
Less: Comprehensive income attributable to noncontrolling interests | (283) | (603) | (781) |
Comprehensive income attributable to Waste Connections | 363,672 | 728,231 | 215,710 |
Interest Rate Swap [Member] | |||
Other comprehensive income (loss), before tax: | |||
Amounts reclassified, gross | (5,669) | 2,805 | 6,654 |
Changes in fair value, gross | (1,213) | 7,835 | 11,431 |
Fuel [Member] | Commodity Contract [Member] | |||
Other comprehensive income (loss), before tax: | |||
Amounts reclassified, gross | (6,531) | 2,818 | 5,832 |
Changes in fair value, gross | $ 2,651 | $ 1,326 | $ 3,804 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) | Deferred Compensation Plan [Member]Common Stock [Member] | Performance Shares [Member]Common Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Noncontrolling Interests [Member] | Total |
Beginning Balances at Dec. 31, 2015 | $ 1,224,000 | $ 736,652,000 | $ (12,171,000) | $ 1,259,495,000 | $ 6,584,000 | $ 1,991,784,000 | |||
Beginning Balances, shares at Dec. 31, 2015 | 183,564,362 | ||||||||
Conversion of Old Waste Connections' shares of common stock into common shares of New Waste Connections | $ 650,552,000 | ||||||||
Conversion of Old Waste Connections' shares of common stock into common shares of New Waste Connections, APIC | (650,552,000) | ||||||||
Issuance of common shares to acquire Progressive Waste | $ 3,503,162,000 | 3,503,162,000 | |||||||
Issuance of common shares to acquire Progressive Waste, shares | 78,218,878 | ||||||||
Acquired common shares held in trust | 735,171 | ||||||||
Sale of common shares held in trust | $ 19,870,000 | 19,870,000 | |||||||
Sale of common shares held in trust, shares | 397,774 | (397,774) | |||||||
Vesting of restricted share units (shares) | 59,635 | 184,440 | 605,718 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (11,497,000) | (11,497,000) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (279,772) | ||||||||
Equity-based compensation | 22,421,000 | 22,421,000 | |||||||
Exercise of warrants, shares | 52,236 | ||||||||
Excess tax benefit associated with equity-based compensation | 5,196,000 | $ 5,196,000 | |||||||
Repurchase of common shares, shares | 0 | ||||||||
Cash dividends on common shares | (92,547,000) | $ (92,547,000) | |||||||
Amounts reclassified into earnings, net of taxes | 8,546,000 | 8,546,000 | |||||||
Changes in fair value of cash flow hedges, net of taxes | 11,555,000 | 11,555,000 | |||||||
Foreign currency translation adjustment | (50,931,000) | (50,931,000) | |||||||
Distributions to noncontrolling interests | (3,000) | (3,000) | |||||||
Net income | 246,540,000 | 781,000 | 247,321,000 | ||||||
Ending Balances at Dec. 31, 2016 | $ 4,174,808,000 | 102,220,000 | (43,001,000) | 1,413,488,000 | 7,362,000 | 5,654,877,000 | |||
Ending Balances, Shares at Dec. 31, 2016 | 262,803,271 | ||||||||
Ending Balance, treasury shares at Dec. 31, 2016 | 337,397 | ||||||||
Sale of common shares held in trust | $ 10,814,000 | $ (171,264) | 10,814,000 | ||||||
Sale of common shares held in trust, shares | 171,264 | ||||||||
Vesting of restricted share units (shares) | 37,263 | 122,786 | 545,238 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (13,994,000) | (13,994,000) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (251,738) | ||||||||
Equity-based compensation | 25,435,000 | 25,435,000 | |||||||
Exercise of stock options and warrants | $ 1,946,000 | $ 1,946,000 | |||||||
Exercise of stock options and warrants, shares | 66,586 | ||||||||
Repurchase of common shares, shares | 0 | ||||||||
Cash dividends on common shares | (131,975,000) | $ (131,975,000) | |||||||
Amounts reclassified into earnings, net of taxes | 4,174,000 | 4,174,000 | |||||||
Changes in fair value of cash flow hedges, net of taxes | 4,754,000 | 4,754,000 | |||||||
Foreign currency translation adjustment | 142,486,000 | 142,486,000 | |||||||
Acquisition of noncontrolling interest | 698,000 | (2,565,000) | (1,867,000) | ||||||
Net income | 576,817,000 | 603,000 | 577,420,000 | ||||||
Ending Balances at Dec. 31, 2017 | $ 4,187,568,000 | 115,743,000 | 108,413,000 | 1,856,946,000 | 5,400,000 | $ 6,274,070,000 | |||
Ending Balances, Shares at Dec. 31, 2017 | 263,494,670 | 263,494,670 | |||||||
Ending Balance, treasury shares at Dec. 31, 2017 | 166,133 | 166,133 | |||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | 1,384,000 | (1,384,000) | |||||||
Sale of common shares held in trust | $ 2,667,000 | $ (36,244) | $ 2,667,000 | ||||||
Sale of common shares held in trust, shares | 36,244 | ||||||||
Vesting of restricted share units (shares) | 5,069 | 154,181 | 483,232 | ||||||
Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options | (1,734,000) | (1,734,000) | |||||||
Tax withholdings related to net share settlements of equity-based compensation | (15,032,000) | (15,032,000) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (217,850) | ||||||||
Equity-based compensation | 34,600,000 | 34,600,000 | |||||||
Exercise of stock options and warrants, shares | 17,571 | ||||||||
Repurchase of common shares | $ (58,928,000) | $ (58,928,000) | |||||||
Repurchase of common shares, shares | (831,704) | (831,704) | |||||||
Cash dividends on common shares | (152,550,000) | $ (152,550,000) | |||||||
Amounts reclassified into earnings, net of taxes | (9,071,000) | (9,071,000) | |||||||
Changes in fair value of cash flow hedges, net of taxes | 1,105,000 | 1,105,000 | |||||||
Foreign currency translation adjustment | (175,233,000) | (175,233,000) | |||||||
Distributions to noncontrolling interests | (103,000) | (103,000) | |||||||
Net income | 546,871,000 | 283,000 | 547,154,000 | ||||||
Ending Balances at Dec. 31, 2018 | $ 4,131,307,000 | $ 133,577,000 | $ (74,786,000) | 2,264,510,000 | $ 5,580,000 | $ 6,460,188,000 | |||
Ending Balances, Shares at Dec. 31, 2018 | 263,141,413 | 263,141,413 | |||||||
Ending Balance, treasury shares at Dec. 31, 2018 | 129,889 | 129,889 | |||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 13,243,000 | $ 13,243,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 547,154 | $ 577,420 | $ 247,321 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss on disposal of assets and impairments | 10,193 | 134,491 | 26,741 |
Depreciation | 572,708 | 530,187 | 393,600 |
Amortization of intangibles | 107,779 | 102,297 | 70,312 |
Deferred income taxes, net of acquisitions | 77,859 | (153,283) | 42,298 |
Amortization of debt issuance costs | 4,158 | 4,341 | 4,847 |
Share-based compensation | 43,803 | 39,361 | 44,772 |
Interest accretion | 14,861 | 13,822 | 10,505 |
Excess tax benefit associated with equity-based compensation | (5,196) | ||
Payment of contingent consideration recorded in earnings | (11) | (10,012) | (493) |
Adjustments to contingent consideration | 349 | 17,754 | (2,623) |
Other | 943 | 1,611 | (1,598) |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable, net | (37,724) | (38,934) | (5,252) |
Prepaid expenses and other current assets | 39,758 | (51,457) | (21,650) |
Accounts payable | 16,135 | 50,012 | 54,219 |
Deferred revenue | 17,916 | 4,205 | 8,016 |
Accrued liabilities | 1,314 | (15,002) | (70,041) |
Capping, closure and post-closure expenditures | (2,702) | (8,845) | (4,609) |
Other long-term liabilities | (3,258) | (10,708) | 4,143 |
Net cash provided by operating activities | 1,411,235 | 1,187,260 | 795,312 |
Cash flows from investing activities: | |||
Payments for acquisitions, net of cash acquired | (830,091) | (410,695) | (17,131) |
Cash acquired from acquisition | 70,769 | ||
Capital expenditures for property and equipment | (546,145) | (479,287) | (344,723) |
Proceeds from disposal of assets | 5,385 | 28,432 | 4,604 |
Other | (969) | 636 | (6,100) |
Net cash used in investing activities | (1,371,820) | (860,914) | (292,581) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 1,022,737 | 973,754 | 3,469,289 |
Principal payments on notes payable and long-term debt | (970,773) | (770,106) | (3,714,044) |
Payment of contingent consideration recorded at acquisition date | (6,127) | (17,158) | (16,322) |
Change in book overdraft | (839) | 8,241 | (1,305) |
Excess tax benefit associated with equity-based compensation | 5,196 | ||
Payments for repurchase of common shares | (58,928) | ||
Payments for cash dividends | (152,550) | (131,975) | (92,547) |
Tax withholdings related to net share settlements of equity-based compensation | (15,032) | (13,994) | (11,497) |
Debt issuance costs | (8,630) | (3,667) | (13,506) |
Proceeds from sale of common shares held in trust | 2,667 | 10,814 | 19,870 |
Other | (103) | 851 | (3) |
Net cash provided by (used in) financing activities | (187,578) | 56,760 | (354,869) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,290) | 1,795 | (598) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (149,453) | 384,901 | 147,264 |
Cash, cash equivalents and restricted cash at beginning of year | 553,227 | 168,476 | 21,254 |
Plus (less): change in cash held for sale | 192 | (150) | (42) |
Cash, cash equivalents and restricted cash at end of year | 403,966 | 553,227 | 168,476 |
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH TRANSACTIONS: | |||
Cash paid for income taxes | 52,464 | 155,532 | 69,589 |
Cash paid for interest | 124,338 | 115,645 | 87,654 |
Accrued capital expenditures for property and equipment | 1,825 | 10,447 | 24,871 |
In connection with its acquisitions, the Company assumed liabilities as follows: | |||
Fair value of assets acquired | 1,100,880 | 635,361 | 6,018,666 |
Cash and restricted cash acquired | 70,769 | ||
Fair value of operations exchanged | (81,097) | ||
Cash paid and common shares issued for acquisition | (830,091) | (410,695) | (3,520,293) |
Working capital settlements receivable | 8,507 | ||
Liabilities assumed and notes payable issued to sellers of businesses acquired | $ 279,296 | 143,569 | $ 2,569,142 |
Non-cash consideration received for asset sales | $ 12,573 |
Organization, Business and Summ
Organization, Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Business and Summary of Significant Accounting Policies [Abstract] | |
Organization, Business and Summary of Significant Accounting Policies | 1. ORGANIZATION, BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Business On June 1, 2016, pursuant to the terms of the Agreement and Plan of Merger dated as of January 18, 2016 (the “Merger Agreement”), Water Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and a wholly-owned subsidiary of Progressive Waste Solutions Ltd., merged with and into Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“Old Waste Connections”) with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.), a corporation organized under the laws of Ontario, Canada (the “Progressive Waste acquisition”). Following the closing of the transaction, Old Waste Connections’ common stock was delisted from the New York Stock Exchange (“NYSE”) and deregistered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Merger Agreement, Old Waste Connections’ stockholders received common shares of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.) in exchange for their shares of common stock of Old Waste Connections. Old Waste Connections was incorporated in Delaware on September 9, 1997, and commenced its operations on October 1, 1997, through the purchase of certain solid waste operations in the state of Washington. The Company (as defined below) is an integrated solid waste services company that provides non-hazardous waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the U.S. and Canada. Through its R360 Environmental Solutions subsidiary, the Company is also a leading provider of non-hazardous exploration and production (“E&P”) waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the U.S. The Company also provides intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. Basis of Presentation As further discussed in Note 3 – “Acquisitions,” the Progressive Waste acquisition was accounted for as a reverse merger using the acquisition method of accounting. Old Waste Connections has been identified as the acquirer for accounting purposes and the acquisition method of accounting has been applied. The term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016. The accompanying consolidated financial statements relating to Waste Connections, Inc. (together with its subsidiaries, “New Waste Connections,” “Waste Connections” or the “Company”) include the accounts of the Company and its wholly-owned and majority-owned subsidiaries for the years ended December 31, 2018 and 2017. The accompanying consolidated financial statements of the Company are the historical financial statements of Old Waste Connections, together with its subsidiaries, for the year ended December 31, 2016, with the inclusion on June 1, 2016 of the fair value of the assets and liabilities acquired from Progressive Waste and the inclusion of the results of operations from the acquired Progressive Waste operations commencing on June 1, 2016. All significant intercompany accounts and transactions have been eliminated in consolidation. Reporting Currency The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States, is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at purchase to be cash equivalents. As of December 31, 2018 and 2017, cash equivalents consisted of demand money market accounts. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and equivalents, restricted cash, restricted investments and accounts receivable. The Company maintains cash and equivalents with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions. The Company’s restricted cash and restricted investments are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company has not experienced any losses related to its cash and equivalents, restricted cash or restricted investment accounts. The Company generally does not require collateral on its trade receivables. Credit risk on accounts receivable is minimized as a result of the large and diverse nature of the Company’s customer base. The Company maintains allowances for losses based on the expected collectability of accounts receivable. Revenue Recognition and Accounts Receivable The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, non-hazardous exploration and production (“E&P”) waste treatment, recovery and disposal services and intermodal services. The following table disaggregates the Company’s revenues by service line for the periods indicated: Years Ended December 31, 2018 2017 2016 Commercial $ 1,452,831 $ 1,343,590 $ 969,619 Residential 1,189,148 1,130,842 874,228 Industrial and construction roll off 768,687 707,015 515,966 Total collection 3,410,666 3,181,447 2,359,813 Landfill 1,063,243 988,092 759,586 Transfer 670,129 589,883 395,824 Recycling 92,634 161,730 92,456 E&P 256,262 203,473 132,286 Intermodal and other 139,896 146,749 106,363 Intercompany (709,889) (640,886) (470,465) Total $ 4,922,941 $ 4,630,488 $ 3,375,863 The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided. See Note 14 for additional information regarding revenue by reportable segment. Revenue by Service Line Solid Waste Collection The Company’s solid waste collection business involves the collection of waste from residential, commercial and industrial customers for transport to transfer stations, or directly to landfills or recycling centers. Solid waste collection services include both recurring and temporary customer relationships. The services are performed under service agreements, municipal contracts or franchise agreements with governmental entities. Existing franchise agreements and most of the existing municipal contracts give the Company the exclusive right to provide specified waste services in the specified territory during the contract term. These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one to three years in duration, although some exclusive franchises are for significantly longer periods. Residential collection services are also provided on a subscription basis with individual households. The fees received for collection services are based primarily on the market, collection frequency and level of service , route density , type and volume or weight of the waste collected, type of equipment and containers furnished, the distance to the disposal or processing facility , the cost of disposal or processing, and prices charged by competitors for similar services . In general, residential collection fees are billed monthly or quarterly in advance. Substantially all of the deferred revenue recognized as of September 30, 2018 was recognized as revenue during the three months ended December 31, 2018 when the service was performed. Commercial customers are typically billed on a monthly basis based on the nature of the services provided during the period. Revenue recognized under these agreements is variable in nature based on the number of residential homes or businesses serviced during the period, the frequency of collection and the volume of waste collected. In addition, certain contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index which are unknown at contract inception . Solid waste collection revenue from sources other than customer contracts primarily relates to lease revenue associated with compactors. Revenue from these leasing arrangements was not material and represented an insignificant amount of total revenue for each of the reported periods . Landfill and Transfer Station Revenue at landfills is primarily generated by charging tipping fees on a per ton and/or per yard basis to third parties based on the volume disposed and the nature of the waste. In general, fees are variable in nature and revenue is recognized at the time the waste is disposed at the facility . Revenue at transfer stations is primarily generated by charging tipping or disposal fees on a per ton and/or per yard basis . The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility and the cost of disposal. In general, fees are billed and revenue is recognized at the time the service is performed. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted at the transfer facility. Many of the Company’s landfill and transfer station customers have entered into one to ten year disposal contracts, most of which provide for annual indexed price increases. Solid Waste Recycling Solid waste recycling revenues are generated by offering residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. The Company owns recycling operations and markets collected recyclable materials to third parties for processing before resale. In certain instances, the Company issues recycling rebates to municipal or commercial customers, which can be based on the price it receives upon the sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities. The fees received are based primarily on the market, type and volume or weight of the materials sold. In general, fees are billed and revenue is recognized at the time title is transferred. Revenue recognized under these agreements is variable in nature based on the volume of materials sold. In addition, the amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception . E&P Waste Treatment, Recovery and Disposal E&P revenue is primarily generated through the treatment, recovery and disposal of non-hazardous exploration and production waste from vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity, as well as other services including closed loop collection systems , the transportation of waste to the disposal facility in certain markets and the sale of recovered products. E&P activity varies across market areas that are tied to the natural resource basins in which the drilling activity occurs and reflects the regulatory environment, pricing and disposal alternatives available in any given market. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted or processed during the period . Intermodal and Other Intermodal revenue is primarily generated through providing intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. The fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination. In general, fees are billed and revenue is recognized upon delivery. Other revenues consist primarily of the sale of methane gas generated from the Company’s MSW landfills . Revenue Recognition Service obligations of a long-term nature, e.g., solid waste collection service contracts, are satisfied over time, and revenue is recognized based on the value provided to the customer during the period. The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of waste collected, transported and disposed, and the nature of the waste accepted. The Company does not disclose the value of unsatisfied performance obligations for these contracts as its right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. Additionally, certain elements of long-term customer contracts are unknown upon entering into the contract, including the amount that will be billed in accordance with annual price escalation clauses, fuel recovery fee programs and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue is recognized once the index is established for the period . Accounts Receivable Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company estimates its allowance for doubtful accounts based on historical collection trends, type of customer such as municipal or non-municipal, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Contract Acquisition Costs The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Consolidated Balance Sheet, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years. The Company applied the new revenue standard’s practical expedient that permits an entity to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity would have recognized is one year or less. As of December 31, 2018, the Company had $16,846 of deferred sales incentives. During the year ended December 31, 2018, the Company recorded amortization expense of $17,313 for sales incentive costs. Property and Equipment Property and equipment are stated at cost. Improvements or betterments, not considered to be maintenance and repair, which add new functionality or significantly extend the life of an asset are capitalized. Third-party expenditures related to pending development projects, such as legal and engineering expenses, are capitalized. Expenditures for maintenance and repair costs, including planned major maintenance activities, are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains and losses resulting from disposals of property and equipment are recognized in the period in which the property and equipment is disposed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the lease term, whichever is shorter. The estimated useful lives are as follows: Buildings 10 – 20 years Leasehold and land improvements 3 – 10 years Machinery and equipment 3 – 12 years Rolling stock 3 – 10 years Containers 5 – 12 years Landfill Accounting The Company utilizes the life cycle method of accounting for landfill costs. This method applies the costs to be capitalized associated with acquiring, developing, closing and monitoring the landfills over the associated consumption of landfill capacity. The Company utilizes the units of consumption method to amortize landfill development costs over the estimated remaining capacity of a landfill. Under this method, the Company includes future estimated construction costs using current dollars, as well as costs incurred to date, in the amortization base. When certain criteria are met, the Company includes expansion airspace, which has not been permitted, in the calculation of the total remaining capacity of the landfill. - Landfill development costs . Landfill development costs include the costs of acquisition, construction associated with excavation, liners, site berms, groundwater monitoring wells, gas recovery systems and leachate collection systems. The Company estimates the total costs associated with developing each landfill site to its final capacity. This includes certain projected landfill site costs that are uncertain because they are dependent on future events and thus actual costs could vary significantly from estimates. The total cost to develop a site to its final capacity includes amounts previously expended and capitalized, net of accumulated depletion, and projections of future purchase and development costs, liner construction costs, and operating construction costs. Total landfill costs include the development costs associated with expansion airspace. Expansion airspace is addressed below. - Final capping, closure and post-closure obligations . The Company accrues for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and the landfills that it operates, but does not own, under life-of-site agreements. Accrued final capping, closure and post-closure costs represent an estimate of the current value of the future obligation associated with final capping, closure and post-closure monitoring of non-hazardous solid waste landfills currently owned or operated under life-of-site agreements by the Company. Final capping costs represent the costs related to installation of clay liners, drainage and compacted soil layers and topsoil constructed over areas of the landfill where total airspace capacity has been consumed. Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when a landfill facility ceases to accept waste and closes. Accruals for final capping, closure and post-closure monitoring and maintenance requirements in the U.S. consider site inspection, groundwater monitoring, leachate management, methane gas control and recovery, and operating and maintenance costs to be incurred during the period after the facility closes. Certain of these environmental costs, principally capping and methane gas control costs, are also incurred during the operating life of the site in accordance with the landfill operation requirements of Subtitle D and the air emissions standards. Daily maintenance activities, which include many of these costs, are expensed as incurred during the operating life of the landfill. Daily maintenance activities include leachate disposal; surface water, groundwater, and methane gas monitoring and maintenance; other pollution control activities; mowing and fertilizing the landfill final cap; fence and road maintenance; and third-party inspection and reporting costs. Site specific final capping, closure and post-closure engineering cost estimates are prepared annually for landfills owned or landfills operated under life-of-site agreements by the Company. The net present value of landfill final capping, closure and post-closure liabilities are calculated by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit-adjusted risk-free rate. Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting current market conditions. Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated. This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.” The Company’s discount rate assumption for purposes of computing 2018 and 2017 “layers” for final capping, closure and post-closure obligations was 4.75% for both years, which reflects the Company’s long-term credit adjusted risk free rate as of the end of both 2017 and 2016. The Company’s inflation rate assumption was 2.5% for the years ended December 31, 2018 and 2017. In accordance with the accounting guidance on asset retirement obligations, the final capping, closure and post-closure liability is recorded on the balance sheet along with an offsetting addition to site costs which is amortized to depletion expense on a units-of-consumption basis as remaining landfill airspace is consumed. The impact of changes determined to be changes in estimates, based on an annual update, is accounted for on a prospective basis. Depletion expense resulting from final capping, closure and post-closure obligations recorded as a component of landfill site costs will generally be less during the early portion of a landfill’s operating life and increase thereafter. O wned landfills and landfills operated under life-of-site agreements have estimated remaining lives, based on remaining permitted capacity, probable expansion capacity and projected annual disposal volumes, that range from approximately 1 to 157 years, with an average remaining life of approximately 29 years. The costs for final capping, closure and post-closure obligations at landfills the Company owns or operates under life-of-site agreements are generally estimated based on interpretations of current requirements and proposed or anticipated regulatory changes. The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2016 to December 31, 2018: Final capping, closure and post-closure liability at December 31, 2016 $ 244,909 Adjustments to final capping, closure and post-closure liabilities (26,393) Liabilities incurred 14,598 Accretion expense associated with landfill obligations 11,673 Closure payments (8,845) Foreign currency translation adjustment 1,875 Final capping, closure and post-closure liability at December 31, 2017 237,817 Adjustments to final capping, closure and post-closure liabilities (13,045) Liabilities incurred 15,685 Accretion expense associated with landfill obligations 12,777 Closure payments (2,731) Assumption of closure liabilities from acquisitions 4,408 Foreign currency translation adjustment (3,129) Final capping, closure and post-closure liability at December 31, 2018 $ 251,782 Liabilities incurred of $15,685 and $14,598 for the years ended December 31, 2018 and 2017, respectively, represent non-cash increases to final capping, closure and post-closure liabilities. The Adjustment to final capping, closure and post-closure liabilities primarily consisted of decreases in estimated closure and post closure costs at several of the Company’s landfills, most notably its Chiquita Canyon landfill, and changes to engineering estimates related to proposed expansions as well as timing of closure events and total site capacity. The final capping, closure and post-closure liability is included in Other long-term liabilities in the Consolidated Balance Sheets. The Company performs its annual review of its cost and capacity estimates in the first quarter of each year. At December 31, 2018 and 2017, $12,325 and $10,121 , respectively, of the Company’s restricted cash balance and $44,939 and $45,969 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations. - Disposal capacity . The Company’s internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at its landfills. This is done by using surveys and other methods to calculate, based on the terms of the permit, height restrictions and other factors, how much airspace is left to fill and how much waste can be disposed of at a landfill before it has reached its final capacity. The Company’s landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills it owns, and landfills it operates, but does not own, under life-of-site agreements. The Company’s landfill depletion rate is based on the term of the operating agreement at its operated landfill that has capitalized expenditures. Expansion airspace consists of additional disposal capacity being pursued through means of an expansion that has not yet been permitted. Expansion airspace that meets the following criteria is included in the estimate of total landfill airspace: 1) whether the land where the expansion is being sought is contiguous to the current disposal site, and the Company either owns the expansion property or has rights to it under an option, purchase, operating or other similar agreement; 2) whether total development costs, final capping costs, and closure/post-closure costs have been determined; 3) whether internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial and operational impact; 4) whether internal personnel or external consultants are actively working to obtain the necessary approvals to obtain the landfill expansion permit; and 5) whether the Company considers it probable that the Company will achieve the expansion (for a pursued expansion to be considered probable, there must be no significant known technical, legal, community, business, or political restrictions or similar issues existing that the Company believes are more likely than not to impair the success of the expansion). It is possible that the Company’s estimates or assumptions could ultimately be significantly different from actual results. In some cases, the Company may be unsuccessful in obtaining an expansion permit or the Company may determine that an expansion permit that the Company previously thought was probable has become unlikely. To the extent that such estimates, or the assumptions used to make those estimates, prove to be significantly different than actual results, or the belief that the Company will receive an expansion permit changes adversely in a significant manner, the costs of the landfill, including the costs incurred in the pursuit of the expansion, may be subject to impairment testing, as described below, and lower profitability may be experienced due to higher amortization rates, higher capping, closure and post-closure rates, and higher expenses or asset impairments related to the removal of previously included expansion airspace. The Company periodically evaluates its landfill sites for potential impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions and operational performance of its landfills. Future events could cause the Company to conclude that impairment indicators exist and that its landfill carrying costs are impaired. Cell Processing Reserves The Company records a cell processing reserve related to its E&P segment for certain locations in Louisiana and Texas for the estimated amount of expenses to be incurred upon the treatment and excavation of oilfield waste received. The cell processing reserve is the future cost to properly treat and dispose of existing waste within the cells at the various facilities. The reserve generally covers estimated costs to be incurred over a period of time up to 24 months, with the current portion representing costs estimated to be incurred in the next 12 months. The estimate is calculated based on current estimated volume in the cells, estimated percentage of waste treated, and historical average costs to treat and excavate the waste. The processing reserve represents the estimated costs to process the volumes of oilfield waste on-hand for which revenue has been recognized. At December 31, 2018 and 2017, the current portion of cell processing reserves was $2,835 and $2,984 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2018 and 2017, the long-term portion of cell processing reserves was $1,211 and $943 , respectively, which is included in Other long-term liabilities in the Consolidated Balance Sheets. Business Combination Accounting The Company accounts for business combinations as follows: · The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The Company measures and recognizes goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. · At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company measures the fair values of all noncontractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability. Finite-Lived Intangible Assets The amounts assigned to franchise agreements, contracts, customer lists, permits and other agreements are being amortized on a straight-line basis over the expected term of the related agreements (ranging from 1 to 56 years). Goodwill and Indefinite-Lived Intangible Assets The Company acquired indefinite-lived intangible assets in connection with certain of its acquisitions. The amounts assigned to indefinite-lived intangible assets consist of the value of certain perpetual rights to provide solid waste collection and transportation services in specified territories and to operate E&P waste treatment and disposal facilities. The Company measures and recognizes acquired indefinite-lived intangible assets at their estimated acquisition date fair values. Indefinite-lived intangible assets are not amortized. Goodwill represents the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. Goodwill and intangible ass |
Use of Estimates and Assumption
Use of Estimates and Assumptions | 12 Months Ended |
Dec. 31, 2018 | |
Use of Estimates and Assumptions [Abstract] | |
Use of Estimates and Assumptions | 2. USE OF ESTIMATES AND ASSUMPTIONS In preparing the Company’s consolidated financial statements, several estimates and assumptions are made that affect the accounting for and recognition of assets, liabilities, revenues and expenses. These estimates and assumptions must be made because certain of the information that is used in the preparation of the Company’s consolidated financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is simply not capable of being readily calculated based on generally accepted methodologies. In some cases, these estimates are particularly difficult to determine and the Company must exercise significant judgment. The most difficult, subjective and complex estimates and the assumptions that deal with the greatest amount of uncertainty are related to the Company’s accounting for landfills, self-insurance accruals, income taxes, allocation of acquisition purchase price, contingent consideration accruals and asset impairments, which are discussed in Note 1. An additional area that involves estimation is when the Company estimates the amount of potential exposure it may have with respect to litigation, claims and assessments in accordance with the accounting guidance on contingencies. Actual results for all estimates could differ materially from the estimates and assumptions that the Company uses in the preparation of its consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions [Abstract] | |
Acquisitions | 3. ACQUISITIONS The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The Company measures and recognizes goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company's previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. If information about facts and circumstances existing as of the acquisition date is incomplete by the end of the reporting period in which a business combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. The measurement period ends once the Company receives the information it was seeking; however, this period will not exceed one year from the acquisition date. Any material adjustments recognized during the measurement period will be reflected prospectively in the period the adjustment is identified in the consolidated financial statements. The Company recognizes acquisition-related costs as expense. Progressive Waste Acquisition As described in Note 1, on June 1, 2016, pursuant to the Merger Agreement, Merger Sub merged with and into Old Waste Connections in an all-stock business combination with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of New Waste Connections. The term “Progressive Waste acquisition” is used herein to refer to the transaction completed under the Merger Agreement, and the term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016. The financial statements presented herein for the years ended December 31, 2018 and 2017 include the accounts of New Waste Connections. The financial statements presented herein for the year ended December 31, 2016 are the historical financial statements of Old Waste Connections with the inclusion on June 1, 2016 of the fair value of the identifiable assets and liabilities acquired from Progressive Waste and the inclusion of the results of operations from the acquired Progressive Waste operations commencing on June 1, 2016. The Progressive Waste acquisition was accounted for as a reverse merger using the acquisition method of accounting. Old Waste Connections has been identified as the acquirer for accounting purposes and the acquisition method of accounting has been applied. Identifying the acquirer requires various considerations including the relative voting rights post-closing, the size of minority voting interests and the composition of the board of directors and senior management. Based on these considerations, Old Waste Connections’ former stockholders hold a majority of the post-closing voting rights of the Company and both the post-closing composition of the board of directors and senior management are most closely aligned with Old Waste Connections. The Progressive Waste acquisition provided the Company with significant strategic and financial benefits including enhanced size and revenue diversification, increased earnings and cash flows and better access to capital markets. The results of operations from the acquired Progressive Waste operations have been included in the Company’s Consolidated Financial Statements from June 1, 2016, the acquisition date. Total revenues during the period from June 1, 2016 to December 31, 2016, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated revenues, were $1,184,965 . Total pre-tax earnings during the period from June 1, 2016 to December 31, 2016, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated income before income taxes, were $155,832 . Total revenues during the period from January 1, 2017 to May 31, 2017, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated revenues, were $826,886 . Total pre-tax earnings during the period from January 1, 2017 to May 31, 2017, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated income before income taxes, was $79,470 , and includes $57,362 of expenses recorded in Impairments and other operating items. The following table summarizes the consideration transferred to acquire Progressive Waste and the amounts of identifiable assets acquired and liabilities assumed: Fair value of consideration transferred: Shares issued $ 3,503,162 Debt assumed 1,729,274 5,232,436 Less: cash and restricted cash acquired (70,769) Net fair value of consideration transferred 5,161,667 Recognized amounts of identifiable assets acquired and liabilities assumed associated with the business acquired: Accounts receivable 231,709 Prepaid expenses and other current assets 28,623 Restricted investments 11,550 Property and equipment 2,063,011 Contracts 223,885 Customer lists 191,679 Other intangibles 218,499 Other long-term assets 4,491 Accounts payable and accrued liabilities (264,992) Deferred revenue (35,635) Contingent consideration (19,412) Other long-term liabilities (185,774) Deferred income taxes (329,552) Total identifiable net assets 2,138,082 Goodwill $ 3,023,585 On June 1, 2016, as share consideration for the Progressive Waste acquisition, the Company issued an additional 78,218,878 common shares at $44.79 , the closing price on the NYSE of New Waste Connections common shares on June 1, 2016. The Company assumed $1,729,274 of debt in the Progressive Waste acquisition, consisting of $1,659,465 of amounts outstanding under the Progressive Waste credit facilities that were repaid in full following the close of the Progressive Waste acquisition, $64,000 of tax-exempt bonds and $5,809 of other long-term debt. See Note 8 for further discussion of the debt assumed. Contingent consideration acquired consisted primarily of two amounts payable to the former owners of an acquisition completed by Progressive Waste in 2015. The first contingent amount payable was based on the acquired operations exceeding earnings targets specified in the purchase agreement over a one -year period ending September 30, 2017. There was no limit to this contingent amount payable under the terms of the purchase agreement, the fair value of which was recorded as $10,452 of additional purchase consideration in 2016, based upon applying a discount rate of 2.0% to the probability assessment of the expected future cash flows over the period in which the obligation was expected to be settled. During the year ended December 31, 2017, the Company recorded $9,631 to Impairments and other operating items in the Consolidated Statements of Net Income to increase the fair value of the amount payable under this liability-classified contingent consideration arrangement. The Company paid this liability in the fourth quarter of 2017. The second contingent amount payable had a maximum possible payment of $5,000 , representing a purchase price holdback payable to the former owners subject to the satisfaction of various business performance conditions through December 31, 2016, which was paid during the year ended December 31, 2017. The goodwill acquired is primarily attributable to growth opportunities at operations acquired in the Progressive Waste acquisition and synergies that are expected to arise as a result of the Progressive Waste acquisition. The expected tax deductible amount of the goodwill acquired is $303,594 . The gross amount of trade receivables due under contracts was $239,212 , of which $7,503 was expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the Progressive Waste acquisition. The Company incurred $31,408 of acquisition-related costs for the Progressive Waste acquisition during the year ended December 31, 2016. These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income. Other Acquisitions In December 2018, the Company acquired American Disposal Services, Inc. and certain affiliates (together, “American”), one of the largest privately-owned solid waste collection and recycling businesses in the Mid-Atlantic, with total annual revenues of approximately $175,000 . American serves approximately 400,000 customers in Virginia, Maryland, Georgia and Colorado. The fair value of certain assets acquired and liabilities assumed with the American acquisition are provisional pending analysis expected to be completed in the first quarter of 2019. In addition to the acquisition of American, the Company acquired 19 individually immaterial non-hazardous solid waste collection, recycling, transfer and disposal businesses during the year ended December 31, 2018. The purchase price for one of these acquisitions included contingent consideration of $11,593 , representing the fair value of up to $12,582 of amounts payable to the former owners based on the achievement of certain operating targets specified in the asset purchase agreement. The fair value of the contingent consideration was determined using probability assessments of the expected future cash flows over the three -year period in which the obligation is expected to be settled, and applying a discount rate of 2.7% . As of December 31, 2018, the obligation recognized at the purchase date has not materially changed. Any changes in the fair value of the contingent consideration subsequent to the acquisition date will be charged or credited to expense until the contingency is settled. The total acquisition-related costs incurred during the year ended December 31, 2018 for these acquisitions was $8,607 . These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income. In January 2017, the Company acquired Groot Industries, Inc. (“Groot”). At the time of the acquisition, Groot was the largest privately-owned solid waste services company in Illinois with total annual revenue of approximately $200,000 . Groot serves approximately 300,000 customers primarily in northern Illinois from a network of seven collection operations, six transfer stations and one recycling facility . In addition to the acquisition of Groot, the Company acquired 13 individually immaterial non-hazardous solid waste collection businesses during the year ended December 31, 2017. The total acquisition-related costs incurred during the year ended December 31, 2017 for these acquisitions was $5,700 . These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income. The Company acquired 12 individually immaterial non-hazardous solid waste collection businesses during the year ended December 31, 2016. The total acquisition-related costs incurred during the year ended December 31, 2016 for these acquisitions was $1,968 . These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income. The results of operations of the acquired businesses have been included in the Company’s consolidated financial statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses. The following table summarizes the consideration transferred to acquire these businesses and the amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the years ended December 31, 2018, 2017 and 2016: 2018 Acquisitions 2017 Acquisitions 2016 Acquisitions Fair value of consideration transferred: Cash $ 830,091 $ 410,695 $ 17,131 Debt assumed 210,461 56,958 - Notes issued to sellers - 13,460 - Fair value of operations exchanged - 81,097 - Working capital settlements receivable (8,507) - - 1,032,045 562,210 17,131 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 23,682 19,228 833 Prepaid expenses and other current assets 4,614 10,722 477 Property and equipment 437,914 169,433 4,735 Long-term franchise agreements and contracts 10,888 54,674 - Indefinite-lived intangibles - 5,830 - Customer lists 133,387 33,529 8,508 Permits and other intangibles 23,935 27,261 - Other assets 19 3,052 261 Accounts payable and accrued liabilities (25,005) (12,020) (2,867) Deferred revenue (16,238) (6,883) (659) Contingent consideration (11,669) (2,885) (977) Other long-term liabilities (15,532) (1,080) - Deferred income taxes (391) (50,283) - Total identifiable net assets 565,604 250,578 10,311 Goodwill $ 466,441 $ 311,632 $ 6,820 Goodwill acquired in 2018 totaling $455,283 is expected to be deductible for tax purposes. Goodwill acquired in 2017 totaling $62,887 is expected to be deductible for tax purposes. The 2016 acquisitions of 12 non-hazardous solid waste collection businesses resulted in goodwill acquired in 2016 totaling $6,820 , which is expected to be deductible for tax purposes. The fair value of acquired working capital related to seven individually immaterial acquisitions completed during the year ended December 31, 2018, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed. Any adjustments recorded relating to finalizing the working capital for these seven acquisitions are not expected to be material to the Company’s financial position. The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2018, was $27,795 , of which $4,113 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2017, was $20,746 , of which $1,518 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2016, was $1,316 , of which $483 was expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of these businesses. Pro Forma Results of Operations The following pro forma results of operations assume that the Company’s acquisition of Progressive Waste and its other acquisitions that were collectively insignificant, occurring during the year ended December 31, 2016, were acquired as of January 1, 2016 (unaudited): Year Ended December 31, 2016 Total revenue $ 4,184,871 Net income $ 350,228 Basic income per share $ 2.00 Diluted income per share $ 1.99 The unaudited pro forma results of operations do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on January 1, 2016, nor are they necessarily indicative of future operating results. The above unaudited pro forma financial information includes adjustments to acquisition expenses incurred by the Company and the acquired businesses, severance payments to employees terminated as a result of the acquisitions, equity-based compensation expenses incurred as a result of accelerated vesting resulting from the Progressive Waste acquisition, interest expense on new and refinanced debt attributable to the acquisitions, expenses associated with Progressive Waste interest rate swaps resulting from its credit facility being terminated, depreciation expense on acquired property and equipment, amortization of identifiable intangible assets acquired, depletion expense on acquired landfills and provision for income taxes. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2018 | |
Assets Held for Sale [Abstract] | |
Assets Held for Sale | 4. ASSETS HELD FOR SALE During the year ended December 31, 2018, the Company’s Southern segment completed the sale of two operations in the Louisiana market for total cash consideration of $2,000 . Due to modifications to its divestiture plan and changes in the fair market value of the divested operations, the Company reversed $5,990 of expenses recognized in prior periods to Impairments and other operating items in the Consolidated Statements of Net Income to adjust the carrying cost of these assets to fair market value. During the year ended December 31, 2017, the Company’s Eastern segment completed the sale of all assets and liabilities in its Washington, D.C. and Massachusetts markets and the sale of operating locations in the Illinois and Wisconsin markets. Additionally, during the year ended December 31, 2017, the Company’s Southern segment completed the sale of an operation in the Florida market, four operations in the Louisiana market and two operations in western Texas. The total consideration received for these sales was $104,065 and included cash and non-monetary assets. The Company’s assets and liabilities held for sale as of December 31, 2018 and 2017, were comprised of the following: December 31, 2018 2017 Current assets held for sale: Cash and equivalents $ - $ 192 Accounts receivable - 1,185 Other current assets - 219 $ - $ 1,596 Long-term assets held for sale: Property and equipment $ - $ 12,623 Other assets - 2 $ - $ 12,625 Current liabilities held for sale: Accounts payable $ - $ 804 Accrued liabilities - 215 Deferred revenue - 1,136 $ - $ 2,155 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 5. INTANGIBLE ASSETS, NET Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2018: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 476,833 $ (157,986) $ - $ 318,847 Customer lists 530,614 (232,461) - 298,153 Permits and other 338,601 (49,195) - 289,406 1,346,048 (439,642) - 906,406 Indefinite-lived intangible assets: Solid waste collection and transportation permits 158,591 - - 158,591 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,507) 21,348 260,729 - (38,507) 222,222 Intangible assets, exclusive of goodwill $ 1,606,777 $ (439,642) $ (38,507) $ 1,128,628 The weighted-average amortization period of long-term franchise agreements and contracts acquired during the year ended December 31, 2018 was 16.3 years. The weighted-average amortization period of customer lists acquired during the year ended December 31, 2018 was 10.0 years. The weighted-average amortization period of finite-lived permits and other acquired during the year ended December 31, 2018 was 40.0 years. Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2017: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 481,293 $ (123,591) $ - $ 357,702 Customer lists 405,683 (180,440) - 225,243 Permits and other 317,984 (35,715) - 282,269 1,204,960 (339,746) - 865,214 Indefinite-lived intangible assets: Solid waste collection and transportation permits 158,591 - - 158,591 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,507) 21,348 260,729 - (38,507) 222,222 Intangible assets, exclusive of goodwill $ 1,465,689 $ (339,746) $ (38,507) $ 1,087,436 Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: For the year ending December 31, 2019 $ 119,602 For the year ending December 31, 2020 $ 105,744 For the year ending December 31, 2021 $ 92,588 For the year ending December 31, 2022 $ 79,339 For the year ending December 31, 2023 $ 67,236 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 6 . PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, 2018 2017 Landfill site costs $ 3,981,870 $ 3,606,427 Rolling stock 1,736,673 1,507,905 Land, buildings and improvements 963,903 867,941 Containers 682,990 587,799 Machinery and equipment 660,961 590,048 Construction in progress 25,692 33,886 8,052,089 7,194,006 Less accumulated depreciation and depletion (2,883,093) (2,373,072) $ 5,168,996 $ 4,820,934 The Company’s landfill depletion expense, recorded in Depreciation in the Consolidated Statements of Net Income, for the years ended December 31, 2018, 2017 and 2016, was $ 206,404 , $196,314 and $143,940 , respectively. As of December 31, 2017, certain assets and liabilities associated with the Company’s Southern segment met the held for sale criteria. As a result, property and equipment totaling $12,623 , net of accumulated depreciation, have been reclassified to long-term assets held for sale on the accompanying Consolidated Balance Sheets at December 31, 2017. See Note 4 for additional discussion. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 7. ACCRUED LIABILITIES Accrued liabilities consist of the following: December 31, 2018 2017 Insurance claims $ 119,506 $ 122,162 Payroll and payroll-related 87,136 86,436 Interest payable 16,971 15,595 Share-based compensation plan liability – current portion 6,209 4,407 Environmental remediation reserve – current portion 3,592 2,315 Cell processing reserve – current portion 2,835 2,984 Unrealized cash flow hedge losses - 903 Other 53,295 43,237 $ 289,544 $ 278,039 As of December 31, 2017, certain assets and liabilities associated with the Company’s Southern segment met the held for sale criteria. As a result, accrued liabilities totaling $215 have been reclassified to current liabilities held for sale on the accompanying Consolidated Balance Sheets at December 31, 2017. See Note 4 for additional discussion. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 8. LONG-TERM DEBT The following table presents the Company’s long-term debt as of December 31, 2018 and 2017: December 31, 2018 2017 Revolver under Credit Agreement $ 481,610 $ 192,101 Term loan under Credit Agreement 1,237,500 1,637,500 2018 Senior Notes - 50,000 2019 Senior Notes 175,000 175,000 2021 Senior Notes 100,000 100,000 New 2021 Senior Notes 150,000 150,000 2022 Senior Notes 125,000 125,000 2023 Senior Notes 200,000 200,000 2024 Senior Notes 150,000 150,000 2025 Senior Notes 375,000 375,000 2026 Senior Notes 400,000 400,000 2027 Senior Notes 250,000 250,000 2028 Senior Notes 500,000 - Tax-exempt bonds 15,930 95,430 Notes payable to sellers and other third parties, bearing interest ranging from 2.75% to 24.81% , principal and interest payments due periodically with due dates ranging from 2019 to 2036 (a) 14,653 26,290 4,174,693 3,926,321 Less – current portion (1,786) (11,659) Less – debt issuance costs (19,442) (15,090) $ 4,153,465 $ 3,899,572 ____________________ (a) Interest rates represent the interest rates incurred at December 31, 2018. Summary of Changes in Debt Related to Progressive Waste Acquisition On June 1, 2016, the Company assumed $1,729,274 of debt in the Progressive Waste acquisition consisting of $1,659,465 of amounts outstanding under Progressive Waste’s prior Amended and Restated Credit Agreement, dated as of June 30, 2015, among Progressive Waste, Bank of America, N.A., acting through its Canada branch, as global agent, Bank of America, N.A., as the U.S. agent, and the other lenders and financial institutions party thereto (the “2015 Progressive Waste Credit Agreement”), $64,000 of tax-exempt bonds and $5,809 of other long-term debt. On June 1, 2016, the Company terminated the 2015 Progressive Waste Credit Agreement. Also on June 1, 2016, Old Waste Connections terminated a Revolving Credit and Term Loan Agreement, dated as of January 26, 2015, by and among Old Waste Connections, Bank of America, N.A., as the administrative agent and swing line lender and letter of credit issuer, and certain lenders and other financial institutions party thereto (the “2015 Old Waste Connections Credit Agreement,” and together with the 2015 Progressive Waste Credit Agreement, the “Prior Credit Agreements”). On June 1, 2016, the Company also entered into several financing agreements, including that certain Revolving Credit and Term Loan Agreement (the “2016 Credit Agreement”) with Bank of America, N.A., acting through its Canada Branch, as global agent, the swing line lender and letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the lenders thereunder and any other financial institutions from time to time party thereto, and a Master Note Purchase Agreement (as supplemented by the First Supplement dated as of February 13, 2017 (the “2016 First Supplement”) and as amended, restated, amended and restated, assumed, supplemented or modified from time to time, the “2016 NPA”) with certain accredited institutional investors, as more fully described below. Proceeds from the borrowings under the 2016 Credit Agreement were used initially to refinance indebtedness of the Company and its subsidiaries under the Prior Credit Agreements and for the payment of transaction fees and expenses related to the Progressive Waste acquisition. The Company used proceeds from the sale of the New 2021 Senior Notes, 2023 Senior Notes and the 2026 Senior Notes (defined below) to refinance existing indebtedness and for general corporate purposes. Credit Agreement As described above, on June 1, 2016, the Company entered into the 2016 Credit Agreement. On March 21, 2018, the 2016 Credit Agreement was amended and restated in its entirety pursuant to an Amended and Restated Revolving Credit and Term Loan Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into by the Company, Bank of America, N.A., acting through its Canada Branch, as global agent, the swing line lender and letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the lenders (the “Lenders”) and any other financial institutions from time to time party thereto. Entry into the Credit Agreement, among other things, extended the scheduled maturity of the relevant indebtedness and facilitated the release of each of the Company’s subsidiaries guaranteeing the obligations under the 2016 Credit Agreement. There are no subsidiary guarantors under the Credit Agreement. The Credit Agreement has a scheduled maturity date of March 21, 2023 . Details of the Credit Agreement are as follows: December 31, 2018 2017 Revolver under Credit Agreement Available $ 955,779 $ 1,149,813 Letters of credit outstanding $ 125,111 $ 220,586 Total amount drawn, as follows: $ 481,610 $ 192,101 Amount drawn – U.S. LIBOR rate loan 357,000 - Interest rate applicable – U.S. LIBOR rate loan 3.62% Not applicable Interest rate margin – U.S. LIBOR rate loan 1.10% Not applicable Amount drawn – Canadian prime rate loan $ - $ 16,739 Interest rate applicable - Canadian prime rate loan Not applicable 3.45% Interest rate margin – Canadian prime rate loan Not applicable 0.25% Amount drawn – Canadian bankers’ acceptance $ 124,610 $ 175,362 Interest rate applicable – Canadian bankers’ acceptance 3.40% 2.64% Interest rate acceptance fee – Canadian bankers’ acceptance 1.10% 1.20% Commitment – rate applicable 0.12% 0.15% Term loan under Credit Agreement Amount drawn – U.S. based LIBOR loan $ 1,237,500 $ 1,637,500 Interest rate applicable – U.S. based LIBOR loan 3.62% 2.77% Interest rate margin – U.S. based LIBOR loan 1.10% 1.20% Pursuant to the terms and conditions of the Credit Agreement, the Lenders remain committed to providing a $3,200,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $1,562,500 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $1,637,500 , which term loan was fully drawn at closing of the 2016 Credit Agreement and remained and continued to be fully drawn at closing of the Credit Agreement. Since that time, the term loan has been reduced by $400,000 . As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $320,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lessor of $75,000 and the aggregate commitments under the revolving advances. Both the letter of credit sublimit and the swing line sublimit are part of, and not in addition to, the aggregate commitments under the revolving advances. Existing letters of credit in place under the 2016 Credit Agreement are continued and now deemed issued under and governed by the terms of the Credit Agreement. Subject to certain specified conditions and additional deliveries, the Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that (i) the aggregate principal amount of such requests does not exceed $500,000 and (ii) the aggregate principal amount of commitments and term loans under the credit facility does not exceed $3,700,000 . The Company has $5,182 of debt issuance costs related to the Credit Agreement recorded in Other assets, net in the Consolidated Balance Sheets at December 31, 2018, which are being amortized through the maturity date, or March 21, 2023 . Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars. Interest accrues on the term loan at a LIBOR rate or a base rate, at the Company’s option, plus an applicable margin. Interest accrues on revolving advances, at the Company’s option, (i) at a LIBOR rate or a base rate for U.S. dollar borrowings, plus an applicable margin, and (ii) at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin. Canadian dollar borrowings are also available by way of bankers’ acceptances or BA equivalent loans (“BA loans”), subject to the payment of a drawing fee. The fees for letters of credit in US dollars and Canadian dollars are also based on the applicable margin. The applicable margin used in connection with interest rates and fees is based on the Company’s Leverage Ratio (as defined below). The applicable margin for LIBOR rate loans, drawing fees for bankers’ acceptance and BA loans and letter of credit fees ranges from 1.00% to 1.50% , and the applicable margin for base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00% to 0.50% . The Company will also pay a fee based on its Leverage Ratio (as defined below) on the actual daily unused amount of the aggregate revolving commitments. The borrowings under the Credit Agreement are unsecured. The Credit Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements. During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Credit Agreement to be due and payable. The Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) (i) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date less (ii) the sum of cash and cash equivalents of the Company and its subsidiaries on a dollar-for-dollar basis as of such date in excess of $50,000 up to a maximum of $200,000 (such that the maximum amount of reduction pursuant to this calculation does not exceed $150,000 ) to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months (the “Leverage Ratio”), to not more than 3.50 to 1.00 (or 3.75 to 1.00 during material acquisition periods, subject to certain limitations). The Credit Agreement also includes a financial covenant requiring the ratio of Consolidated EBIT (as defined in the Credit Agreement) to Consolidated Total Interest Expense (as defined in the Credit Agreement), in each case, measured for the preceding 12 months, (the “Interest Coverage Ratio”) to be not less than 2.75 to 1.00. As of December 31, 2018 and 2017, the Company was in compliance with all applicable covenants in the Credit Agreement and the 2016 Credit Agreement, respectively. 2016 Master Note Purchase Agreement On April 20, 2017, pursuant to the 2016 NPA, and the 2016 First Supplement, the Company issued and sold to certain accredited institutional investors $400,000 aggregate principal amount of senior unsecured notes consisting of $150,000 aggregate principal amount, which will mature on April 20, 2024 , with an annual interest rate of 3.24% (the “2024 Senior Notes”) and $250,000 aggregate principal amount, which will mature on April 20, 2027 , with an annual interest rate of 3.49% (the “2027 Senior Notes” and collectively with the 2024 Senior Notes, the “2017A Senior Notes”) in a private placement. On March 21, 2018, the Company entered into that certain Amendment No. 1 to Master Note Purchase Agreement (the “2016 NPA First Amendment”), with each of the holders party thereto, which amended the 2016 NPA. The 2016 NPA First Amendment, among other things, provided for certain amendments to the 2016 NPA to facilitate (i) certain conforming changes to align certain provisions of the 2016 NPA, the Assumed 2008 NPA (as defined below) and the Credit Agreement and (ii) the release of all subsidiary guarantors in relation to obligations under the 2016 NPA and the 2016 Senior Notes (as defined below) (the “2016 Release”). Pursuant to the terms and conditions of the 2016 NPA, the Company has outstanding senior unsecured notes (the “2016 Senior Notes”) at December 31, 2018 consisting of (i) $150,000 of 2.39% senior notes due June 1, 2021 (the “New 2021 Senior Notes”), (ii) $200,000 of 2.75% senior notes due June 1, 2023 (the “2023 Senior Notes”), (iii) $400,000 of 3.03% senior notes due June 1, 2026 (the “2026 Senior Notes”) and (iv) $400,000 of the 2017A Senior Notes. The New 2021 Senior Notes, the 2023 Senior Notes, the 2026 Senior Notes and the 2017A Senior Notes bear interest at fixed rates with interest payable in arrears semi-annually, and on the respective maturity dates, until the principal thereunder becomes due and payable. The Company is amortizing the $9,011 of debt issuance costs through the maturity dates of the respective notes. Under the terms and conditions of the 2016 NPA, the Company is authorized to issue and sell notes in the aggregate principal amount of $1,500,000 , inclusive of the outstanding $1,150,000 aggregate principal amount of 2016 Senior Notes that have been issued and sold by the Company, provided that the purchasers of the 2016 Senior Notes shall not have any obligation to purchase any additional notes issued pursuant to the 2016 NPA. The 2016 Senior Notes are unsecured obligations and rank pari passu with obligations under the Credit Agreement and the 2008 Senior Notes (defined below). Following the 2016 Release, there are currently no subsidiary guarantors in relation to the obligations under the 2016 NPA or the 2016 Senior Notes. The 2016 Senior Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrence of an event of default, payment of the 2016 Senior Notes may be accelerated by the holders of the 2016 Senior Notes. The 2016 Senior Notes may also be prepaid by the Company at par plus a make-whole amount determined by the amount of the excess, if any, of the discounted value of the remaining scheduled payments with respect to the called principal of such 2016 Senior Notes minus the amount of such called principal, provided that the make whole shall in no event be less than zero. The discounted value is determined using market-based discount rates. In addition, the Company will be required to offer to prepay the 2016 Senior Notes upon certain changes in control. The 2016 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events. The 2016 NPA requires that the Company comply with the specified quarterly leverage ratio and interest coverage ratio, in each case, as of the last day of each fiscal quarter. The required leverage ratio cannot exceed 3.75 to 1.00. The required interest coverage ratio must not be less than 2.75 to 1.00. As of December 31, 2018 and 2017, the Company was in compliance with all applicable covenants in the 2016 NPA. 2008 Master Note Purchase Agreement On June 1, 2016, prior to the closing of the Progressive Waste acquisition, Old Waste Connections, certain subsidiaries of Old Waste Connections (together with Old Waste Connections, the “Obligors”) and certain holders of the 2008 Senior Notes (defined below) entered into that certain Amendment No. 6 to that certain Master Note Purchase Agreement, dated July 15, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Assumption Agreement (as defined below), the “2008 NPA”). Following the closing of the Progressive Waste acquisition, the Company entered into that certain Assumption and Exchange Agreement (as amended, restated, amended and restated, supplemented or modified from time to time, the “Assumption Agreement”) with Old Waste Connections, to and in favor of the holders of the notes issued from time to time under the 2008 NPA (the 2008 NPA, as assumed and modified by the Assumption Agreement, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Assumed 2008 NPA”). On March 21, 2018, the Company entered into that certain Amendment No. 7 to the Assumed 2008 NPA (the “2008 NPA Seventh Amendment”), with each of the holders party thereto, which amended the Assumed 2008 NPA. The 2008 NPA Seventh Amendment, among other things, provided certain amendments to the Assumed 2008 NPA to facilitate (i) certain conforming changes to align the provisions of the Assumed 2008 NPA, the 2016 NPA and the Credit Agreement and (ii) the release of all subsidiary guarantors in relation to obligations under the Assumed 2008 NPA and the 2008 Senior Notes (the “2008 Release”). Pursuant to the terms and conditions of the Assumed 2008 NPA, the Company has outstanding senior unsecured notes (the “2008 Senior Notes”) at December 31, 2018 consisting of $175,000 of 5.25% senior notes due 2019 (the “2019 Senior Notes”), $100,000 of 4.64% senior notes due 2021 (the “2021 Senior Notes”), $125,000 of 3.09% senior notes due 2022 (the “2022 Senior Notes”) and $375,000 of 3.41% senior notes due 2025 (the “2025 Senior Notes”). The Company is amortizing the $3,863 of debt issuance costs through the maturity dates of the respective notes. The Company redeemed at maturity its $50,000 of 4.00% senior notes due April 2018 (the “2018 Senior Notes”) on April 2, 2018. Under the terms and conditions of the Assumed 2008 NPA, the Company is authorized to issue and sell notes in the aggregate principal amount of $1,250,000 , inclusive of the outstanding $775,000 aggregate principal amount of 2008 Senior Notes assumed by the Company on June 1, 2016, provided that the purchasers of the 2008 Senior Notes shall not have any obligation to purchase any additional notes issued pursuant to the Assumed 2008 NPA. The 2008 Senior Notes are unsecured obligations and rank pari passu with obligations under the Credit Agreement and the 2016 Senior Notes. Following the 2008 Release, there are no subsidiary guarantors in relation to the Company’s obligations under the Assumed 2008 NPA or the 2008 Senior Notes. The 2008 Senior Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrence of an event of default, payment of the 2008 Senior Notes may be accelerated by the holders of the 2008 Senior Notes. The 2008 Senior Notes may also be prepaid by the Company at par plus a make-whole amount determined by the amount of excess, if any, of the discounted value of the remaining scheduled payments with respect to the called principal of such 2008 Senior Notes minus the amount of such called principal, provided that the make whole shall in no event be less than zero. The discounted value is determined using market-based discount rates. In addition, the Company will be required to offer to prepay the 2008 Senior Notes upon certain changes in control; however, no such prepayment offer was accepted in connection with the Progressive Waste acquisition. The Assumed 2008 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events. The Assumed 2008 NPA requires that the Company comply with the specified quarterly leverage ratio and interest coverage ratio, in each case, as of the last day of each fiscal quarter. The required leverage ratio cannot exceed 3.75 to 1.00. The required interest coverage ratio must not be less than 2.75 to 1.00. As of December 31, 2018 and 2017, the Company was in compliance with all applicable covenants in the Assumed 2008 NPA. 2028 Senior Notes On November 16, 2018, the Company completed an underwritten public offering of $500,000 aggregate principal amount of its 4.250% Senior Notes due 2028 (the “2028 Senior Notes”). The 2028 Senior Notes were issued under the Indenture, dated as of November 16, 2018 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 16, 2018 (the Base Indenture as so supplemented, the “Indenture”). The Company will pay interest on the 2028 Senior Notes semi-annually, commencing on June 1, 2019, and the 2028 Senior Notes will mature on December 1, 2028. The 2028 Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any of its future subordinated debt. The 2028 Senior Notes are not guaranteed by any of the Company’s subsidiaries. The Company is amortizing the $5,052 of debt issuance costs through the maturity date of the note. The Company may redeem some or all of the 2028 Senior Notes at its option prior to September 1, 2028 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2028 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on September 1, 2028 (three months before the maturity date), the Company may redeem some or all of the 2028 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2028 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the 2028 Senior Notes to ensure that the net amounts received by each holder of the 2028 Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the 2028 Senior Notes. If such payment of Additional Amounts are a result of a change in the laws or regulations, including a change in any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the 2028 Senior Notes then outstanding at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). If the Company experiences certain kinds of changes of control, each holder of the 2028 Senior Notes may require the Company to repurchase all or a portion of the 2028 Senior Notes for cash at a price equal to 101% of the aggregate principal amount of such 2028 Senior Notes, plus any accrued but unpaid interest to the date of repurchase. The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets. The Indenture also includes customary events of default with respect to the 2028 Senior Notes. As of December 31, 2018, the Company was in compliance with all applicable covenants in the Indenture . Upon an event of default, the principal of and accrued and unpaid interest on all the 2028 Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25% in principal amount of the outstanding 2028 Senior Notes. Upon such a declaration, such principal and accrued interest on all of the 2028 Senior Notes will be due and payable immediately. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2028 Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the 2028 Senior Notes. Tax-Exempt Bonds As discussed above, the Company assumed $64,000 of tax-exempt bonds in the Progressive Waste acquisition which consisted of three industrial revenue bonds (“IRB”) including the Pennsylvania Economic Development Corporation IRB (“PA IRB Facility”), Mission Economic Development Corporation IRB (“TX IRB Facility”) and 2009 Seneca County Industrial Development Agency IRB (“2009 Seneca IRB Facility”). The Company’s tax-exempt bond financings are as follows: Type of Interest Interest Rate on Bond at December 31, Maturity Date of Outstanding Balance at December 31, Backed by Letter of Credit Name of Bond Rate 2018 Bond 2018 2017 (Amount) West Valley Bond Variable - August 1, 2018 $ - $ 15,500 $ - LeMay Washington Bond Variable 1.79% April 1, 2033 15,930 15,930 16,126 PA IRB Facility Variable - November 1, 2028 - 35,000 - TX IRB Facility Variable - April 1, 2022 - 24,000 - 2009 Seneca IRB Facility Variable - December 31, 2039 - 5,000 - $ 15,930 $ 95,430 $ 16,126 In February 2018, the Company gave notice to redeem its Pennsylvania Economic Development Corporation IRB Bond with a remaining principal balance of $35,000 . The Company paid in full the principal and accrued interest on this bond on April 2, 2018. In February 2018, the Company gave notice to redeem its Mission Economic Development Corporation IRB Bond with a remaining principal balance of $24,000 . The Company paid in full the principal and accrued interest on this bond on April 2, 2018. In July 2018, the Company gave notice to redeem its 2009 Seneca County Industrial Development Agency IRB Bond with a remaining principal balance of $5,000 . The Company paid in full the principal and accrued interest on this bond on September 4, 2018. The Company’s West Valley tax-exempt bond, with a principal amount of $15,500 , matured August 1, 2018. The Company paid in full the principal and accrued interest on this bond on August 1, 2018 . The outstanding LeMay Washington Bond is remarketed weekly by a remarketing agent to effectively maintain a variable yield. If the remarketing agent is unable to remarket the bond, then the remarketing agent can put the bond to the Company. The Company obtained a standby letter of credit, issued under the Credit Agreement, to guarantee repayment of the bond in this event. The Company classified this borrowing as long-term at December 31, 2018, because the borrowing was supported by a standby letter of credit issued under the Company’s Credit Agreement. As of December 31, 2018, aggregate contractual future principal payments by calendar year on long-term debt are due as follows: 2019 * $ 1,786 2020 1,380 2021 255,093 2022 126,451 2023 2,094,770 Thereafter 1,695,213 $ 4,174,693 ______________________ * The Company has recorded the 2019 Senior Notes in the 2023 category in the table above as the Company has the intent and ability to redeem the 2019 Senior Notes on November 1, 2019 using borrowings under the Credit Agreement. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 9. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data. The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments and restricted cash and investments. The Company’s derivative instruments are pay-fixed, receive-variable interest rate swaps and pay-fixed, receive-variable diesel fuel hedges. The Company’s interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts. The Company verifies the reasonableness of these quotes using similar quotes from another financial institution as of each date for which financial statements are prepared. The Company used a discounted cash flow (“DCF”) model to determine the estimated fair value of the diesel fuel hedges. The assumptions used in preparing the DCF model included: (i) estimates for the forward DOE index curve; and (ii) the discount rate based on risk-free interest rates over the term of the hedge contracts. The DOE index curve used in the DCF model was obtained from financial institutions that trade these contracts and ranged from $2.95 to $3.00 at December 31, 2017. The weighted average DOE index curve used in the DCF model was $2.96 at December 31, 2017. For the Company’s interest rate swaps and fuel hedges, the Company also considers the Company’s creditworthiness in its determination of the fair value measurement of these instruments in a net liability position and the counterparties’ creditworthiness in its determination of the fair value measurement of these instruments in a net asset position. The Company’s restricted cash and investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted cash and investments measured at fair value are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and 2017, were as follows: Fair Value Measurement at December 31, 2018 Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap derivative instruments – net asset position $ 12,098 $ - $ 12,098 $ - Restricted cash and investments $ 131,422 $ - $ 131,422 $ - Contingent consideration $ (54,615) $ - $ - $ (54,615) Fair Value Measurement at December 31, 2017 Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap derivative instruments – net asset position $ 18,979 $ - $ 18,979 $ - Fuel hedge derivative instruments – net asset position $ 3,880 $ - $ - $ 3,880 Restricted cash and investments $ 165,592 $ - $ 165,592 $ - Contingent consideration $ (47,285) $ - $ - $ (47,285) The following table summarizes the changes in the fair value for Level 3 derivatives for the year ended December 31, 2017: Year s Ended December 31, 2018 2017 Beginning balance $ 3,880 $ (264) Realized losses (gains) included in earnings (6,531) 2,818 Unrealized gains included in AOCIL 2,651 1,326 Ending balance $ - $ 3,880 The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 Beginning balance $ 47,285 $ 51,826 Contingent consideration recorded at acquisition date 11,669 2,885 Payment of contingent consideration recorded at acquisition date (6,127) (17,158) Payment of contingent consideration recorded in earnings (11) (10,012) Adjustments to contingent consideration 349 17,754 Interest accretion expense 1,756 1,746 Foreign currency translation adjustment (306) 244 Ending balance $ 54,615 $ 47,285 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES COMMITMENTS Leases The Company rents certain equipment and facilities under both short-term agreements and non-cancelable operating lease agreements for periods ranging from one to 35 years. The Company’s total rent expense for equipment during the years ended December 31, 2018, 2017 and 2016, was $11,879 , $14,367 and $12,132 , respectively. The Company’s total rent expense for facilities during the years ended December 31, 2018, 2017 and 2016, was $ 30,767 , $29,016 and $23,527 , respectively. As of December 31, 2018, future minimum lease payments, by calendar year, are as follows: 2019 $ 37,902 2020 35,204 2021 32,259 2022 30,974 2023 27,882 Thereafter 94,205 $ 258,426 Financial Surety Bonds The Company uses financial surety bonds for a variety of corporate guarantees. The two largest uses of financial surety bonds are for municipal contract performance guarantees and asset closure and retirement requirements under certain environmental regulations. Environmental regulations require demonstrated financial assurance to meet final capping, closure and post-closure requirements for landfills. In addition to surety bonds, these requirements may also be met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits. At December 31, 2018 and 2017, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $ 619,830 and $609,561 , respectively, to secure its asset closure and retirement requirements and $ 357,820 and $281,459 , respectively, to secure performance under collection contracts and landfill operating agreements. The Company owns a 9.9% interest in a company that, among other activities, issues financial surety bonds to secure landfill final capping, closure and post-closure obligations for companies operating in the solid waste industry. The Company accounts for this investment under the cost method of accounting. There have been no identified events or changes in circumstances that may have a significant adverse effect on the carrying value of the investment. This investee company and the parent company of the investee have written financial surety bonds for the Company, of which $ 381,770 and $410,280 were outstanding as of December 31, 2018 and 2017, respectively. The Company’s reimbursement obligations under these bonds are secured by a pledge of its stock in the investee company. Unconditional Purchase Obligations At December 31, 2018, the Company’s unconditional purchase obligations consist of multiple fixed-price fuel purchase contracts under which it has 37.0 million gallons remaining to be purchased for a total of $96,397 . These fuel purchase contracts expire on or before February 28, 2021. As of December 31, 2018, future minimum purchase commitments, by calendar year, are as follows: 2019 $ 66,774 2020 29,446 2021 177 $ 96,397 CONTINGENCIES Environmental Risks The Company expenses costs incurred to investigate and remediate environmental issues unless they extend the economic useful lives of the related assets. The Company records liabilities when it is probable that an obligation has been incurred and the amounts can be reasonably estimated. The remediation reserves cover anticipated costs, including remediation of environmental damage that waste facilities may have caused to neighboring landowners or residents as a result of contamination of soil, groundwater or surface water, including damage resulting from conditions existing prior to the Company’s acquisition of such facilities. The Company’s estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. The Company does not discount remediation obligations. At December 31, 2018 and 2017, the current portion of remediation reserves was $ 3,592 and $2,315 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2018 and 2017, the long-term portion of remediation reserves was $ 18,362 and $19,368 , respectively, which is included in Other long-term liabilities in the Consolidated Balance Sheets. Any substantial increase in the liabilities for remediation of environmental damage incurred by the Company could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal Proceedings In the normal course of its business and as a result of the extensive governmental regulation of the solid waste and E&P waste industries, the Company is subject to various judicial and administrative proceedings involving Canadian regulatory authorities as well as U.S. federal, state and local agencies. In these proceedings, an agency may subpoena the Company for records, or seek to impose fines on the Company or revoke or deny renewal of an authorization held by the Company, including an operating permit. From time to time, the Company may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills, transfer stations, and E&P waste treatment, recovery and disposal operations, or alleging environmental damage or violations of the permits and licenses pursuant to which the Company operates. In addition, the Company is a party to various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of the Company’s business. Except as noted in the matters described below, as of December 31, 2018, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows. Lower Duwamish Waterway Superfund Site Allocation Process In November 2012, the Company’s subsidiary, Northwest Container Services, Inc. (“NWCS”), was named by the U.S. Environmental Protection Agency, Region 10 (the “EPA”) as a potentially responsible party (“PRP”), along with more than 100 others, under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or the “Superfund” law) with respect to the Lower Duwamish Waterway Superfund Site (the “LDW Site”). Listed on the National Priorities List in 2001, the LDW Site is a five-mile stretch of the Duwamish River flowing into Elliott Bay in Seattle, Washington. A group of PRPs known as the Lower Duwamish Working Group (“LDWG”) and consisting of the City of Seattle, King County, the Port of Seattle, and Boeing Company conducted a Remedial Investigation/Feasibility Study for the LDW Site. On December 2, 2014, the EPA issued its Record of Decision (the “ROD”) describing the selected clean-up remedy, and therein estimated that clean-up costs (in present value dollars as of November 2014) would total approximately $342,000 . However, it is possible that additional costs could be incurred based upon various factors. The EPA estimates that it will take seven years to implement the clean-up. The ROD also requires ten years of monitoring following the clean-up, and provides that if clean-up goals have not been met by the end of this period, then additional clean-up activities, at additional cost, may be required at that time. Implementation of the clean-up will not begin until after the ongoing Early Action Area (“EAA”) clean-ups have been completed. Typically, costs for monitoring may be in addition to those expended for the clean-up. While three of the EAA clean-ups have been completed to date, some work remains to be done on three other EAAs. Implementation of the clean-up also must await additional baseline sampling throughout the LDW Site and the preparation of a remedial design for performing the clean-up. On April 27, 2016, the LDWG entered into a third amendment of its Administrative Order on Consent with the EPA (the “AOC 3”) in which it agreed to perform the additional baseline sediment sampling and certain technical studies needed to prepare the actual remedial design. The LDWG and EPA entered into a fourth amendment to the AOC in July 2018 primarily addressing development of a proposed remedy for the upper reach of the LDW Site, river mile 3 to river mile 5. On August 16, 2016, the EPA sent individual letters to each of the PRPs for the LDW Site, including NWCS, stating that it expects to initiate negotiations with all PRPs in early 2018 relating to a Remedial Design/Remedial Action (“RD/RA”) Consent Decree. An RD/RA Consent Decree provides for the cleanup of the entire site and is often referred to as a “global settlement.” In August 2014, NWCS entered into an Alternative Dispute Resolution Memorandum of Agreement with several dozen other PRPs and a neutral allocator to conduct a confidential and non-binding allocation of certain past response costs allegedly incurred at the LDW Site as well as the anticipated future response costs associated with the clean-up. The pre-remedial design work under the AOC 3 is now not expected to conclude until the end of 2019, and in March 2017, the PRPs provided the EPA with notice that the allocation is not scheduled to conclude until mid-2019. With recent extensions, the allocation is now scheduled to conclude in early 2020 and the EPA has been informed of the new schedule. In June 2017, attorneys for the EPA informed attorneys for several PRPs that the EPA expected to begin RD/RA negotiations in the late summer or early fall of 2018. Those negotiations have not been scheduled and there is no recent indication from the EPA regarding when they will begin. NWCS is defending itself vigorously in this confidential allocation process. At this point, the Company is not able to determine the likelihood of the allocation process being completed as intended by the participating PRPs, its specific allocation, or the likelihood of the parties then negotiating a global settlement with the EPA. Thus, NWCS cannot reasonably determine the likelihood of any outcome in this matter, including its potential liability. On February 11, 2016, NWCS received a letter (the “Letter”) from the United States Department of Commerce, National Oceanic and Atmospheric Administration (“NOAA”), describing certain investigatory activities conducted by the Elliott Bay Trustee Council (the “Council”). The Council consists of all of the natural resources trustees for the LDW Site as well as two nearby Superfund sites, the Harbor Island site and the Lockheed West site. The members of the Council include the United States, on behalf of the U.S. National Oceanic and Atmospheric Administration and the U.S. Department of the Interior, the Washington State Department of Ecology, and the Suquamish and Muckleshoot Indian Tribes (together, the “Trustees”). The Letter appears to allege that NWCS may be a potentially liable party that allegedly contributed to the release of hazardous substances that have injured natural resources at the LDW Site. Damages to natural resources are in addition to clean-up costs. The Letter, versions of which NWCS believes were sent to all or a group of the PRPs for the LDW Site, also notified its recipients of their opportunity to participate in the Trustees’ development of an Assessment Plan and the performance of a Natural Resources Damages Assessment (“NRDA”) in accordance with the Assessment Plan for both the LDW Site and the east and west waterways of the Harbor Island site. NWCS timely responded with correspondence to the NOAA Office of General Counsel, in which it declined the invitation at that time. NWCS does not know how other PRPs responded to the Letter, and has not received any further communication from NOAA or the Trustees. The Trustees have not responded to NWCS’ letter and NWCS is not aware of any further action by the Trustees with respect to the Assessment Plan and NRDA. At this point, the Company is not able to determine the likelihood or amount of an assessment of natural resource damages against NWCS in connection with this matter . Los Angeles County, California Landfill Expansion Litigation A. Chiquita Canyon, LLC Lawsuit Against Los Angeles County In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “Landfill”). The Landfill has operated since 1972, and as a regional landfill, accepted approximately three million tons of materials for disposal and beneficial use in 2016. The Application requested expansion of the existing waste footprint on CCL’s contiguous property, an increase in maximum elevation, creation of a new entrance and new support facilities, construction of a facility for the County or another third-party operator to host household hazardous waste collection events, designation of an area for mixed organics/composting, and other modifications. After many years of reviews and delays, upon the recommendation of County staff, the County’s Regional Planning Commission (the “Commission”) approved the Application on April 19, 2017, but imposed operating conditions, fees and exactions that substantially reduce the historical landfill operations and represent a large increase in aggregate taxes and fees. CCL objected to many of the requirements imposed by the Commission. Current estimates for new costs imposed on CCL under the CUP are in excess of $300,000 . CCL appealed the Commission’s decision to the County Board of Supervisors, but the appeal was not successful. At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP. On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captioned Chiquita Canyon, LLC v. County of Los Angeles, No. BS171262 (Los Angeles Co. Super Ct.) (the “Complaint”). The Complaint challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections. CCL seeks the following relief: (a) an injunction and writ of mandate against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief. On December 6, 2017, the County filed a demurrer to the Complaint arguing that the Complaint is legally insufficient to proceed. At an initial trial-setting hearing on February 8, 2018, the Superior Court suggested that the Complaint should be amended to separate the claims seeking a writ of mandamus against the County. CCL filed its First Amended Complaint on March 23, 2018. The County filed its demurrer and motion to strike challenging portions of the First Amended Complaint on April 25, 2018. CCL filed its combined opposition to the demurrer and motion to strike on July 3, 2018. The County filed a combined reply brief on July 10, 2018. The hearing on the demurrer took place on July 17, 2018. The Court sustained the demurrer and granted the motion to strike. The effect of the Court’s rulings is to bar CCL from proceeding with its challenges to 14 of the 29 CUP conditions at issue in the litigation, including 13 operational conditions and CCL’s challenge to the $11,600 B&T Fee discussed below. The Court set a trial date of June 18, 2019 for the remaining mandamus claims. The Court granted CCL leave to amend its Complaint if CCL chose to pay the $11,600 B&T fee to allow a challenge to the B&T fee to proceed under the Mitigation Fee Act. CCL paid the $11,600 B&T fee on August 10, 2018 and filed its Second Amended Complaint on August 16, 2018, reflecting that the B&T fee had been paid under protest and allowing the challenges to the B&T fee to go forward. On September 14, 2018, CCL appealed to the California Court of Appeal the Superior Court’s July 17, 2018 decision barring the challenge to 13 operational conditions. On October 5, 2018, the Court of Appeal decided to hear CCL’s appeal and issued an order to show cause. CCL and the County completed briefing on November 20, 2018, and the Court of Appeal heard oral argument on January 9, 2019. CCL will continue to vigorously prosecute the lawsuit. However, at this point, the Company is not able to determine the likelihood of any outcome in this matter. B. CEQA Lawsuit Against Los Angeles County Challenging Environmental Review for Landfill Expansion A separate lawsuit involving CCL and the Landfill was filed on August 24, 2017 by community activists alleging that the environmental review underlying the CUP was inadequate under state law. The Val Verde Civic Association, Citizens for Chiquita Canyon Landfill Compliance, and the Santa Clarita Organization for Planning the Environment filed a petition for writ of mandate in the Superior Court of California, County of Los Angeles against the County, naming CCL as the real party in interest. The lawsuit seeks to overturn the County’s approval of the CUP for the expansion of the Landfill and the certification of the final Environmental Impact Report, arguing that the report violates the California Environmental Quality Act. Pursuant to Condition No. 6 of the CUP, which requires CCL to defend, indemnify, and hold harmless the County, its agents, officers, and employees from any claim or proceeding against the County brought by any third party to attack, set aside, void, or annul the CUP approval, CCL has agreed to reimburse the County for its legal costs associated with defense of the lawsuit. As the real party in interest, CCL has a right to notice and an opportunity to be heard in opposition to the petition for writ of mandate. The petitioners filed their Opening Brief with the court on September 27, 2018. CCL filed its Opposition Brief with the court on November 28, 2018 and the petitioners filed their Reply Brief on December 20, 2018. A trial date had been scheduled for February 8, 2019, but on February 6, 2019, the court reassigned the case to a different judge and vacated the trial date, which has yet to be rescheduled by the court. CCL intends to vigorously defend the lawsuit as the real party in interest. However, at this point, the Company is not able to determine the likelihood of any outcome in this matter. C. Solid Waste Management Fee Enforcement Order On September 15, 2016, CCL received a letter from the County’s Department of Public Works (“DPW”), which alleged that from October 2011 to September 2014, CCL underpaid the County Solid Waste Management Fee in violation of the Los Angeles County Code. An invoice totaling more than $5,100 , which included certain fees and penalties, was attached to the letter, with 30-day payment terms. DPW argues that the penalty continues to accrue, and as of July 31, 2018 the penalties were calculated by DPW at $3,079 , for a total fee and penalty assessment of $5,515 . On September 29, 2016, CCL submitted an initial response to the DPW letter. CCL filed a protective administrative appeal on October 13, 2016. DPW responded on July 27, 2017, after the CUP was approved, rejecting CCL’s arguments and stating its intention to proceed with an Enforcement Order if the outstanding invoice was not paid. CCL responded on August 25, 2017, addressing each point raised by DPW and reiterated its position that no additional fees were due. On August 30, 2017, DPW issued an Enforcement Order seeking payment of the Solid Waste Management Fee and the administrative penalties that had allegedly accrued through March 2015, together totaling more than $5,100. CCL filed a timely administrative appeal of the order on September 28, 2017. CCL negotiated with County Counsel to set a briefing schedule, hearing date for the appeal, and selection of a neutral hearing officer. A prehearing order was entered on July 9, 2018 by the hearing officer and CCL and DPW proceeded to exchange briefs, exhibits, and written testimony of witnesses. A two-day evidentiary hearing on DPW’s Enforcement Order occurred on September 11-12, 2018. CCL and DPW submitted post-hearing briefing on October 15 and October 30, 2018. It is uncertain when a decision will be issued. CCL has a right to challenge in State court any decision of the hearing officer that is not supported by the law or substantial evidence. At this point, the Company is not able to determine the likelihood of any outcome in this matter. D. December 11, 2017 Notice of Violation Regarding Certain CUP Conditions. The County, through its DRP, issued a Notice of Violation, dated December 11, 2017 (the “NOV”), alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) of the CUP by failing to pay an $11,600 Bridge & Thoroughfare Fee (“B&T Fee”) that was purportedly due on July 25, 2017. The alleged B&T fee was ostensibly to fund the construction of transportation infrastructure in the area of the Landfill. At the time the NOV was issued, CCL had already contested the legality of the B&T fee in the October 20, 2017 Complaint filed against the County in Los Angeles County Superior Court. On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV. Subsequently, CCL filed additional legal arguments and exhibits contesting the NOV. On March 6, 2018, a DRP employee designated as hearing officer sustained the NOV, including the $11,600 B&T fee, and imposed an administrative penalty in the amount of $83 and a noncompliance fee of $0.75 . A written decision memorializing the hearing officer’s findings and order, dated July 10, 2018, was received by CCL on July 12, 2018. On April 13, 2018, CCL filed in the Superior Court of California, County of Los Angeles a Petition for Writ of Administrative Mandamus against the County seeking to overturn the decision sustaining the NOV, contending that the NOV and decision are not supported by the facts or law. On June 22, 2018, Chiquita filed a Motion for Stay seeking to halt enforcement of the B&T fee and penalty and the accrual of any further penalties pending the resolution of the Petition for Writ of Mandamus. The motion was heard and denied by the Court on July 17, 2018. As explained above, the Court granted CCL leave to pay the $11,600 B&T fee and to amend its Complaint to reflect the payment under protest, allowing the challenge to the B&T fee to proceed. CCL paid the B&T fee on August 10, 2018, and also paid on that date the administrative penalty of $83 and a noncompliance fee of $0.75 . As directed by the Court, CCL amended its Complaint in a Second Amended Complaint filed in the CUP action on August 16, 2018. The Court indicated that the NOV case would likely be tried in conjunction with the CUP case, set for June 18, 2019, and that the cases would be coordinated. At this point, the Company is not able to determine the likelihood of any outcome in this matter. Florida Default Judgment On January 5, 2017, a state court in Miami, Florida entered a $10,000 final judgment (“Judgment”) against the Company’s subsidiary, Progressive Waste Solutions of FL, Inc. (“Progressive”), which is now known as Waste Connections of Florida, Inc. The Judgment was the result of a default against Progressive for failure to respond to or otherwise defend itself against a complaint filed on July 21, 2015, prior to the closing of the Progressive Waste acquisition. The Company and Progressive learned of the Judgment on March 6, 2018. On March 20, 2018, Progressive filed a motion to set aside judgment and requested that the trial court (1) allow the case to proceed on the merits, (2) stay any efforts to execute or collect on the Judgment, and (3) dissolve any and all writs of garnishment. The trial judge denied the motion on April 10, 2018. On May 2, 2018, Progressive filed an appeal of the April 10, 2018 order and posted a civil supersedeas bond to stop all efforts to collect on the Judgment pending the outcome of its appeal. The appeal was fully briefed and oral argument occurred on December 4, 2018. On December 19, 2018, the Third District Court of Appeal of Florida (the “appellate court”) affirmed the Judgment. On January 3, 2019, Progressive filed motions for rehearing, clarification, written opinion, and rehearing en banc, as well as a motion for certification. The appellate court denied those motions on January 23, 2019. Progressive continues to vigorously defend itself from the Judgment. Progressive is seeking further review from the Florida Supreme Court. On January 30, 2019, Progressive filed its Notice to Invoke Discretionary Jurisdiction of the Florida Supreme Court. Also on January 30, 2019, Progressive filed a motion in the appellate court to stay issuance of that court’s mandate pending review by the Florida Supreme Court to allow the stay on collection to remain in place. This motion remains pending. On February 7, 2019, Progressive filed its jurisdictional brief with the Florida Supreme Court. If the Florida Supreme Court accepts jurisdiction, it will set a briefing schedule on the merits, the timing of which is uncertain. In light of the appellate court’s affirmance, however, the Company has accrued $11,043 for the Judgment as of December 31, 2018. Town of Colonie, New York Landfill Expansion Litigation On April 16, 2014, the Town of Colonie filed an application (the “Application”) with the New York State Department of Environmental Conservation (“DEC”) to modify the Town’s then-current Solid Waste Management Facility Permit and for other related permits to authorize the development and operation of Area 7 of the Town of Colonie Landfill (the “Landfill”), which is located in Albany County, New York. DEC issued the requested permits on April 5, 2018 (the “Permits”). The Company’s subsidiary, Capital Region Landfills, Inc. (“CRL”), has been the sole operator of the Landfill since September 2011 pursuant to an operating agreement between CRL and the Town. On May 7, 2018, the Town of Halfmoon, New York, and five of its residents, commenced an Article 78 special proceeding in the Supreme Court of the State of New York, Saratoga County, against DEC, the Town, CRL, and the Company (the “Halfmoon Proceeding”). On that same date, the Town of Waterford, New York, and eleven of its residents, also commenced an Article 78 special proceeding in the Supreme Court of the State of New York, Saratoga County, against the same respondents (the “Waterford Proceeding”). On June 4, 2018, the Town and CRL filed Verified Answers, including motions to dismiss the petitions, and the Company separately moved to dismiss the petitions. The Waterford Petitioners stipulated to removing the Company as a respondent when they filed an Amended Verified Petition on June 15, 2018. The Halfmoon Petitioners served an Amended Verified Petition on July 5, 2018, retaining all originally-named parties, including the Company. The Petitioners alleged that, in granting the Permits, DEC failed to comply with the procedural and substantive requirements of New York’s Environmental Conservation Law and State Environmental Quality Review Act, and their implementing regulations. The Petitioners asked the court to: annul the Permits and invalidate DEC’s Findings Statement, enjoin the Town and CRL from taking any action authorized by the Permits, require an issues conference and possibly an adjudicatory hearing before DEC can re-consider the Town’s permit application; remand all regulatory issues to a DEC Administrative Law Judge; and award costs and disbursements. The Waterford Petitioners also requested reasonable attorneys’ fees. On July 13, 2018, the court granted a venue change motion filed by DEC, and ordered that the Halfmoon Proceeding and the Waterford Proceeding be transferred to the Supreme Court, Albany County. CRL’s opposition submissions, including its responsive pleadings, Memorandum of Law, and supporting Affidavits, were filed and served on or before July 25, 2018. On August 28, 2018, the Towns of Waterford and Halfmoon filed a motion seeking an order preliminarily enjoining during the pendency of the proceedings all activities relating to the expansion of the Landfill which are authorized by the Permits. On September 18, 2018, CRL and the Company filed and served Memoranda of Law in opposition to the preliminary injunction motion, with supporting Affidavits, and, on September 24, 2018, the Towns of Waterford and Halfmoon filed a Reply Memorandum of Law in further support of their injunctive motion. The court denied the Petitioners’ motion for preliminary injunction on November 30, 2018. On January 23, 2019, the court held that the Petitioners lacked standing to maintain the proceedings and dismissed both the Waterford and Halfmoon Amended Verified Petitions in their entirety. The Company and CRL will know by late February 2019, at the latest, whether any or all of the Petitioners intend to appeal the court’s decisions. Collective Bargaining Agreements Thirty of the Company’s collective bargaining agreements have expired or are set to expire in 2019. The Company does not expect any significant disruption in its overall business in 2019 as a result of labor negotiations, employee strikes or organizational efforts. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 11. SHAREHOLDERS’ EQUITY Share split On April 26, 2017, the Company announced that its Board of Directors approved a split of its common shares on a three-for-two basis, which was approved by its shareholders at the Company’s Annual and Special Meeting of Shareholders on May 23, 2017 . Shareholders of record on June 7, 2017 received from the Company’s transfer agent on June 16, 2017, one additional common share for every two common shares held. All share and per share amounts for all periods presented have been retroactively adjusted to reflect the share split. Cash Dividend The Board of Directors of Old Waste Connections authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In October 2018, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.02 , from $0.14 to $0.16 per Company common share. Cash dividends of $ 152,550 , $131,975 and $92,547 were paid during the years ended December 31, 2018, 2017 and 2016, respectively. Normal Course Issuer Bid On July 24, 2018, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, the annual renewal, of the Company’s normal course issuer bid (the “NCIB”) to purchase up to 13,174,976 of the Company’s common shares during the period of August 8, 2018 to August 7, 2019 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed the conclusion of the Company’s NCIB that expired August 7, 2018. The Company received Toronto Stock Exchange (the “TSX”) approval for its annual renewal of the NCIB on August 2, 2018. Under the NCIB, the Company may make share repurchases only in the open market, including on the NYSE, the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction. In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems is limited to a maximum of 71,114 common shares, which represents 25% of the average daily trading volume on the TSX of 284,459 common shares for the period from February 1, 2018 to July 31, 2018. The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit. The maximum number of shares that can be purchased per day on the NYSE will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including the Company’s capital structure, the market price of the common shares and overall market conditions. All common shares purchased under the NCIB shall be immediately cancelled following their repurchase. For the year ended December 31, 2018, the Company repurchased 831,704 common shares pursuant to its NCIB in effect during such period at an aggregate cost of $58,928 . For the year ended December 31, 2017, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period . For the year ended December 31, 2016, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period nor did Old Waste Connections repurchase shares of its common stock pursuant to its share repurchase program. As of December 31, 2018, the remaining maximum number of shares available for repurchase under the current NCIB was 12,937,746 . Common Shares Shares of Old Waste Connections common stock were converted into common shares of New Waste Connections, which do not have a stated par value; therefore, the portion of additional paid-in capital representing the amount of common shares issued above par for Old Waste Connections was reclassified into common shares of New Waste Connections during the year ended December 31, 2016. The Company is authorized to issue an unlimited number of common shares, and uses reserved but unissued common shares to satisfy its obligations under its equity-based compensation plans. As of December 31, 2018, the Company has reserved the following common shares for issuance: For outstanding RSUs, PSUs and warrants 2,052,234 For future grants under the 2016 Incentive Award Plan 6,033,454 8,085,688 Common Shares Held in Trust Common shares held in trust consist of shares of New Waste Connections held in a trust that were acquired by Progressive Waste prior to June 1, 2016 for the benefit of its U.S. and Canadian employees participating in certain share-based compensation plans. A total of 735,171 common shares were held in the trust on June 1, 2016 when it was acquired by the Company in the Progressive Waste acquisition. Common shares held in trust are classified as treasury shares in the Company’s Consolidated Balance Sheets. The Company will sell shares out of the trust and remit cash or shares to employees and non-employee directors as restricted share units vest and deferred share units settle, under the Progressive Waste share-based compensation plans that were continued by the Company. During the years ended December 31, 2018 and 2017 and during the period of June 1, 2016 to December 31, 2016, the Company sold 36,244 , 171,264 and 397,774 common shares held in the trust, respectively, to settle vested restricted share units and deferred share units. Special Shares The Company is authorized to issue an unlimited number of special shares. Holders of special shares are entitled to one vote in matters of the Company for each special share held. The special shares carry no right to receive dividends or to receive the remaining property or assets of the Company upon dissolution or wind-up. At December 31, 2018, 2017 and 2016, no special shares were issued. Preferred Shares The Company is authorized to issue an unlimited number of preferred shares, issuable in series. Each series of preferred shares issued shall have rights, privileges, restrictions and conditions as determined by the Board of Directors prior to their issuance. Preferred shareholders are not entitled to vote, but take preference over the common shareholders rights in the remaining property and assets of the Company in the event of dissolution or wind-up. At December 31, 2018, 2017 and 2016, no preferred shares were issued. Restricted Share Units, Performance-Based Restricted Share Units, Share Options and Share Purchase Warrants As a result of the Progressive Waste acquisition, each Old Waste Connections restricted stock unit award, deferred restricted stock unit award and warrant outstanding immediately prior to the Progressive Waste acquisition was automatically converted into a restricted share unit award, deferred restricted share unit award or warrant, as applicable, relating to an equal number of common shares of New Waste Connections, on the same terms and conditions as were applicable immediately prior to the Progressive Waste acquisition under such Old Waste Connections equity award. Such conversion of Old Waste Connections equity awards was approved by the Company’s shareholders at its shareholder meeting as part of the shareholders’ approval of the Progressive Waste acquisition. At its meeting on June 1, 2016, the Company’s Board of Directors approved the assumption by the Company of the Old Waste Connections 2014 Incentive Plan Award (the “2014 Plan”), the Old Waste Connections Third Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”), and the Old Waste Connections Consultant Incentive Plan (the “Consultant Plan,” and, together with the 2014 Plan and the 2004 Plan, the “Assumed Old Waste Connections Plans”) for the purposes of administering the Assumed Old Waste Connections Plans and the awards issued thereunder. No additional awards will be made under any of the Assumed Old Waste Connections Plans. Upon the vesting, expiration, exercise in accordance with their terms or other settlement of all of the awards made pursuant to an Assumed Old Waste Connections Plan, such Assumed Old Waste Connections Plan shall automatically terminate. Participation in the 2004 Plan was limited to employees, officers, directors and consultants. Restricted share units (“RSUs”) granted under the 2004 Plan generally vest in installments pursuant to a vesting schedule set forth in each agreement. Old Waste Connections’ Board of Directors authorized the granting of awards under the 2004 Plan, and determined the employees and consultants to whom such awards were to be granted, the number of shares subject to each award, and the exercise price, term, vesting schedule and other terms and conditions of each award. RSU awards granted under the plan did not require any cash payment from the participant to whom an award was made. No grants have been made under the 2004 Plan since May 16, 2014 pursuant to the approval by Old Waste Connections’ stockholders of the 2014 Plan on such date. The 2014 Plan also authorized the granting of RSUs, as well as performance awards payable in the form of the Company’s common shares or cash, including equity awards and incentive cash bonuses that may have been intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). Participation in the 2014 Plan was limited to employees and consultants of the Company and its subsidiaries and non-employee directors. The 2014 Plan is administered by the Company’s Board of Directors with respect to awards to non-employee directors and by its Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of the Company’s directors and/or officers, subject to certain limitations (collectively, the “administrator”). RSUs granted under the 2014 Plan generally vest in installments pursuant to a vesting schedule set forth in each award agreement. RSU awards under the 2014 plan do not require any cash payment from the participant to whom an award was made. The vesting of performance awards, including performance-based restricted share units (“PSUs”), was dependent on one or more performance criteria determined by the administrator on a specific date or dates or over any period or periods determined by the administrator. On June 1, 2016, the Company’s Board of Directors adopted the 2016 Incentive Award Plan (the “2016 Plan”), which was approved by Progressive Waste’s shareholders on May 26, 2016. On July 24, 2017, the Board of Directors approved certain housekeeping amendments to the 2016 Plan. The 2016 Plan, as amended, is administered by the Company’s Compensation Committee and provides that the aggregate number of common shares which may be issued from treasury pursuant to awards made under the 2016 Plan is 7,500,000 common shares. Awards under the 2016 Plan may be made to employees, consultants and non-employee directors and may be made in the form of options, warrants, restricted shares, restricted share units, performance awards (which may be paid in cash, common shares, or a combination thereof), dividend equivalent awards (representing a right of the holder thereof to receive the equivalent value (which may be paid in cash or common shares) of dividends paid on common shares), and share payments (a payment in the form of common shares or an option or other right to purchase common shares as part of a bonus, defined compensation or other arrangement). Non-employee directors are also eligible to receive deferred share units, which represent the right to receive a cash payment or its equivalent in common shares (or a combination of cash and common shares), or which may at the time of grant be expressly limited to settlement only in cash and not in common shares. Restricted Share Units A summary of the Company’s RSU activity is presented below: Years Ended December 31, 2018 2017 2016 Restricted share units granted 496,217 415,954 456,223 Weighted average grant-date fair value of restricted share units granted $ 69.22 $ 57.09 $ 38.38 Total fair value of restricted share units granted $ 34,348 $ 23,748 $ 17,510 Restricted share units becoming free of restrictions 486,885 571,258 646,761 Weighted average restriction period (in years) 3.5 3.8 3.9 A summary of activity related to RSUs during the year ended December 31, 2018, is presented below: Unvested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2017 1,042,014 $ 41.97 Granted 496,217 69.22 Forfeited (63,783) 55.88 Vested and issued (483,232) 38.68 Vested and deferred (3,653) 28.28 Outstanding at December 31, 2018 987,563 56.43 Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs. At December 31, 2018, 2017 and 2016, the Company had 264,374 , 351,570 and 365,694 vested deferred RSUs outstanding, respectively. Performance-Based Restricted Share Units A summary of the Company’s PSU activity is presented below: Years Ended December 31, 2018 2017 2016 PSUs granted 178,377 210,103 221,466 Weighted average grant-date fair value of PSUs granted $ 68.77 $ 56.55 $ 37.83 Total fair value of PSUs granted $ 12,266 $ 11,881 $ 8,379 PSUs becoming free of restrictions 154,181 122,786 184,440 Weighted average restriction period (in years) 3.6 3.6 4.0 A summary of activity related to PSUs during the year ended December 31, 2018, is presented below: Unvested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2017 514,461 $ 43.42 Granted 178,377 68.77 Forfeited (6,571) 63.38 Vested and Issued (154,181) 38.18 Outstanding at December 31, 2018 532,086 53.43 During the year ended December 31, 2018, the Company’s Compensation Committee granted PSUs with three -year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2020. During the same period, the Company’s Compensation Committee also granted PSUs with a one -year performance-based metric that the Company must meet before those awards may be earned, with the awards then subject to time-based vesting for the remaining three years of their four -year vesting period. During the year ended December 31, 2017, the Company’s Compensation Committee granted PSUs with three -year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2019. During the same period, the Company’s Compensation Committee also granted PSUs with a one -year performance-based metric that the Company must meet before those awards may be earned, with the awards then subject to time-based vesting for the remaining three years of their four -year vesting period. During the year ended December 31, 2016, Old Waste Connections’ Compensation Committee granted PSUs to the Company’s executive officers and non-executive officers with a one -year performance-based metric that the Company was required to meet before those awards were earned, with the awards then subject to time-based vesting for the remaining three years of their four -year vesting period. The Compensation Committee determines the achievement of performance results and corresponding vesting of PSUs for each performance period. Share Purchase Warrants The Company has outstanding share purchase warrants issued under the 2014 Plan and the 2016 Plan. Warrants to purchase the Company’s common shares were issued to certain consultants to the Company. Warrants issued were fully vested and exercisable at the date of grant. Warrants outstanding at December 31, 2018, expire between 2019 and 2023 . A summary of warrant activity during the year ended December 31, 2018, is presented below: Warrants Weighted-Average Exercise Price Outstanding at December 31, 2017 137,906 $ 42.43 Granted 163,995 75.62 Forfeited (16,119) 36.45 Exercised (17,571) 36.30 Outstanding at December 31, 2018 268,211 63.49 The following table summarizes information about warrants outstanding as of December 31, 2018 and 2017: Warrants Fair Value of Warrants Outstanding at December 31, Grant Date Issued Exercise Price Issued 2018 2017 Throughout 2014 75,604 $30.41 to $32.71 276 15,416 17,521 Throughout 2015 136,768 $28.30 to $36.32 1,333 45,978 75,978 Throughout 2016 15,666 $42.22 to $51.55 189 7,440 9,025 Throughout 2017 35,382 $53.65 to $69.96 595 35,382 35,382 Throughout 2018 163,995 $70.91 to $80.90 2,591 163,995 - 268,211 137,906 Deferred Share Units A summary of the Company’s deferred share units (“DSUs”) activity is presented below: Years Ended December 31, 2018 2017 2016 DSUs granted 4,038 4,722 786 Weighted average grant-date fair value of DSUs granted $ 70.47 $ 57.65 $ 47.46 Total fair value of DSUs granted $ 285 $ 272 $ 37 The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition. A summary of activity related to DSUs during the year ended December 31, 2018, is presented below: Vested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2017 13,138 $ 41.40 Granted 4,038 70.47 Outstanding at December 31, 2018 17,176 48.24 Other Restricted Share Units RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. A summary of activity related to Progressive Waste RSUs during the year ended December 31, 2018, is presented below: Outstanding at December 31, 2017 158,510 Cash settled (33,816) Forfeited (2,435) Outstanding at December 31, 2018 122,259 A summary of vesting activity related to Progressive Waste RSUs during the year ended December 31, 2018, is presented below: Vested at December 31, 2017 138,054 Vested over remaining service period 18,350 Cash settled (33,816) Forfeited (2,435) Vested at December 31, 2018 120,153 No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. Other Performance-Based Restricted Share Units PSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for cash settlement only to employees upon vesting based on achieving target results. A summary of activity related to Progressive Waste PSUs during the year ended December 31, 2018, is presented below: Outstanding at December 31, 2017 55,602 Cash settled, net of notional dividend (30,902) Forfeited (1,909) Outstanding at December 31, 2018 22,791 A summary of vesting activity related to Progressive Waste PSUs during the year ended December 31, 2018, is presented below: Vested at December 31, 2017 28,407 Vested over remaining service period 27,195 Cash settled, net of notional dividend (30,902) Forfeited (1,909) Vested at December 31, 2018 22,791 No PSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All outstanding PSUs were vested as of December 31, 2018. Share Based Options Share based options outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. A summary of activity related to Progressive Waste share based options during the year ended December 31, 2018, is presented below: Outstanding at December 31, 2017 236,616 Cash settled (71,460) Outstanding at December 31, 2018 165,156 No share based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All outstanding share based options were vested as of December 31, 2017. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2018 | |
Other Comprehensive Income (Loss) [Abstract] | |
Other Comprehensive Income (Loss) | 12. OTHER COMPREHENSIVE INCOME (LOSS) Other comprehensive income (loss) includes changes in the fair value of interest rate swaps and fuel hedges that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the years ended December 31, 2018, 2017 and 2016, are as follows: Year Ended December 31, 2018 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ (5,669) $ 1,502 $ (4,167) Fuel hedge amounts reclassified into cost of operations (6,531) 1,627 (4,904) Changes in fair value of interest rate swaps (1,213) 321 (892) Changes in fair value of fuel hedge 2,651 (654) 1,997 Foreign currency translation adjustment (175,233) - (175,233) $ (185,995) $ 2,796 $ (183,199) Year Ended December 31, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 2,805 $ (743) $ 2,062 Fuel hedge amounts reclassified into cost of operations 2,818 (706) 2,112 Changes in fair value of interest rate swaps 7,835 (4,040) 3,795 Changes in fair value of fuel hedges 1,326 (367) 959 Foreign currency translation adjustment 142,486 - 142,486 $ 157,270 $ (5,856) $ 151,414 Year Ended December 31, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 6,654 $ (1,715) $ 4,939 Fuel hedge amounts reclassified into cost of operations 5,832 (2,225) 3,607 Changes in fair value of interest rate swaps 11,431 (2,239) 9,192 Changes in fair value of fuel hedges 3,804 (1,441) 2,363 Foreign currency translation adjustment (50,931) - (50,931) $ (23,210) $ (7,620) $ (30,830) A roll forward of the amounts included in AOCIL, net of taxes, is as follows: Fuel Hedges Interest Rate Swaps Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2016 $ (164) $ 8,094 $ (50,931) $ (43,001) Amounts reclassified into earnings 2,112 2,062 - 4,174 Changes in fair value 959 3,795 - 4,754 Foreign currency translation adjustment - - 142,486 142,486 Balance at December 31, 2017 2,907 13,951 91,555 108,413 Amounts reclassified into earnings (4,904) (4,167) - (9,071) Changes in fair value 1,997 (892) - 1,105 Foreign currency translation adjustment - - (175,233) (175,233) Balance at December 31, 2018 $ - $ 8,892 $ (83,678) $ (74,786) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 13. INCOME TAXES The Company’s operations are conducted through its various subsidiaries in countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Income before provision for income taxes consists of the following: Years Ended December 31, 2018 2017 2016 U.S. $ 491,506 $ 301,962 $ 243,955 Non – U.S. 215,634 206,548 117,410 Income before income taxes $ 707,140 $ 508,510 $ 361,365 The provision (benefit) for income taxes for the years ended December 31, 2018, 2017 and 2016, consists of the following: Years Ended December 31, 2018 2017 2016 Current: U.S. Federal $ 37,419 $ 45,089 $ 46,735 State 27,057 19,848 14,692 Non – U.S. 17,651 18,537 10,307 82,127 83,474 71,734 Deferred: U.S. Federal 85,926 (203,131) 47,403 State 1,991 7,534 3,536 Non – U.S. (10,058) 43,213 (8,629) 77,859 (152,384) 42,310 Provision (benefit) for income taxes $ 159,986 $ (68,910) $ 114,044 The Company is organized under the laws of Ontario, Canada; however, since the proportion of U.S. revenues, assets, operating income and associated tax provisions is significantly greater than any other single taxing jurisdiction within the worldwide group, the reconciliation of the differences between the Company’s income tax provision (benefit) as presented in the accompanying Consolidated Statements of Net Income and income tax provision (benefit) computed at the federal statutory rate is presented on the basis of the U.S. federal statutory income tax rate of 21% for the year ended December 31, 2018 and 35% for the years ending December 31, 2017 and 2016, as opposed to the Canadian statutory rate of approximately 27% to provide a more meaningful insight into those differences. The items shown in the following table are a percentage of pre-tax income: Years Ended December 31, 2018 2017 2016 U.S. federal statutory rate 21.0% 35.0% 35.0% State taxes, net of federal benefit 4.4 4.1 3.9 Deferred income tax liability adjustments (0.2) 0.5 0.6 Effect of international operations (3.9) (14.6) (10.9) Progressive Waste acquisition - - 2.3 Enactment of the Tax Act - (53.1) - Deferred tax on undistributed earnings 0.9 12.3 - Goodwill impairment - 2.1 - Other 0.4 0.1 0.7 22.6% (13.6%) 31.6% The comparability of the Company’s income tax provision (benefit) for the reported periods has been affected by variations in its income before income taxes. The effects of international operations are primarily due to the Company’s non-U.S. income being taxed at rates substantially lower than the U.S. federal statutory rate for the years ended December 31, 2017 and 2016, as well as a portion of the Company’s income from internal financing that is taxed at effective rates substantially lower than the U.S. federal statutory rate for each of the years presented. Further, for the year ended December 31, 2018, the restructuring of the Company’s internal refinancing in conjunction with the Tax Act resulted in an increase to tax expense of $5,572 . Additionally, a reduction in the Company’s deferred income tax liabilities due to state legislation enacted in the current year and changes in the Company’s geographical apportionment due to acquisition activity resulted in a tax benefit of $3,057 . During the year ended December 31, 2017, in conjunction with the Tax Act, the Company recorded a provisional deferred income tax expense of $62,350 associated with a portion of its U.S. earnings no longer permanently reinvested. During the year ended December 31, 2018, the Company recorded a deferred income tax expense of $6,429 associated with refinements to the prior year estimate as a measurement period adjustment pursuant to Staff Accounting Bulletin No. 118. This resulted in total deferred income tax expense of $68,779 which has now been considered to be complete. During the year ended December 31, 2017, as a result of the enactment of the Tax Act, the Company recorded a net deferred income tax benefit of $269,804 primarily due to the reduction of the corporate income tax rate effective for tax years beginning in 2018. Additionally, the goodwill impairment within the E&P segment and disposal of goodwill from the divesture of certain operations, resulted in the write off of goodwill that was not deductible for tax purposes resulting in an increase to tax expense of $11,825 . During the year ended December 31, 2016, non-deductible expenses incurred in connection with the Progressive Waste acquisition resulted in an increase to tax expense of $9,048 . The significant components of deferred income tax assets and liabilities, reduced by valuation allowances as applicable, as of December 31, 2018 and 2017 are presented below. 2018 2017 Deferred income tax assets: Accrued expenses $ 26,128 $ 17,108 Compensation 19,830 19,157 Contingent liabilities 14,043 11,826 Finance costs 2,329 5,132 Tax credits and loss carryforwards 20,438 23,374 Other - 7,295 Gross deferred income tax assets 82,768 83,892 Less: Valuation allowance - - Total deferred income tax assets 82,768 83,892 Deferred income tax liabilities: Goodwill and other intangibles (283,671) (273,408) Property and equipment (461,071) (414,904) Landfill closure/post-closure (8,892) (7,758) Prepaid expenses (11,581) (9,912) Interest rate and fuel hedges (3,206) (6,001) Investment in subsidiaries (69,383) (62,676) Other (4,997) - Total deferred income tax liabilities (842,801) (774,659) Net deferred income tax liability $ (760,033) $ (690,767) The Company has $30,763 of Canadian tax loss carryforwards with a 20-year carryforward period which will begin to expire in 2029, as well as various state tax losses with carryforward periods up to 20 years. As of December 31, 2018, the Company had undistributed earnings of approximately $2,136,422 for which income taxes have not been provided on permanently reinvested earnings of approximately $961,422 . Additionally, the Company has not recorded deferred taxes on the amount of financial reporting basis in excess of tax basis of approximately $303,470 attributable to the Company’s non-U.S. subsidiaries which are permanently reinvested. It is not practical to estimate the additional tax that may become payable upon the eventual repatriation of these amounts; however, the tax impacts could result in a material increase to the Company’s effective tax rate. The Company and its subsidiaries are subject to U.S. federal and Canadian income tax, which are its principle operating jurisdictions. The Company has concluded all U.S. federal income tax matters for years through 2014, except for the Progressive Waste U.S. federal income tax jurisdiction, which remains open for years subsequent to 2007. Additionally, the Company has concluded all Canadian income tax matters for years through 2013. The Company did not have any unrecognized tax benefits recorded at December 31, 2018, 2017 or 2016. The Company does not anticipate the total amount of unrecognized tax benefits will significantly change by December 31, 2019. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. SEGMENT REPORTING The Company’s revenues are generated from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented. The Company manages its operations through five geographic operating segments and its E&P segment, which includes the majority of the Company’s E&P waste treatment and disposal operations. The Company’s five geographic operating segments and its E&P segment comprise the Company’s reportable segments . Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. In the third quarter of 2017, the Company moved a district from the Eastern segment to the Canada segment as a significant amount of its revenues are received from Canadian-based customers. The segment information presented herein reflects the realignment of this district. Under the current orientation, the Company’s Southern segment services customers located in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas; the Company’s Eastern segment services customers located in Illinois, Iowa, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, eastern Tennessee, Vermont, Virginia and Wisconsin; the Company’s Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; the Company’s Canada segment services customers located in the state of Michigan and in the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan; and the Company’s Central segment services customers located in Arizona, Colorado, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming. The E&P segment services E&P customers located in Arkansas, Louisiana, New Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico. The Company’s Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. The Company defines segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, other income (expense) and foreign currency transaction gain (loss). Segment EBITDA is not a measure of operating income, operating performance or liquidity under generally accepted accounting principles and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments. A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 14. Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2018, 2017 and 2016, is shown in the following tables: Year Ended December 31, 2018 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Depreciation and Amortization Capital Expenditures Total Assets (e) Southern $ 1,273,033 $ (150,485) $ 1,122,548 $ 276,791 $ 153,923 $ 97,442 $ 2,892,994 Eastern 1,314,852 (224,833) 1,090,019 299,162 167,914 137,335 2,688,341 Western 1,170,382 (126,454) 1,043,928 318,401 95,400 125,112 1,596,129 Canada 823,989 (96,776) 727,213 261,233 124,155 66,319 2,412,971 Central 797,491 (103,966) 693,525 255,648 87,802 90,525 1,491,301 E&P 253,083 (7,375) 245,708 129,825 44,175 25,937 969,808 Corporate (a), (d) - - - (8,211) 7,118 3,475 575,785 $ 5,632,830 $ (709,889) $ 4,922,941 $ 1,532,849 $ 680,487 $ 546,145 $ 12,627,329 Year Ended December 31, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Depreciation and Amortization Capital Expenditures Total Assets (e) Southern $ 1,262,147 $ (146,283) $ 1,115,864 $ 258,560 $ 151,417 $ 117,441 $ 2,718,296 Eastern 1,137,608 (178,394) 959,214 273,942 136,998 101,569 2,024,527 Western 1,127,146 (119,916) 1,007,230 323,648 95,724 100,000 1,573,955 Canada 828,755 (99,978) 728,777 264,693 121,174 62,690 2,677,557 Central 716,655 (88,488) 628,167 237,136 78,199 78,000 1,297,118 E&P 199,063 (7,827) 191,236 90,597 42,500 12,274 981,980 Corporate (a), (d) - - - (32,501) 6,472 7,313 741,248 $ 5,271,374 $ (640,886) $ 4,630,488 $ 1,416,075 $ 632,484 $ 479,287 $ 12,014,681 Year Ended December 31, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Depreciation and Amortization Capital Expenditures Total Assets (e) Southern $ 809,926 $ (96,545) $ 713,381 $ 163,320 $ 99,323 $ 64,624 $ 2,869,841 Eastern 741,283 (114,639) 626,644 189,220 88,748 77,478 1,519,576 Western 1,051,637 (116,318) 935,319 315,708 89,198 86,200 1,516,870 Canada 476,585 (58,716) 417,869 153,446 71,228 25,380 2,554,324 Central 634,393 (72,852) 561,541 208,930 70,027 71,888 1,302,900 E&P 132,504 (11,395) 121,109 32,479 41,215 10,178 1,068,086 Corporate (a), (d) - - - (119,215) 4,173 8,975 272,328 $ 3,846,328 $ (470,465) $ 3,375,863 $ 943,888 $ 463,912 $ 344,723 $ 11,103,925 ____________________ (a) Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions. Amounts reflected are net of allocations to the six operating segments. For the year ended December 31, 2016, amounts also include costs associated with the Progressive Waste acquisition, including direct acquisition expenses, severance-related expenses, excise taxes, share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 and incentive compensation expenses based on the achievement of acquisition synergy goals. For the years ended December 31, 2017 and 2018, amounts also include Progressive Waste integration-related expenses, direct acquisition expenses and share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 . (b) Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. (c) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Note 1. (d) Corporate assets include cash, net deferred tax assets, debt issuance costs, equity investments, and corporate facility leasehold improvements and equipment. (e) Goodwill is included within total assets for each of the Company’s six operating segments. The following table shows changes in goodwill during the years ended December 31, 2017 and 2018, by reportable segment: Southern Eastern Western Canada Central E&P Total Balance as of December 31, 2016 $ 1,470,023 $ 533,160 $ 376,537 $ 1,465,274 $ 467,924 $ 77,343 $ 4,390,261 Goodwill acquired 7,510 275,006 20,971 7,127 1,018 - 311,632 Goodwill divested (32,338) (4,354) - - (667) - (37,359) Impairment loss - - - - - (77,343) (77,343) Goodwill adjustment for assets sold 2,205 321 - - - - 2,526 Goodwill adjustment for assets held for sale (11,080) - - - - - (11,080) Impact of changes in foreign currency - - - 103,137 - - 103,137 Balance as of December 31, 2017 1,436,320 804,133 397,508 1,575,538 468,275 - 4,681,774 Goodwill acquired 71,109 339,222 666 153 55,291 - 466,441 Goodwill adjustment for assets sold 10,181 - - - - - 10,181 Impact of changes in foreign currency - - - (126,711) - - (126,711) Balance as of December 31, 2018 $ 1,517,610 $ 1,143,355 $ 398,174 $ 1,448,980 $ 523,566 $ - $ 5,031,685 Property and equipment, net relating to operations in the United States and Canada are as follows: December 31, 2018 2017 United States $ 4,516,966 $ 4,082,124 Canada 652,030 738,810 Total $ 5,168,996 $ 4,820,934 A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Consolidated Statements of Net Income is as follows: Years ended December 31, 2018 2017 2016 Southern segment EBITDA $ 276,791 $ 258,560 $ 163,320 Eastern segment EBITDA 299,162 273,942 189,220 Western segment EBITDA 318,401 323,648 315,708 Canada segment EBITDA 261,233 264,693 153,446 Central segment EBITDA 255,648 237,136 208,930 E&P segment EBITDA 129,825 90,597 32,479 Subtotal reportable segments 1,541,060 1,448,576 1,063,103 Unallocated corporate overhead (8,211) (32,501) (119,215) Depreciation (572,708) (530,187) (393,600) Amortization of intangibles (107,779) (102,297) (70,312) Impairments and other operating items (20,118) (156,493) (27,678) Interest expense (132,104) (125,297) (92,709) Interest income 7,170 5,173 602 Other income, net 1,263 3,736 53 Foreign currency transaction gain (loss) (1,433) (2,200) 1,121 Income before income tax provision $ 707,140 $ 508,510 $ 361,365 |
Net Income Per Share Informatio
Net Income Per Share Information | 12 Months Ended |
Dec. 31, 2018 | |
Net Income Per Share Information [Abstract] | |
Net Income Per Share Information | 15. NET INCOME PER SHARE INFORMATION The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the years ended December 31, 2018, 2017 and 2016: Years Ended December 31, 2018 2017 2016 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 546,871 $ 576,817 $ 246,540 Denominator: Basic shares outstanding 263,650,155 263,682,608 230,325,012 Dilutive effect of equity-based awards 745,463 619,803 756,484 Diluted shares outstanding 264,395,618 264,302,411 231,081,496 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 16. EMPLOYEE BENEFIT PLANS Retirement Savings Plans: Waste Connections and certain of its subsidiaries have voluntary retirement savings plans in Canada (the “RSPs”). RSPs are available to all eligible Canadian employees of Waste Connections and its subsidiaries. For eligible Canadian employees, Waste Connections and its subsidiaries make a contribution to a deferred profit sharing plan of 3% of the employee’s eligible compensation, subject to certain limitations imposed by the Income Tax Act (Canada). Certain of Waste Connections’ subsidiaries also have voluntary savings and investment plans in the U.S. (the “401(k) Plans”). The 401(k) Plans are available to all eligible U.S. employees of Waste Connections and its subsidiaries. Waste Connections and its subsidiaries make matching contributions under the 401(k) Plans of 50% to 100% of every dollar of a participating employee’s pre-tax contributions until the employee’s contributions equal 6% of the employee’s eligible compensation, subject to certain limitations imposed by the U.S. Internal Revenue Code. Total employer expenses, including employer contributions and employer matching contributions, for the RSPs and 401(k) Plans were $ 12,055 , $14,703 and $10,420 , respectively, during the years ended December 31, 2018, 2017 and 2016. These amounts include matching contributions Waste Connections made under the Deferred Compensation Plan, described below. Multiemployer Pension Plans: The Company also participates in 11 “multiemployer” pension plans. The Company does not administer these multiemployer plans. In general, these plans are managed by the trustees, with the unions appointing certain trustees, and other contributing employers of the plan appointing certain others. The Company is generally not represented on the board of trustees. The Company makes periodic contributions to these plans pursuant to its collective bargaining agreements. The Company’s participation in multiemployer pension plans is summarized as follows: EIN/Pension Plan Pension Protection Act Zone Status (a) Company Contributions Expiration Date of Plan Name Number/ Registration Number 2018 2017 FIP/RP Status (a),(b) 2018 2017 2016 Collective Bargaining Agreement Western Conference of Teamsters Pension Trust 91-6145047 - 001 Green Green Not applicable $ 4,399 $ 4,191 $ 3,420 12/31/2018 to 9/30/2021 Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan 91-6028571 - 001 Green Green Not applicable 284 275 252 9/30/2019 International Union of Operating Engineers Pension Trust 85512-1 Green as of 4/30/2017 Green as of 9/30/2015 Not applicable 224 219 120 3/31/2020 to 3/31/2021 Multi-Sector Pension Plan 1085653 Green Green Not applicable 191 228 112 12/31/2018 Local 813 Pension Trust Fund 13-1975659 - 001 Critical Critical Implemented 165 158 86 11/30/2019 Midwest Operating Engineers Pension Plan 36-6140097 - 001 Yellow for the plan year ended 3/31/17 Yellow as of 4/1/2016 Implemented 289 207 11 10/31/2020 Suburban Teamsters of Northern Illinois Pension Fund 36-6155778 - 001 Yellow Yellow Implemented 1,569 877 - 1/31/2019 to 2/28/2019 Teamster Local 301 Pension Fund 36-6492992 - 001 Green Green Not applicable 581 489 - 9/30/2018 Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund 36-6042061 - 001 Yellow Yellow Implemented 484 837 - 12/31/2018 IAM National Pension Fund 51-6031295 - 002 Green Green Not applicable 240 215 - 12/31/2018 Local 731, I.B. of T., Private Scavengers and Garage Attendants Pension Trust Fund 36-6513567 - 001 Green as of 10/1/2016 Green as of 10/1/2015 Not applicable 4,600 4,342 - 9/30/2018 $ 13,026 $ 12,038 $ 4,001 ______________________ (a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2018 and 2017 is for the plans’ years ended December 31, 2017 and 2016 , respectively. (b) The “FIP/RP Status” column indicates plans for which a Funding Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) has been implemented. (c) A multiemployer defined benefit pension plan that has been certified as endangered, seriously endangered or critical may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter, until certain conditions are met. The Company was not required to pay a surcharge to these plans during the years ended December 31, 2018 and 2017. The status is based on information that the Company received from the pension plans and is certified by the pension plans’ actuary. Plans with “green” status are at least 80% funded. Plans with “yellow” status are less than 80% funded. Plans with “critical” status are less than 65% funded. The Company’s contributions to each individual multiemployer pension plan represent less than 5% of total contributions to such plan. Under current law regarding multiemployer benefit plans, a plan’s termination, the Company’s voluntary withdrawal, or the withdrawal of all contributing employers from any under-funded multiemployer pension plan would require the Company to make payments to the plan for its proportionate share of the multiemployer plan’s unfunded vested liabilities. The Company could have adjustments to its estimates for these matters in the near term that could have a material effect on its consolidated financial condition, results of operations or cash flows. Deferred Compensation Plan: Effective for compensation paid on and after July 1, 2004, Old Waste Connections established a Deferred Compensation Plan for eligible employees, which was amended and restated effective January 1, 2008, January 1, 2010, September 22, 2011 and December 1, 2014, and as further amended on July 6, 2016 and October 25, 2017 (as amended to date, the “Deferred Compensation Plan”). The Deferred Compensation Plan was assumed by the Company on June 1, 2016. The Deferred Compensation Plan is a non-qualified deferred compensation program under which the eligible participants, including officers and certain employees who meet a minimum salary threshold, may voluntarily elect to defer up to 80% of their base salaries and up to 100% of their bonuses, commissions and restricted share unit grants. Effective as of December 1, 2014, Old Waste Connections’ Board of Directors determined to discontinue the option to allow eligible participants to defer restricted share unit grants pursuant to the Deferred Compensation Plan. Members of the Company’s Board of Directors are eligible to participate in the Deferred Compensation Plan with respect to their director fees. Although the Company periodically contributes the amount of its obligation under the plan to a trust for the benefit of the participants, the amounts of any compensation deferred under the Deferred Compensation Plan constitute an unsecured obligation of the Company to pay the participants in the future and, as such, are subject to the claims of other creditors in the event of insolvency proceedings. Participants may elect certain future distribution dates on which all or a portion of their accounts will be paid to them, including in the case of a change in control of the Company. Their accounts will be distributed to them in cash, except for amounts credited with respect to deferred restricted share unit grants, which will be distributed in the Company’s common shares pursuant to the 2014 Plan or the 2004 Plan. In addition to the amount of participants’ contributions, the Company will pay participants an amount reflecting a deemed return based on the returns of various mutual funds or measurement funds selected by the participants, except in the case of restricted share units that were deferred and not subsequently exchanged into a measurement fund pursuant to the terms of the Deferred Compensation Plan, which will be credited to their accounts as Company common shares. The measurement funds are used only to determine the amount of return the Company pays to participants and participant funds are not actually invested in the measurement fund, nor are any Company common shares acquired under the Deferred Compensation Plan. During each of the three years ended December 31, 2018, 2017 and 2016, the Company also made matching contributions to the Deferred Compensation Plan of 50% of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equaled 6% of the employee’s eligible compensation, less the amount of any match the Company made on behalf of the employee under the Waste Connections 401(k) Plan, and subject to certain deferral limitations imposed by the U.S. Internal Revenue Code on 401(k) plans, except that the Company’s matching contributions under the Deferred Compensation Plan were 100% vested when made. The Company’s total liability for deferred compensation at December 31, 2018 and 2017 was $ 32,024 and $25,992 , respectively, which was recorded in Other long-term liabilities in the Consolidated Balance Sheets. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Data [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following table summarizes the Company’s unaudited consolidated quarterly results of operations for 2018: First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 1,140,131 $ 1,239,968 $ 1,281,110 $ 1,261,732 Operating income 188,707 210,688 232,869 199,980 Net income 125,032 138,814 150,766 132,543 Net income attributable to Waste Connections 124,869 138,682 150,843 132,478 Basic income per common share attributable to Waste Connections’ common shareholders 0.47 0.53 0.57 0.50 Diluted income per common share attributable to Waste Connections’ common shareholders 0.47 0.52 0.57 0.50 During the third quarter of 2018, the Company reversed $6,257 of expenses recognized in prior periods to adjust the carrying cost of assets held for disposal to fair market value due to modifications to its divestiture plan and changes in the fair market value of the divested operations. During the third quarter of 2018, the Company also recorded $5,005 in equity-based compensation expenses associated with adjusting common shares of Waste Connections, Inc. held in the Company’s deferred compensation plan by certain key executives to fair value as a result of the shares being exchanged for other investment options. During the fourth quarter of 2018, the Company recorded $11,043 for the potential settlement of a final judgment obtained against Progressive Waste Solutions of FL, Inc., now known as Waste Connections of Florida, Inc. The following table summarizes the Company’s unaudited consolidated quarterly results of operations for 2017: First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 1,091,266 $ 1,175,569 $ 1,206,478 $ 1,157,175 Operating income (loss) 26,404 206,910 218,770 175,014 Net income (loss) 15,020 123,887 123,410 315,128 Net income (loss) attributable to Waste Connections 14,874 123,656 123,227 315,086 Basic income (loss) per common share attributable to Waste Connections’ common shareholders 0.06 0.47 0.47 1.20 Diluted income (loss) per common share attributable to Waste Connections’ common shareholders 0.06 0.47 0.47 1.19 During the first quarter of 2017, the Company recorded a goodwill impairment charge of $77,343 at its E&P segment resulting from the Company’s early adoption of a new accounting standard on January 1, 2017 which required the recognition of goodwill impairment by the amount which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. During the first quarter of 2017, the Company also recorded $53,471 to adjust the carrying cost of assets held for disposal to fair market value and $11,313 to increase the fair value of an amount payable under a liability-classified contingent consideration arrangement from an acquisition closed in 2015 by Progressive Waste. During the fourth quarter of 2017, the Company recorded a $269,804 income tax benefit primarily resulting from the reduction to the corporate income tax rate due to the enactment of the Tax Act, a $62,350 income tax expense due to a portion of its U.S. earnings no longer permanently reinvested and an $11,038 impairment charge for landfill development costs capitalized in prior years associated with a project to develop a new landfill in its Central segment that the Company is no longer pursuing. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS In January 2019, the Company gave notice to redeem its LeMay Washington Bond with a remaining principal balance of $15,930 . The principal and accrued interest on this bond will be paid on March 6, 2019. On February 13, 2019 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.16 per Company common share. The dividend will be paid on March 15, 2019 , to shareholders of record on the close of business on March 1, 2019 . |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | WASTE CONNECTIONS, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2018, 2017 and 2016 (in thousands of U.S. dollars) Additions Deductions Description Balance at Beginning of Year Charged to Costs and Expenses Charged to Other Accounts (Write-offs, Net of Collections) Balance at End of Year Allowance for Doubtful Accounts: Year Ended December 31, 2018 $ 17,154 $ 13,814 $ - $ (14,208) $ 16,760 Year Ended December 31, 2017 13,160 14,363 - (10,369) 17,154 Year Ended December 31, 2016 7,738 13,980 - (8,558) 13,160 |
Organization, Business and Su_2
Organization, Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Business and Summary of Significant Accounting Policies [Abstract] | |
Organization and Business | Organization and Business On June 1, 2016, pursuant to the terms of the Agreement and Plan of Merger dated as of January 18, 2016 (the “Merger Agreement”), Water Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and a wholly-owned subsidiary of Progressive Waste Solutions Ltd., merged with and into Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“Old Waste Connections”) with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.), a corporation organized under the laws of Ontario, Canada (the “Progressive Waste acquisition”). Following the closing of the transaction, Old Waste Connections’ common stock was delisted from the New York Stock Exchange (“NYSE”) and deregistered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Merger Agreement, Old Waste Connections’ stockholders received common shares of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.) in exchange for their shares of common stock of Old Waste Connections. Old Waste Connections was incorporated in Delaware on September 9, 1997, and commenced its operations on October 1, 1997, through the purchase of certain solid waste operations in the state of Washington. The Company (as defined below) is an integrated solid waste services company that provides non-hazardous waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the U.S. and Canada. Through its R360 Environmental Solutions subsidiary, the Company is also a leading provider of non-hazardous exploration and production (“E&P”) waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the U.S. The Company also provides intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. |
Basis of Presentation | Basis of Presentation As further discussed in Note 3 – “Acquisitions,” the Progressive Waste acquisition was accounted for as a reverse merger using the acquisition method of accounting. Old Waste Connections has been identified as the acquirer for accounting purposes and the acquisition method of accounting has been applied. The term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016. The accompanying consolidated financial statements relating to Waste Connections, Inc. (together with its subsidiaries, “New Waste Connections,” “Waste Connections” or the “Company”) include the accounts of the Company and its wholly-owned and majority-owned subsidiaries for the years ended December 31, 2018 and 2017. The accompanying consolidated financial statements of the Company are the historical financial statements of Old Waste Connections, together with its subsidiaries, for the year ended December 31, 2016, with the inclusion on June 1, 2016 of the fair value of the assets and liabilities acquired from Progressive Waste and the inclusion of the results of operations from the acquired Progressive Waste operations commencing on June 1, 2016. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reporting Currency | Reporting Currency The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States, is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at purchase to be cash equivalents. As of December 31, 2018 and 2017, cash equivalents consisted of demand money market accounts. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and equivalents, restricted cash, restricted investments and accounts receivable. The Company maintains cash and equivalents with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions. The Company’s restricted cash and restricted investments are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company has not experienced any losses related to its cash and equivalents, restricted cash or restricted investment accounts. The Company generally does not require collateral on its trade receivables. Credit risk on accounts receivable is minimized as a result of the large and diverse nature of the Company’s customer base. The Company maintains allowances for losses based on the expected collectability of accounts receivable. |
Revenue Recognition | The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, non-hazardous exploration and production (“E&P”) waste treatment, recovery and disposal services and intermodal services. The following table disaggregates the Company’s revenues by service line for the periods indicated: Years Ended December 31, 2018 2017 2016 Commercial $ 1,452,831 $ 1,343,590 $ 969,619 Residential 1,189,148 1,130,842 874,228 Industrial and construction roll off 768,687 707,015 515,966 Total collection 3,410,666 3,181,447 2,359,813 Landfill 1,063,243 988,092 759,586 Transfer 670,129 589,883 395,824 Recycling 92,634 161,730 92,456 E&P 256,262 203,473 132,286 Intermodal and other 139,896 146,749 106,363 Intercompany (709,889) (640,886) (470,465) Total $ 4,922,941 $ 4,630,488 $ 3,375,863 The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided. See Note 14 for additional information regarding revenue by reportable segment. Revenue by Service Line Solid Waste Collection The Company’s solid waste collection business involves the collection of waste from residential, commercial and industrial customers for transport to transfer stations, or directly to landfills or recycling centers. Solid waste collection services include both recurring and temporary customer relationships. The services are performed under service agreements, municipal contracts or franchise agreements with governmental entities. Existing franchise agreements and most of the existing municipal contracts give the Company the exclusive right to provide specified waste services in the specified territory during the contract term. These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one to three years in duration, although some exclusive franchises are for significantly longer periods. Residential collection services are also provided on a subscription basis with individual households. The fees received for collection services are based primarily on the market, collection frequency and level of service , route density , type and volume or weight of the waste collected, type of equipment and containers furnished, the distance to the disposal or processing facility , the cost of disposal or processing, and prices charged by competitors for similar services . In general, residential collection fees are billed monthly or quarterly in advance. Substantially all of the deferred revenue recognized as of September 30, 2018 was recognized as revenue during the three months ended December 31, 2018 when the service was performed. Commercial customers are typically billed on a monthly basis based on the nature of the services provided during the period. Revenue recognized under these agreements is variable in nature based on the number of residential homes or businesses serviced during the period, the frequency of collection and the volume of waste collected. In addition, certain contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index which are unknown at contract inception . Solid waste collection revenue from sources other than customer contracts primarily relates to lease revenue associated with compactors. Revenue from these leasing arrangements was not material and represented an insignificant amount of total revenue for each of the reported periods . Landfill and Transfer Station Revenue at landfills is primarily generated by charging tipping fees on a per ton and/or per yard basis to third parties based on the volume disposed and the nature of the waste. In general, fees are variable in nature and revenue is recognized at the time the waste is disposed at the facility . Revenue at transfer stations is primarily generated by charging tipping or disposal fees on a per ton and/or per yard basis . The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility and the cost of disposal. In general, fees are billed and revenue is recognized at the time the service is performed. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted at the transfer facility. Many of the Company’s landfill and transfer station customers have entered into one to ten year disposal contracts, most of which provide for annual indexed price increases. Solid Waste Recycling Solid waste recycling revenues are generated by offering residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. The Company owns recycling operations and markets collected recyclable materials to third parties for processing before resale. In certain instances, the Company issues recycling rebates to municipal or commercial customers, which can be based on the price it receives upon the sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities. The fees received are based primarily on the market, type and volume or weight of the materials sold. In general, fees are billed and revenue is recognized at the time title is transferred. Revenue recognized under these agreements is variable in nature based on the volume of materials sold. In addition, the amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception . E&P Waste Treatment, Recovery and Disposal E&P revenue is primarily generated through the treatment, recovery and disposal of non-hazardous exploration and production waste from vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity, as well as other services including closed loop collection systems , the transportation of waste to the disposal facility in certain markets and the sale of recovered products. E&P activity varies across market areas that are tied to the natural resource basins in which the drilling activity occurs and reflects the regulatory environment, pricing and disposal alternatives available in any given market. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted or processed during the period . Intermodal and Other Intermodal revenue is primarily generated through providing intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. The fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination. In general, fees are billed and revenue is recognized upon delivery. Other revenues consist primarily of the sale of methane gas generated from the Company’s MSW landfills . Revenue Recognition Service obligations of a long-term nature, e.g., solid waste collection service contracts, are satisfied over time, and revenue is recognized based on the value provided to the customer during the period. The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of waste collected, transported and disposed, and the nature of the waste accepted. The Company does not disclose the value of unsatisfied performance obligations for these contracts as its right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. Additionally, certain elements of long-term customer contracts are unknown upon entering into the contract, including the amount that will be billed in accordance with annual price escalation clauses, fuel recovery fee programs and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue is recognized once the index is established for the period . |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company estimates its allowance for doubtful accounts based on historical collection trends, type of customer such as municipal or non-municipal, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. |
Contract Acquisition Costs | Contract Acquisition Costs The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Consolidated Balance Sheet, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years. The Company applied the new revenue standard’s practical expedient that permits an entity to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity would have recognized is one year or less. As of December 31, 2018, the Company had $16,846 of deferred sales incentives. During the year ended December 31, 2018, the Company recorded amortization expense of $17,313 for sales incentive costs. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Improvements or betterments, not considered to be maintenance and repair, which add new functionality or significantly extend the life of an asset are capitalized. Third-party expenditures related to pending development projects, such as legal and engineering expenses, are capitalized. Expenditures for maintenance and repair costs, including planned major maintenance activities, are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal. Gains and losses resulting from disposals of property and equipment are recognized in the period in which the property and equipment is disposed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the lease term, whichever is shorter. The estimated useful lives are as follows: Buildings 10 – 20 years Leasehold and land improvements 3 – 10 years Machinery and equipment 3 – 12 years Rolling stock 3 – 10 years Containers 5 – 12 years |
Landfill Accounting | Landfill Accounting The Company utilizes the life cycle method of accounting for landfill costs. This method applies the costs to be capitalized associated with acquiring, developing, closing and monitoring the landfills over the associated consumption of landfill capacity. The Company utilizes the units of consumption method to amortize landfill development costs over the estimated remaining capacity of a landfill. Under this method, the Company includes future estimated construction costs using current dollars, as well as costs incurred to date, in the amortization base. When certain criteria are met, the Company includes expansion airspace, which has not been permitted, in the calculation of the total remaining capacity of the landfill. - Landfill development costs . Landfill development costs include the costs of acquisition, construction associated with excavation, liners, site berms, groundwater monitoring wells, gas recovery systems and leachate collection systems. The Company estimates the total costs associated with developing each landfill site to its final capacity. This includes certain projected landfill site costs that are uncertain because they are dependent on future events and thus actual costs could vary significantly from estimates. The total cost to develop a site to its final capacity includes amounts previously expended and capitalized, net of accumulated depletion, and projections of future purchase and development costs, liner construction costs, and operating construction costs. Total landfill costs include the development costs associated with expansion airspace. Expansion airspace is addressed below. - Final capping, closure and post-closure obligations . The Company accrues for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and the landfills that it operates, but does not own, under life-of-site agreements. Accrued final capping, closure and post-closure costs represent an estimate of the current value of the future obligation associated with final capping, closure and post-closure monitoring of non-hazardous solid waste landfills currently owned or operated under life-of-site agreements by the Company. Final capping costs represent the costs related to installation of clay liners, drainage and compacted soil layers and topsoil constructed over areas of the landfill where total airspace capacity has been consumed. Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when a landfill facility ceases to accept waste and closes. Accruals for final capping, closure and post-closure monitoring and maintenance requirements in the U.S. consider site inspection, groundwater monitoring, leachate management, methane gas control and recovery, and operating and maintenance costs to be incurred during the period after the facility closes. Certain of these environmental costs, principally capping and methane gas control costs, are also incurred during the operating life of the site in accordance with the landfill operation requirements of Subtitle D and the air emissions standards. Daily maintenance activities, which include many of these costs, are expensed as incurred during the operating life of the landfill. Daily maintenance activities include leachate disposal; surface water, groundwater, and methane gas monitoring and maintenance; other pollution control activities; mowing and fertilizing the landfill final cap; fence and road maintenance; and third-party inspection and reporting costs. Site specific final capping, closure and post-closure engineering cost estimates are prepared annually for landfills owned or landfills operated under life-of-site agreements by the Company. The net present value of landfill final capping, closure and post-closure liabilities are calculated by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit-adjusted risk-free rate. Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting current market conditions. Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated. This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.” The Company’s discount rate assumption for purposes of computing 2018 and 2017 “layers” for final capping, closure and post-closure obligations was 4.75% for both years, which reflects the Company’s long-term credit adjusted risk free rate as of the end of both 2017 and 2016. The Company’s inflation rate assumption was 2.5% for the years ended December 31, 2018 and 2017. In accordance with the accounting guidance on asset retirement obligations, the final capping, closure and post-closure liability is recorded on the balance sheet along with an offsetting addition to site costs which is amortized to depletion expense on a units-of-consumption basis as remaining landfill airspace is consumed. The impact of changes determined to be changes in estimates, based on an annual update, is accounted for on a prospective basis. Depletion expense resulting from final capping, closure and post-closure obligations recorded as a component of landfill site costs will generally be less during the early portion of a landfill’s operating life and increase thereafter. O wned landfills and landfills operated under life-of-site agreements have estimated remaining lives, based on remaining permitted capacity, probable expansion capacity and projected annual disposal volumes, that range from approximately 1 to 157 years, with an average remaining life of approximately 29 years. The costs for final capping, closure and post-closure obligations at landfills the Company owns or operates under life-of-site agreements are generally estimated based on interpretations of current requirements and proposed or anticipated regulatory changes. The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2016 to December 31, 2018: Final capping, closure and post-closure liability at December 31, 2016 $ 244,909 Adjustments to final capping, closure and post-closure liabilities (26,393) Liabilities incurred 14,598 Accretion expense associated with landfill obligations 11,673 Closure payments (8,845) Foreign currency translation adjustment 1,875 Final capping, closure and post-closure liability at December 31, 2017 237,817 Adjustments to final capping, closure and post-closure liabilities (13,045) Liabilities incurred 15,685 Accretion expense associated with landfill obligations 12,777 Closure payments (2,731) Assumption of closure liabilities from acquisitions 4,408 Foreign currency translation adjustment (3,129) Final capping, closure and post-closure liability at December 31, 2018 $ 251,782 Liabilities incurred of $15,685 and $14,598 for the years ended December 31, 2018 and 2017, respectively, represent non-cash increases to final capping, closure and post-closure liabilities. The Adjustment to final capping, closure and post-closure liabilities primarily consisted of decreases in estimated closure and post closure costs at several of the Company’s landfills, most notably its Chiquita Canyon landfill, and changes to engineering estimates related to proposed expansions as well as timing of closure events and total site capacity. The final capping, closure and post-closure liability is included in Other long-term liabilities in the Consolidated Balance Sheets. The Company performs its annual review of its cost and capacity estimates in the first quarter of each year. At December 31, 2018 and 2017, $12,325 and $10,121 , respectively, of the Company’s restricted cash balance and $44,939 and $45,969 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations. - Disposal capacity . The Company’s internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at its landfills. This is done by using surveys and other methods to calculate, based on the terms of the permit, height restrictions and other factors, how much airspace is left to fill and how much waste can be disposed of at a landfill before it has reached its final capacity. The Company’s landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills it owns, and landfills it operates, but does not own, under life-of-site agreements. The Company’s landfill depletion rate is based on the term of the operating agreement at its operated landfill that has capitalized expenditures. Expansion airspace consists of additional disposal capacity being pursued through means of an expansion that has not yet been permitted. Expansion airspace that meets the following criteria is included in the estimate of total landfill airspace: 1) whether the land where the expansion is being sought is contiguous to the current disposal site, and the Company either owns the expansion property or has rights to it under an option, purchase, operating or other similar agreement; 2) whether total development costs, final capping costs, and closure/post-closure costs have been determined; 3) whether internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial and operational impact; 4) whether internal personnel or external consultants are actively working to obtain the necessary approvals to obtain the landfill expansion permit; and 5) whether the Company considers it probable that the Company will achieve the expansion (for a pursued expansion to be considered probable, there must be no significant known technical, legal, community, business, or political restrictions or similar issues existing that the Company believes are more likely than not to impair the success of the expansion). It is possible that the Company’s estimates or assumptions could ultimately be significantly different from actual results. In some cases, the Company may be unsuccessful in obtaining an expansion permit or the Company may determine that an expansion permit that the Company previously thought was probable has become unlikely. To the extent that such estimates, or the assumptions used to make those estimates, prove to be significantly different than actual results, or the belief that the Company will receive an expansion permit changes adversely in a significant manner, the costs of the landfill, including the costs incurred in the pursuit of the expansion, may be subject to impairment testing, as described below, and lower profitability may be experienced due to higher amortization rates, higher capping, closure and post-closure rates, and higher expenses or asset impairments related to the removal of previously included expansion airspace. The Company periodically evaluates its landfill sites for potential impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions and operational performance of its landfills. Future events could cause the Company to conclude that impairment indicators exist and that its landfill carrying costs are impaired. |
Cell Processing Reserves | Cell Processing Reserves The Company records a cell processing reserve related to its E&P segment for certain locations in Louisiana and Texas for the estimated amount of expenses to be incurred upon the treatment and excavation of oilfield waste received. The cell processing reserve is the future cost to properly treat and dispose of existing waste within the cells at the various facilities. The reserve generally covers estimated costs to be incurred over a period of time up to 24 months, with the current portion representing costs estimated to be incurred in the next 12 months. The estimate is calculated based on current estimated volume in the cells, estimated percentage of waste treated, and historical average costs to treat and excavate the waste. The processing reserve represents the estimated costs to process the volumes of oilfield waste on-hand for which revenue has been recognized. At December 31, 2018 and 2017, the current portion of cell processing reserves was $2,835 and $2,984 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2018 and 2017, the long-term portion of cell processing reserves was $1,211 and $943 , respectively, which is included in Other long-term liabilities in the Consolidated Balance Sheets. |
Business Combination Accounting | Business Combination Accounting The Company accounts for business combinations as follows: · The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. The Company measures and recognizes goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. · At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company measures the fair values of all noncontractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability. |
Finite-Lived Intangible Assets | Finite-Lived Intangible Assets The amounts assigned to franchise agreements, contracts, customer lists, permits and other agreements are being amortized on a straight-line basis over the expected term of the related agreements (ranging from 1 to 56 years). |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The Company acquired indefinite-lived intangible assets in connection with certain of its acquisitions. The amounts assigned to indefinite-lived intangible assets consist of the value of certain perpetual rights to provide solid waste collection and transportation services in specified territories and to operate E&P waste treatment and disposal facilities. The Company measures and recognizes acquired indefinite-lived intangible assets at their estimated acquisition date fair values. Indefinite-lived intangible assets are not amortized. Goodwill represents the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. Goodwill and intangible assets, deemed to have indefinite lives, are subject to annual impairment tests as described below. Goodwill and indefinite-lived intangible assets are tested for impairment on at least an annual basis in the fourth quarter of the year. In addition, the Company evaluates its reporting units for impairment if events or circumstances change between annual tests indicating a possible impairment. Examples of such events or circumstances include, but are not limited to, the following: · a significant adverse change in legal factors or in the business climate; · an adverse action or assessment by a regulator; · a more likely than not expectation that a segment or a significant portion thereof will be sold; · the testing for recoverability of a significant asset group within the segment; or · current period or expected future operating cash flow losses. The Company elected to early adopt the guidance issued by the FASB “Simplifying the Test for Goodwill Impairment” on January 1, 2017. The new guidance removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. As such, the impairment analysis is only one step. In this step, the Company estimates the fair value of each of its reporting units , which consisted of testing its five geographic solid waste operating segments and its E&P segment at December 31, 2016 and its five geographic solid waste operating segments at December 31, 2017 and 2018 , using discounted cash flow analyses. The Company did not test its E&P segment for goodwill impairment at December 31, 2017 and 2018 because the carrying value of its goodwill was $0 . The Company compares the fair value of each reporting unit with the carrying value of the net assets assigned to each reporting unit. If the fair value of a reporting unit is greater than the carrying value of the net assets, including goodwill, assigned to the reporting unit, then no impairment results. If the fair value is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. During the Company’s annual impairment analysis of its solid waste operations, the Company determined the fair value of each of its five geographic operating segments at December 31, 2016, 2017 and 2018 and each indefinite-lived intangible asset within those segments using discounted cash flow analyses, which require significant assumptions and estimates about the future operations of each reporting unit and the future discrete cash flows related to each indefinite-lived intangible asset. Significant judgments inherent in these analyses include the determination of appropriate discount rates, the amount and timing of expected future cash flows and growth rates. The cash flows employed in the Company’s 2018 discounted cash flow analyses were based on ten -year financial forecasts, which in turn were based on the 2019 annual budget developed internally by management. These forecasts reflect operating profit margins that were consistent with 2018 results and perpetual revenue growth rates of 4.5% . The Company’s discount rate assumptions are based on an assessment of the market participant rate which approximated 6.7% . In assessing the reasonableness of the Company’s determined fair values of its reporting units, the Company evaluates its results against its current market capitalization. The Company did not record an impairment charge to its geographic operating segments as a result of its annual goodwill and indefinite - lived intangible assets impairment tests for the years ended December 31, 2016, 2017 or 2018. During the year ended December 31, 2016, the Company did not record any impairment charges related to goodwill as discussed below; however, the results of the Company’s 2016 annual impairment testing indicated that the carrying value of its E&P segment exceeded its fair value by more than $77,343 , which was the carrying value of goodwill at its E&P segment at December 31, 2016. Upon adopting this accounting guidance in the first quarter of 2017, the Company performed an updated impairment test for its E&P segment. The impairment test involved measuring the recoverability of goodwill by comparing the E&P segment’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value was estimated using an income approach employing a discounted cash flow (“DCF”) model. The DCF model incorporated projected cash flows over a forecast period based on the remaining estimated lives of the operating locations comprising the E&P segment. This was based on a number of key assumptions, including, but not limited to, a discount rate of 11.7% , annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas exploration and production activity during the forecast period, gross margins based on estimated operating expense requirements during the forecast period and estimated capital expenditures over the forecast period, all of which were classified as Level 3 in the fair value hierarchy. The impairment test showed the carrying value of the E&P segment continued to exceed its fair value by an amount in excess of the carrying amount of goodwill, or $77,343 . Therefore, the Company recorded an impairment charge of $77,343 , consisting of the carrying amount of goodwill at its E&P segment at January 1, 2017, to Impairments and other operating charges in the Consolidated Statements of Net Income during the year ended December 31, 2017. For the Company’s annual impairment analysis of its E&P segment for the year ended December 31, 2016, the Company performed its Step 1 assessment of its E&P segment. The Step 1 assessment involved measuring the recoverability of goodwill by comparing the E&P segment’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value was estimated using an income approach employing a DCF model. The DCF model incorporated projected cash flows over a forecast period based on the remaining estimated lives of the operating locations comprising the E&P segment. This was based on a number of key assumptions, including, but not limited to, a discount rate of 12% , annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas E&P activity during the forecast period, gross margins based on estimated operating expense requirements during the forecast period and estimated capital expenditures over the forecast period, all of which were classified as Level 3 in the fair value hierarchy. As a result of the Step 1 assessment, the Company determined that the E&P segment did not pass the Step 1 test because the carrying value exceeded the estimated fair value of the reporting unit. The Company then performed the Step 2 test to determine the fair value of goodwill for its E&P segment. Based on the Step 1 and Step 2 analyses, the Company did not record an impairment charge to its E&P segment as a result of its goodwill impairment test during the year ended December 31, 2016. Additionally, the Company evaluated the recoverability of the E&P segment’s indefinite-lived intangible assets (other than goodwill) by comparing the estimated fair value of each indefinite-lived intangible asset to its carrying value. The Company estimated the fair value of the indefinite-lived intangible assets using an excess earnings approach. Based on the result of the recoverability test, the Company determined that the carrying value of certain indefinite-lived intangible assets within the E&P segment exceeded their fair value and were therefore not recoverable. The Company recorded an impairment charge to Impairments and other operating items in the Consolidated Statements of Net Income on certain indefinite-lived intangible assets within its E&P segment of $156 during the year ended December 31, 2016. |
Impairments of Property and Equipment and Finite-Lived Intangible Assets | Impairments of Property and Equipment and Finite-Lived Intangible Assets Property, equipment and finite-lived intangible assets are carried on the Company’s consolidated financial statements based on their cost less accumulated depreciation or amortization. Finite-lived intangible assets consist of long-term franchise agreements, contracts, customer lists, permits and other agreements. The recoverability of these assets is tested whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Typical indicators that an asset may be impaired include, but are not limited to, the following: · a significant adverse change in legal factors or in the business climate; · an adverse action or assessment by a regulator; · a more likely than not expectation that a segment or a significant portion thereof will be sold; · the testing for recoverability of a significant asset group within a segment; or · current period or expected future operating cash flow losses. If any of these or other indicators occur, a test of recoverability is performed by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If the carrying value is in excess of the undiscounted expected future cash flows, impairment is measured by comparing the fair value of the asset to its carrying value. Fair value is determined by an internally developed discounted projected cash flow analysis of the asset. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company will determine whether an impairment has occurred for the group of assets for which the projected cash flows can be identified. If the fair value of an asset is determined to be less than the carrying amount of the asset or asset group, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Several impairment indicators are beyond the Company’s control, and whether or not they will occur cannot be predicted with any certainty. Estimating future cash flows requires significant judgment and projections may vary from cash flows eventually realized. There are other considerations for impairments of landfills, as described below. During the year ended December 31, 2018, the Company did not record an impairment charge for property and equipment. During the year ended December 31, 2017, the Company recorded an $11,038 impairment charge, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, for property and equipment associated with a project to develop a new landfill in its Central segment that the Company is no longer pursuing. During the year ended December 31, 2016, the Company recorded a $2,653 impairment charge, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, for property and equipment at four E&P disposal facilities that were permanently closed in 2016 as a result of operating losses incurred. There are certain indicators listed above that require significant judgment and understanding of the waste industry when applied to landfill development or expansion projects. A regulator or court may deny or overturn a landfill development or landfill expansion permit application before the development or expansion permit is ultimately granted. Management may periodically divert waste from one landfill to another to conserve remaining permitted landfill airspace. Therefore, certain events could occur in the ordinary course of business and not necessarily be considered indicators of impairment due to the unique nature of the waste industry. |
Restricted Cash and Restricted Investments | Restricted Cash and Restricted Investments As of December 31, 2018, restricted cash consists of $66,573 of restricted cash for the settlement of workers’ compensation and auto liability insurance claims associated with the Company’s insurance programs, funds deposited of $12,325 in connection with landfill final capping, closure and post-closure obligations and $5,763 of restricted cash for other financial assurance requirements. As of December 31, 2018, restricted investments consist of funds deposited of $44,939 in connection with landfill final capping, closure and post-closure obligations and $2,547 of restricted investments for other financial assurance requirements. Proceeds from these financing arrangements are directly deposited into segregated accounts, and the Company does not have the ability to utilize the funds in regular operating activities. See Note 9 for further information on restricted cash and restricted investments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations, interest rate swaps and fuel hedges. As of December 31, 2018 and 2017, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of December 31, 2018 and 2017, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of December 31, 2018 and 2017, are as follows: Carrying Value at December 31, Fair Value* at December 31, 2018 2017 2018 2017 4.00% Senior Notes due 2018 $ - $ 50,000 $ - $ 50,223 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 177,870 $ 182,547 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 101,292 $ 104,985 2.39% Senior Notes due 2021 $ 150,000 $ 150,000 $ 144,305 $ 146,855 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 120,682 $ 124,532 2.75% Senior Notes due 2023 $ 200,000 $ 200,000 $ 188,363 $ 194,660 3.24% Senior Notes due 2024 $ 150,000 $ 150,000 $ 142,877 $ 149,133 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 355,541 $ 375,311 3.03% Senior Notes due 2026 $ 400,000 $ 400,000 $ 367,143 $ 388,760 3.49% Senior Notes due 2027 $ 250,000 $ 250,000 $ 234,243 $ 250,029 4.25% Senior Notes due 2028 $ 500,000 $ - $ 506,100 $ - ______________________ * Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value is based on quotes of bonds with similar ratings in similar industries. For details on the fair value of the Company’s interest rate swaps, fuel hedges, restricted cash and investments and contingent consideration, see Note 9. |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes all derivatives on the balance sheet at fair value. All of the Company’s derivatives have been designated as cash flow hedges; therefore, the effective portion of the changes in the fair value of derivatives will be recognized in accumulated other comprehensive income (loss) (“AOCIL”) until the hedged item is recognized in earnings. The ineffective portion of the changes in the fair value of derivatives will be immediately recognized in earnings. The Company classifies cash inflows and outflows from derivatives within operating activities on the statement of cash flows. One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings under the Credit Agreement (defined below). The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at December 31, 2018 were specifically designated to the Credit Agreement and accounted for as cash flow hedges. At December 31, 2018, the Company’s derivative instruments included 17 interest rate swap agreements as follows: Date Entered Notional Amount Fixed Interest Rate Paid* Variable Interest Rate Received Effective Date Expiration Date April 2014 $ 100,000 1.800% 1-month LIBOR July 2014 July 2019 May 2014 $ 50,000 2.344% 1-month LIBOR October 2015 October 2020 May 2014 $ 25,000 2.326% 1-month LIBOR October 2015 October 2020 May 2014 $ 50,000 2.350% 1-month LIBOR October 2015 October 2020 May 2014 $ 50,000 2.350% 1-month LIBOR October 2015 October 2020 April 2016 $ 100,000 1.000% 1-month LIBOR February 2017 February 2020 June 2016 $ 75,000 0.850% 1-month LIBOR February 2017 February 2020 June 2016 $ 150,000 0.950% 1-month LIBOR January 2018 January 2021 June 2016 $ 150,000 0.950% 1-month LIBOR January 2018 January 2021 July 2016 $ 50,000 0.900% 1-month LIBOR January 2018 January 2021 July 2016 $ 50,000 0.890% 1-month LIBOR January 2018 January 2021 August 2017 $ 100,000 1.900% 1-month LIBOR July 2019 July 2022 August 2017 $ 200,000 2.200% 1-month LIBOR October 2020 October 2025 August 2017 $ 150,000 1.950% 1-month LIBOR February 2020 February 2023 June 2018 $ 200,000 2.925% 1-month LIBOR October 2020 October 2025 June 2018 $ 200,000 2.925% 1-month LIBOR October 2020 October 2025 December 2018 $ 200,000 2.850% 1-month LIBOR July 2022 July 2027 ____________________ * Plus applicable margin. Another of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the price of diesel fuel. The Company’s strategy to achieve that objective involves periodically entering into fuel hedges that are specifically designated to certain forecasted diesel fuel purchases and accounted for as cash flow hedges. At December 31, 2018, the Company had no fuel hedge agreements in place. The fair values of derivative instruments designated as cash flow hedges as of December 31, 2018, were as follows: Derivatives Designated as Cash Asset Derivatives Liability Derivatives Flow Hedges Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate swaps Prepaid expenses and other current assets (a) $ 10,737 Other long-term liabilities $ (9,314) Other assets, net 10,675 Total derivatives designated as cash flow hedges $ 21,412 $ (9,314) ____________________ (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2018 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. The fair values of derivative instruments designated as cash flow hedges as of December 31, 2017, were as follows: Derivatives Designated as Cash Asset Derivatives Liability Derivatives Flow Hedges Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate swaps Prepaid expenses and other current assets $ 5,193 Accrued liabilities $ (903) Other assets, net 15,182 Other long-term liabilities (493) Fuel hedges Prepaid expenses and other current assets 3,880 Total derivatives designated as cash flow hedges $ 24,255 $ (1,396) The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the years ended December 31, 2018, 2017 and 2016: Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income Classification Amount of (Gain) or Loss Reclassified from AOCIL into Earnings, Net of Tax (Effective Portion) (b), (c) Years Ended December 31, Years Ended December 31, 2018 2017 2016 2018 2017 2016 Interest rate swaps $ (892) $ 3,795 $ 9,192 Interest expense $ (4,167) $ 2,062 $ 4,939 Fuel hedges 1,997 959 2,363 Cost of operations (4,904) 2,112 3,607 Total $ 1,105 $ 4,754 $ 11,555 $ (9,071) $ 4,174 $ 8,546 ____________________ (a) In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and fuel hedges have been recorded in equity as a component of AOCIL. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in AOCIL. Because changes in the actual price of diesel fuel and changes in the DOE index price do not offset exactly each reporting period, the Company assesses whether the fuel hedges are highly effective using the cumulative dollar offset approach. (b) Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt. (c) Amounts reclassified from AOCIL into earnings related to realized gains and losses on the fuel hedges are recognized when settlement payments or receipts occur related to the hedge contracts, which correspond to when the underlying fuel is consumed. The Company measures and records ineffectiveness on the fuel hedges in Cost of operations in the Consolidated Statements of Net Income on a monthly basis based on the difference between the DOE index price and the actual price of diesel fuel purchased, multiplied by the notional number of gallons on the contracts. There was no significant ineffectiveness recognized on the fuel hedges during the years ended December 31, 2018, 2017 and 2016. See Note 12 for further discussion on the impact of the Company’s hedge accounting to its consolidated Comprehensive income (loss) and AOCIL. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company records valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized. The Company is required to evaluate whether the tax positions taken on its income tax returns will more likely than not be sustained upon examination by the appropriate taxing authority. If the Company determines that such tax positions will not be sustained, it records a liability for the related unrecognized tax benefits. The Company classifies its liability for unrecognized tax benefits as a current liability to the extent it anticipates making a payment within one year. On December 22, 2017, the U.S. Securities and Exchange Commission (the “SEC”) staff issued Staff Accounting Bulletin No. 118 (“SAB 118” ) which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act, enacted on December 22, 2017, is comprehensive tax legislation which makes broad and complex changes to the U.S. tax code that affected 2017 and subsequent years. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740 (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. In connection with the Company’s analysis of the Tax Act, a discrete net income tax benefit of $269,804 was recorded in the year ended December 31, 2017. This net income tax benefit was primarily the result of the reduction to the corporate income tax rate from 35 percent to 21 percent. Additionally, the Tax Act’s one-time deemed repatriation transition tax (the “Transition Tax”) on certain unrepatriated earnings of non-U.S. subsidiaries is a tax on previously untaxed accumulated and current earnings and profits of certain of the Company’s non-U.S. subsidiaries. To determine the amount of the Transition Tax, the Company had to determine, in addition to other factors, the amount of post-1986 earnings and profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. The Company was able to make a reasonable estimate of the Transition Tax and recorded a provisional Transition Tax obligation of $1,000 for the year ended December 31, 2017. The Transition Tax, which has now been determined to be complete, resulted in a total Transition Tax obligation of $746 with a corresponding adjustment of $254 to income tax expense for the year ended December 31, 2018. Further, as it relates to the Company’s policy regarding the accounting for the tax impacts of global intangible low-taxed income, it has elected to record the tax impacts as period costs. Additionally, in conjunction with the Tax Act, the Company recorded a provisional deferred income tax expense of $62,350 for the year ended December 31, 2017 associated with a portion of its U.S. earnings no longer permanently reinvested. During the year ended December 31, 2018, the Company recorded a deferred income tax expense of $6,429 associated with refinements to the prior year estimate as a measurement period adjustment pursuant to SAB 118. This resulted in total deferred income tax expense of $68,779 which has now been determined to be complete. |
Share-Based Compensation | Share-Based Compensation The fair value of restricted share unit (“RSU”) awards is determined based on the number of RSUs granted and the closing price of the common shares in the capital of the Company adjusted for future dividends. The fair value of deferred share unit (“DSU”) awards is determined based on the number of DSUs granted and the closing price of the common shares in the capital of the Company. Compensation expense associated with outstanding performance-based restricted share unit (“PSU”) awards is measured using the fair value of the Company’s common shares adjusted for future dividends and is based on the estimated achievement of the established performance criteria at the end of each reporting period until the performance period ends, recognized ratably over the performance period. Compensation expense is only recognized for those awards that the Company expects to vest, which it estimates based upon an assessment of the probability that the performance criteria will be achieved. All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award adjusted for future dividends, and is recognized on a straight-line basis as expense over the employee’s requisite service period. T he Company recognizes gross share compensation expense with actual forfeitures as they occur. Warrants are valued using the Black-Scholes pricing model with a contractual life of five years, a risk free interest rate based on the 5-year U.S. treasury yield curve and expected volatility. The Company uses the historical volatility of its common shares over a period equivalent to the contractual life of the warrants to estimate the expected volatility. The fair market value of warrants issued to consultants for acquisitions are recorded immediately as share-based compensation expense. Share-based compensation expense recognized during the years ended December 31, 2018, 2017 and 2016, was $43,803 ( $32,774 net of taxes), $39,361 ( $25,608 net of taxes) and $44,772 ( $28,680 net of taxes), respectively. This share-based compensation expense includes RSUs, PSUs, DSUs, share option and warrant expense. The share-based compensation expense totals include amounts associated with the Progressive Waste share-based compensation plans, continued by the Company following the Progressive Waste acquisition, which allow for the issuance of shares or cash settlement to employees upon vesting. The Company records share-based compensation expense in Selling, general and administrative expenses in the Consolidated Statements of Net Income. The total unrecognized compensation cost at December 31, 2018, related to unvested RSU awards was $37,736 and this future expense will be recognized over the remaining vesting period of the RSU awards, which extends to 2022 . The weighted average remaining vesting period of the RSU awards is 1.1 years. The total unrecognized compensation cost at December 31, 2018, related to unvested PSU awards was $17,331 and this future expense will be recognized over the remaining vesting period of the PSU awards, which extends to 2022 . The weighted average remaining vesting period of PSU awards is 1.1 years. Restricted Share Units - Progressive Waste Plans The Company recorded a liability of $25,925 at June 1, 2016 associated with the fair value of the Progressive Waste restricted share units outstanding. Outstanding Progressive Waste restricted share units vest over three years. As of December 31, 2016, the Company had $2,409 of unrecognized compensation cost for restricted share units under the Progressive Waste share-based compensation plans and a liability of $15,091 representing the December 31, 2016 fair value of outstanding Progressive Waste restricted share units, less unrecognized compensation cost. The fair value as of December 31, 2016 was calculated using a Black-Scholes pricing model with the following assumptions: Expected remaining life 1 month to 2.15 years Annual dividend rate 0.92% As of December 31, 2018, the Company had $156 of unrecognized compensation cost for restricted share units under the Progressive Waste share-based compensation plans. As of December 31, 2018 and 2017, the Company had a liability of $9,799 and $10,785 , respectively, representing the December 31, 2018 and 2017 fair values, respectively, of outstanding Progressive Waste restricted share units. For the years ended December 31, 2018 and 2017, the fair value was calculated using the number of shares granted and the closing price of the common shares in the capital of the Company. Performance-Based Restricted Share Units - Progressive Waste Plans The Company recorded a liability of $7,218 at June 1, 2016 associated with the fair value of the Progressive Waste performance-based restricted share units outstanding. As of December 31, 2018, 2017 and 2016, the Company had a liability of $1,923 , $3,500 and $3,435 , respectively, representing the December 31, 2018, 2017 and 2016 fair values, respectively, of outstanding Progressive Waste performance-based restricted share units, less unrecognized compensation cost. The fair value was calculated using the volume weighted average price of the Company’s shares for the five preceding business days as of December 31, 2018, 2017 and 2016 which were $73.06 , $71.50 , and $52.79 , respectively. All remaining unvested Progressive Waste performance-based restricted share units vested during the year ended December 31, 2018. Share Based Options – Progressive Waste Plans The Company recorded a liability of $13,022 at June 1, 2016 associated with the fair value of the Progressive Waste share based options outstanding. The fair value was calculated using a Black-Scholes pricing model with the following weighted average assumptions for the years ended December 31, 2018 and 2017 and for the period from the June 1, 2016 Progressive Waste acquisition to December 31, 2016: Year ended December 31, 2018 Year ended December 31, 2017 June 1, 2016 to December 31, 2016 Expected remaining life 2.50 years 0.92 to 2.30 years 1.05 to 3.30 years Share volatility 14.86% 12.09% to 26.07% 10.35% to 32.92% Discount rate 2.51% 1.75% to 1.92% 0.92% to 1.66% Annual dividend rate 0.86% 0.79% 0.92% All remaining unvested Progressive Waste share based options vested during the year ended December 31, 2017. As of December 31, 2018, 2017 and 2016, the Company had a liability of $8,812 , $10,751 and $18,529 , respectively, representing the December 31, 2018, 2017 and 2016 fair value, respectively, of outstanding Progressive Waste share based options. |
Per Share Information | Per Share Information Basic net income per share attributable to holders of the Company’s common shares is computed using the weighted average number of common shares outstanding and vested and unissued restricted share units deferred for issuance into the deferred compensation plan. Diluted net income per share attributable to holders of the Company’s common shares is computed using the weighted average number of common and potential common shares outstanding. Potential common shares are excluded from the computation if their effect is anti-dilutive. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2018, 2017 and 2016, was $5,029 , $5,047 and $3,960 , respectively, which is included in Selling, general and administrative expense in the Consolidated Statements of Net Income. |
Insurance Liabilities | Insurance Liabilities As a result of its insurance policies, the Company is effectively self-insured for automobile liability, general liability, employer’s liability, environmental liability, cyber liability, employment practices liability, and directors’ and officers’ liability as well as for employee group health insurance, property and workers’ compensation. The Company’s insurance accruals are based on claims filed and estimates of claims incurred but not reported and are developed by the Company’s management with assistance from its third-party actuary and its third-party claims administrator. The insurance accruals are influenced by the Company’s past claims experience factors, which have a limited history, and by published industry development factors. At December 31, 2018 and 2017, the Company’s total accrual for self-insured liabilities was $119,506 and $122,162 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. For the years ended December 31, 2018, 2017 and 2016, the Company recognized $146,940 , $141,405 and $106,675 , respectively, of self-insurance expense which is included in Cost of operations and Selling, general and administrative expense in the Consolidated Statements of Net Income. |
New Accounting Pronouncements | New Accounting Pronouncements Accounting Standards Adopted Revenue From Contracts With Customers . In May 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance to provide a single, comprehensive revenue recognition model for all contracts with customers. The standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 for public entities. The Company adopted the amended guidance using the modified retrospective method as of January 1, 2018 for all ongoing customer contracts. The Company’s results of operations for the reported periods after January 1, 2018 are presented under this amended guidance, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting guidance. The impact of adopting the amended guidance primarily relates to the deferral of certain sales incentives, which previously were expensed as incurred, but under the new guidance are capitalized as Other assets and amortized to Selling, general and administrative expenses over the expected life of the customer relationship. The Company recognized a net increase to retained earnings of $13,243 as of January 1, 2018 for the cumulative impact of adopting the amended guidance. The cumulative impact was associated with both the capitalization of certain sales incentives as contract acquisition costs consisting of an asset in the amount of $16,296 and a related deferred tax liability of $4,058 and a change in accounting for revenue priced based on published indices at the Company’s Canada operations of $1,005 . Prior to adoption, the Company expensed approximately $16,000 in sales incentives annually. There were no other material impacts on the condensed consolidated financial statements as a result of the Company’s adoption of this amended guidance. For contracts with an effective term greater than one year, the Company applied the standard’s practical expedient that permits the exclusion of unsatisfied performance obligations as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. The Company also applied the standard’s optional exemption for performance obligations related to contracts that have an original expected duration of one year or less. The Company applied the standard’s practical expedient that permits an entity to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity would have recognized is one year or less. See “Revenue Recognition and Accounts Receivable” within this Note 1 for additional information and disclosures related to this amended guidance. Classification of Certain Cash Receipts and Cash Payments . In August 2016, the FASB issued guidance that addresses eight targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice . The new standard was effective for public companies for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The guidance requires application using a retrospective transition method. The Company adopted this guidance as of January 1, 2018. The adoption of this guidance did not have a material impact on the Company’s consolidated statements of cash flows. Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory . In October 2016, the FASB issued guidance that eliminates the exception for all intra-entity sales of assets other than inventory. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. The new guidance was effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those years. The Company adopted this guidance as of January 1, 2018. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements . Statement of Cash Flows: Restricted Cash . In November 2016, the FASB issued guidance that requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities are also required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The new standard was effective for public companies for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted this guidance as of January 1, 2018. All prior periods have been adjusted to conform to the current period presentation, which resulted in an increase in cash used in investing activities of $34,359 for the year ended December 31, 2018 and a decrease in cash used in investing activities of $105,317 and $3,814 , respectively, for the years ended December 31, 2017 and 2016. Stock Compensation: Scope of Modification Accounting . In May 2017, the FASB issued guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The new standard was effective prospectively for all companies for annual periods beginning on or after December 15, 2017. The Company adopted this guidance as of January 1, 2018. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Accounting for the Tax Effects of the Tax Cuts and Jobs Act . On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the “Tax Act”). SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740 (“ASC 740”) . In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Tax Act’s one-time deemed repatriation transition tax (the “Transition Tax”) on certain unrepatriated earnings of non-U.S. subsidiaries is a tax on previously untaxed accumulated and current earnings and profits of certain of the Company’s non-U.S. subsidiaries. To determine the amount of the Transition Tax, the Company had to determine, in addition to other factors, the amount of post-1986 earnings and profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. In 2017, the Company was able to make a reasonable estimate of the Transition Tax and recorded a provisional Transition Tax obligation of $1,000 . The Transition Tax, which has now been determined to be complete, resulted in recording a total Transition Tax obligation of $746 with a corresponding adjustment of $254 to income tax expense for the year ended December 31, 2018. Further, as it relates to the Company’s policy regarding the accounting for the tax impacts of global intangible low-taxed income, it has elected to record the tax impacts as period costs. Additionally, in conjunction with the Tax Act, the Company recorded a provisional deferred income tax expense of $62,350 for the year ended December 31, 2017 associated with a portion of its U.S. earnings no longer permanently reinvested. During the year ended December 31, 2018, the Company recorded a deferred income tax expense of $6,429 associated with refinements to the prior year estimate as a measurement period adjustment pursuant to SAB 118. This resulted in total deferred income tax expense of $68,779 which has now been determined to be complete. Accounting Standards Pending Adoption Lease Accounting . In February 2016, the FASB issued guidance that requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The new standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The FASB issued new guidance in July 2018, which amended the guidance to allow the issuer to elect from two adoption alternatives: 1) apply the new guidance at the beginning of the earliest comparative period presented; or 2) apply the new guidance at the effective date and recognize a cumulative -effect adjustment, without adjusting the comparative periods presented. The Company adopted the new standard on January 1, 2019 and elected to apply the new guidance at the effective date and recognize a cumulative-effect adjustment, without adjusting the comparative periods presented. The Company also applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected not to reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) whether initial direct costs exist for any existing leases. The Company has substantially completed its assessment of the provisions of the lease accounting guidance and implementation of its leasing software solution to manage and account for leases under the new standard. The Company is currently assessing the disclosure requirements under the new standard and it anticipates disclosing additional information, as necessary, to comply with the new standard. As of January 1, 2019, the Company expects to recognize a right-of-use liability for its operating leases of approximately $207,300 classified as accrued liabilities and other long-term liabilities, a corresponding right-of-use asset of approximately $206,700 classified as other assets in its consolidated balance sheet, a reduction to deferred income tax liabilities of approximately $1,100 and a cumulative-effect adjustment to increase retained earnings of approximately $500 . The Company does not expect the adoption of the new standard to have a material impact on its consolidated statements of net income or consolidated statements of cash flows. Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . In June 2016, the FASB issued guidance which introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables , which will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. The standard will be effective for public business entities that are SEC filers for annual periods beginning after December 15, 2019 and interim periods within those years. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . In August 2017, the FASB issued guidance which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The amendments in this update are intended to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective date for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. SEC Simplified and Updated Disclosure Requirements . In August 2018, the SEC amended its rules to require an analysis of changes in stockholders’ equity in the financial statements included in Quarterly Reports on Form 10-Q. The analysis, which can be presented as a note or separate statement, is required for the current and comparative quarter and year-to-date interim periods. The amended rules will become effective 30 days after they are published in the Federal Register; however, the SEC’s Division of Corporation Finance issued a Compliance and Disclosure Interpretation (the “CDI”) that provides transition guidance related to this new disclosure. The CDI states that the amendments are effective for all filings made on or after the effective date; however, it also states that SEC staff would not object if a filer’s first presentation of the changes in stockholders’ equity was included in its Form 10-Q for the quarter that begins after the effective date of the amendments, which is the quarter ending March 31, 2019 for the Company. The Company will be including these additional disclosures beginning with its first quarter Form 10-Q in 2019. |
Reclassification | Reclassification As disclosed within other footnotes of the financial statements, restricted cash and restricted investments reported in the Company’s prior year have been reclassified to conform with the 2018 presentation |
Organization, Business and Su_3
Organization, Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total Reported Revenues by Service Line | The following table disaggregates the Company’s revenues by service line for the periods indicated: Years Ended December 31, 2018 2017 2016 Commercial $ 1,452,831 $ 1,343,590 $ 969,619 Residential 1,189,148 1,130,842 874,228 Industrial and construction roll off 768,687 707,015 515,966 Total collection 3,410,666 3,181,447 2,359,813 Landfill 1,063,243 988,092 759,586 Transfer 670,129 589,883 395,824 Recycling 92,634 161,730 92,456 E&P 256,262 203,473 132,286 Intermodal and other 139,896 146,749 106,363 Intercompany (709,889) (640,886) (470,465) Total $ 4,922,941 $ 4,630,488 $ 3,375,863 |
Property Plant and Equipment Estimated Useful Lives | The estimated useful lives are as follows: Buildings 10 – 20 years Leasehold and land improvements 3 – 10 years Machinery and equipment 3 – 12 years Rolling stock 3 – 10 years Containers 5 – 12 years |
Reconciliation of Final Capping, Closure and Post-Closure Liability Balance | The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2016 to December 31, 2018: Final capping, closure and post-closure liability at December 31, 2016 $ 244,909 Adjustments to final capping, closure and post-closure liabilities (26,393) Liabilities incurred 14,598 Accretion expense associated with landfill obligations 11,673 Closure payments (8,845) Foreign currency translation adjustment 1,875 Final capping, closure and post-closure liability at December 31, 2017 237,817 Adjustments to final capping, closure and post-closure liabilities (13,045) Liabilities incurred 15,685 Accretion expense associated with landfill obligations 12,777 Closure payments (2,731) Assumption of closure liabilities from acquisitions 4,408 Foreign currency translation adjustment (3,129) Final capping, closure and post-closure liability at December 31, 2018 $ 251,782 |
Carrying Values and Fair Values of Debt Instruments | The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of December 31, 2018 and 2017, are as follows: Carrying Value at December 31, Fair Value* at December 31, 2018 2017 2018 2017 4.00% Senior Notes due 2018 $ - $ 50,000 $ - $ 50,223 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 177,870 $ 182,547 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 101,292 $ 104,985 2.39% Senior Notes due 2021 $ 150,000 $ 150,000 $ 144,305 $ 146,855 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 120,682 $ 124,532 2.75% Senior Notes due 2023 $ 200,000 $ 200,000 $ 188,363 $ 194,660 3.24% Senior Notes due 2024 $ 150,000 $ 150,000 $ 142,877 $ 149,133 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 355,541 $ 375,311 3.03% Senior Notes due 2026 $ 400,000 $ 400,000 $ 367,143 $ 388,760 3.49% Senior Notes due 2027 $ 250,000 $ 250,000 $ 234,243 $ 250,029 4.25% Senior Notes due 2028 $ 500,000 $ - $ 506,100 $ - ______________________ * Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value is based on quotes of bonds with similar ratings in similar industries. |
Fair Value of Derivative Instrument Designated as Cash Flow Hedges | The fair values of derivative instruments designated as cash flow hedges as of December 31, 2018, were as follows: Derivatives Designated as Cash Asset Derivatives Liability Derivatives Flow Hedges Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate swaps Prepaid expenses and other current assets (a) $ 10,737 Other long-term liabilities $ (9,314) Other assets, net 10,675 Total derivatives designated as cash flow hedges $ 21,412 $ (9,314) ____________________ (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2018 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. The fair values of derivative instruments designated as cash flow hedges as of December 31, 2017, were as follows: Derivatives Designated as Cash Asset Derivatives Liability Derivatives Flow Hedges Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate swaps Prepaid expenses and other current assets $ 5,193 Accrued liabilities $ (903) Other assets, net 15,182 Other long-term liabilities (493) Fuel hedges Prepaid expenses and other current assets 3,880 Total derivatives designated as cash flow hedges $ 24,255 $ (1,396) |
Impact of Cash Flow Hedges on Results of Operations, Comprehensive Income and Accumulated Other Comprehensive Loss | The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the years ended December 31, 2018, 2017 and 2016: Derivatives Designated as Cash Flow Hedges Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax (Effective Portion) (a) Statement of Net Income Classification Amount of (Gain) or Loss Reclassified from AOCIL into Earnings, Net of Tax (Effective Portion) (b), (c) Years Ended December 31, Years Ended December 31, 2018 2017 2016 2018 2017 2016 Interest rate swaps $ (892) $ 3,795 $ 9,192 Interest expense $ (4,167) $ 2,062 $ 4,939 Fuel hedges 1,997 959 2,363 Cost of operations (4,904) 2,112 3,607 Total $ 1,105 $ 4,754 $ 11,555 $ (9,071) $ 4,174 $ 8,546 ____________________ (a) In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and fuel hedges have been recorded in equity as a component of AOCIL. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in AOCIL. Because changes in the actual price of diesel fuel and changes in the DOE index price do not offset exactly each reporting period, the Company assesses whether the fuel hedges are highly effective using the cumulative dollar offset approach. (b) Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt. (c) Amounts reclassified from AOCIL into earnings related to realized gains and losses on the fuel hedges are recognized when settlement payments or receipts occur related to the hedge contracts, which correspond to when the underlying fuel is consumed. |
Interest Rate Swap [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Company's Derivative Instruments | At December 31, 2018, the Company’s derivative instruments included 17 interest rate swap agreements as follows: Date Entered Notional Amount Fixed Interest Rate Paid* Variable Interest Rate Received Effective Date Expiration Date April 2014 $ 100,000 1.800% 1-month LIBOR July 2014 July 2019 May 2014 $ 50,000 2.344% 1-month LIBOR October 2015 October 2020 May 2014 $ 25,000 2.326% 1-month LIBOR October 2015 October 2020 May 2014 $ 50,000 2.350% 1-month LIBOR October 2015 October 2020 May 2014 $ 50,000 2.350% 1-month LIBOR October 2015 October 2020 April 2016 $ 100,000 1.000% 1-month LIBOR February 2017 February 2020 June 2016 $ 75,000 0.850% 1-month LIBOR February 2017 February 2020 June 2016 $ 150,000 0.950% 1-month LIBOR January 2018 January 2021 June 2016 $ 150,000 0.950% 1-month LIBOR January 2018 January 2021 July 2016 $ 50,000 0.900% 1-month LIBOR January 2018 January 2021 July 2016 $ 50,000 0.890% 1-month LIBOR January 2018 January 2021 August 2017 $ 100,000 1.900% 1-month LIBOR July 2019 July 2022 August 2017 $ 200,000 2.200% 1-month LIBOR October 2020 October 2025 August 2017 $ 150,000 1.950% 1-month LIBOR February 2020 February 2023 June 2018 $ 200,000 2.925% 1-month LIBOR October 2020 October 2025 June 2018 $ 200,000 2.925% 1-month LIBOR October 2020 October 2025 December 2018 $ 200,000 2.850% 1-month LIBOR July 2022 July 2027 ____________________ * Plus applicable margin. |
Restricted Stock Units (RSUs) [Member] | Progressive Waste Plans [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair Value Assumptions | The fair value as of December 31, 2016 was calculated using a Black-Scholes pricing model with the following assumptions: Expected remaining life 1 month to 2.15 years Annual dividend rate 0.92% |
Employee Stock Option [Member] | Progressive Waste Plans [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair Value Assumptions | The fair value was calculated using a Black-Scholes pricing model with the following weighted average assumptions for the years ended December 31, 2018 and 2017 and for the period from the June 1, 2016 Progressive Waste acquisition to December 31, 2016: Year ended December 31, 2018 Year ended December 31, 2017 June 1, 2016 to December 31, 2016 Expected remaining life 2.50 years 0.92 to 2.30 years 1.05 to 3.30 years Share volatility 14.86% 12.09% to 26.07% 10.35% to 32.92% Discount rate 2.51% 1.75% to 1.92% 0.92% to 1.66% Annual dividend rate 0.86% 0.79% 0.92% |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Consideration Transferred to Acquire Businesses and Amounts of Identifiable Assets Acquired, Liabilities Assumed and Noncontrolling Interests | The following table summarizes the consideration transferred to acquire these businesses and the amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the years ended December 31, 2018, 2017 and 2016: 2018 Acquisitions 2017 Acquisitions 2016 Acquisitions Fair value of consideration transferred: Cash $ 830,091 $ 410,695 $ 17,131 Debt assumed 210,461 56,958 - Notes issued to sellers - 13,460 - Fair value of operations exchanged - 81,097 - Working capital settlements receivable (8,507) - - 1,032,045 562,210 17,131 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 23,682 19,228 833 Prepaid expenses and other current assets 4,614 10,722 477 Property and equipment 437,914 169,433 4,735 Long-term franchise agreements and contracts 10,888 54,674 - Indefinite-lived intangibles - 5,830 - Customer lists 133,387 33,529 8,508 Permits and other intangibles 23,935 27,261 - Other assets 19 3,052 261 Accounts payable and accrued liabilities (25,005) (12,020) (2,867) Deferred revenue (16,238) (6,883) (659) Contingent consideration (11,669) (2,885) (977) Other long-term liabilities (15,532) (1,080) - Deferred income taxes (391) (50,283) - Total identifiable net assets 565,604 250,578 10,311 Goodwill $ 466,441 $ 311,632 $ 6,820 |
Pro Forma Results of Operations | The following pro forma results of operations assume that the Company’s acquisition of Progressive Waste and its other acquisitions that were collectively insignificant, occurring during the year ended December 31, 2016, were acquired as of January 1, 2016 (unaudited): Year Ended December 31, 2016 Total revenue $ 4,184,871 Net income $ 350,228 Basic income per share $ 2.00 Diluted income per share $ 1.99 |
Progressive Waste Solutions Ltd. [Member] | |
Summary of Consideration Transferred to Acquire Businesses and Amounts of Identifiable Assets Acquired, Liabilities Assumed and Noncontrolling Interests | The following table summarizes the consideration transferred to acquire Progressive Waste and the amounts of identifiable assets acquired and liabilities assumed: Fair value of consideration transferred: Shares issued $ 3,503,162 Debt assumed 1,729,274 5,232,436 Less: cash and restricted cash acquired (70,769) Net fair value of consideration transferred 5,161,667 Recognized amounts of identifiable assets acquired and liabilities assumed associated with the business acquired: Accounts receivable 231,709 Prepaid expenses and other current assets 28,623 Restricted investments 11,550 Property and equipment 2,063,011 Contracts 223,885 Customer lists 191,679 Other intangibles 218,499 Other long-term assets 4,491 Accounts payable and accrued liabilities (264,992) Deferred revenue (35,635) Contingent consideration (19,412) Other long-term liabilities (185,774) Deferred income taxes (329,552) Total identifiable net assets 2,138,082 Goodwill $ 3,023,585 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Assets Held for Sale [Abstract] | |
Assets and Liabilities Held for Sale | The Company’s assets and liabilities held for sale as of December 31, 2018 and 2017, were comprised of the following: December 31, 2018 2017 Current assets held for sale: Cash and equivalents $ - $ 192 Accounts receivable - 1,185 Other current assets - 219 $ - $ 1,596 Long-term assets held for sale: Property and equipment $ - $ 12,623 Other assets - 2 $ - $ 12,625 Current liabilities held for sale: Accounts payable $ - $ 804 Accrued liabilities - 215 Deferred revenue - 1,136 $ - $ 2,155 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2018: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 476,833 $ (157,986) $ - $ 318,847 Customer lists 530,614 (232,461) - 298,153 Permits and other 338,601 (49,195) - 289,406 1,346,048 (439,642) - 906,406 Indefinite-lived intangible assets: Solid waste collection and transportation permits 158,591 - - 158,591 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,507) 21,348 260,729 - (38,507) 222,222 Intangible assets, exclusive of goodwill $ 1,606,777 $ (439,642) $ (38,507) $ 1,128,628 Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2017: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 481,293 $ (123,591) $ - $ 357,702 Customer lists 405,683 (180,440) - 225,243 Permits and other 317,984 (35,715) - 282,269 1,204,960 (339,746) - 865,214 Indefinite-lived intangible assets: Solid waste collection and transportation permits 158,591 - - 158,591 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,507) 21,348 260,729 - (38,507) 222,222 Intangible assets, exclusive of goodwill $ 1,465,689 $ (339,746) $ (38,507) $ 1,087,436 |
Estimated Future Amortization Expense of Amortizable Intangible Assets | Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: For the year ending December 31, 2019 $ 119,602 For the year ending December 31, 2020 $ 105,744 For the year ending December 31, 2021 $ 92,588 For the year ending December 31, 2022 $ 79,339 For the year ending December 31, 2023 $ 67,236 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment | Property and equipment, net consists of the following: December 31, 2018 2017 Landfill site costs $ 3,981,870 $ 3,606,427 Rolling stock 1,736,673 1,507,905 Land, buildings and improvements 963,903 867,941 Containers 682,990 587,799 Machinery and equipment 660,961 590,048 Construction in progress 25,692 33,886 8,052,089 7,194,006 Less accumulated depreciation and depletion (2,883,093) (2,373,072) $ 5,168,996 $ 4,820,934 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2018 2017 Insurance claims $ 119,506 $ 122,162 Payroll and payroll-related 87,136 86,436 Interest payable 16,971 15,595 Share-based compensation plan liability – current portion 6,209 4,407 Environmental remediation reserve – current portion 3,592 2,315 Cell processing reserve – current portion 2,835 2,984 Unrealized cash flow hedge losses - 903 Other 53,295 43,237 $ 289,544 $ 278,039 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | The following table presents the Company’s long-term debt as of December 31, 2018 and 2017: December 31, 2018 2017 Revolver under Credit Agreement $ 481,610 $ 192,101 Term loan under Credit Agreement 1,237,500 1,637,500 2018 Senior Notes - 50,000 2019 Senior Notes 175,000 175,000 2021 Senior Notes 100,000 100,000 New 2021 Senior Notes 150,000 150,000 2022 Senior Notes 125,000 125,000 2023 Senior Notes 200,000 200,000 2024 Senior Notes 150,000 150,000 2025 Senior Notes 375,000 375,000 2026 Senior Notes 400,000 400,000 2027 Senior Notes 250,000 250,000 2028 Senior Notes 500,000 - Tax-exempt bonds 15,930 95,430 Notes payable to sellers and other third parties, bearing interest ranging from 2.75% to 24.81% , principal and interest payments due periodically with due dates ranging from 2019 to 2036 (a) 14,653 26,290 4,174,693 3,926,321 Less – current portion (1,786) (11,659) Less – debt issuance costs (19,442) (15,090) $ 4,153,465 $ 3,899,572 ____________________ (a) Interest rates represent the interest rates incurred at December 31, 2018. |
Details of the Company's Credit Agreement | Details of the Credit Agreement are as follows: December 31, 2018 2017 Revolver under Credit Agreement Available $ 955,779 $ 1,149,813 Letters of credit outstanding $ 125,111 $ 220,586 Total amount drawn, as follows: $ 481,610 $ 192,101 Amount drawn – U.S. LIBOR rate loan 357,000 - Interest rate applicable – U.S. LIBOR rate loan 3.62% Not applicable Interest rate margin – U.S. LIBOR rate loan 1.10% Not applicable Amount drawn – Canadian prime rate loan $ - $ 16,739 Interest rate applicable - Canadian prime rate loan Not applicable 3.45% Interest rate margin – Canadian prime rate loan Not applicable 0.25% Amount drawn – Canadian bankers’ acceptance $ 124,610 $ 175,362 Interest rate applicable – Canadian bankers’ acceptance 3.40% 2.64% Interest rate acceptance fee – Canadian bankers’ acceptance 1.10% 1.20% Commitment – rate applicable 0.12% 0.15% Term loan under Credit Agreement Amount drawn – U.S. based LIBOR loan $ 1,237,500 $ 1,637,500 Interest rate applicable – U.S. based LIBOR loan 3.62% 2.77% Interest rate margin – U.S. based LIBOR loan 1.10% 1.20% |
Tax-Exempt Bond Financing | The Company’s tax-exempt bond financings are as follows: Type of Interest Interest Rate on Bond at December 31, Maturity Date of Outstanding Balance at December 31, Backed by Letter of Credit Name of Bond Rate 2018 Bond 2018 2017 (Amount) West Valley Bond Variable - August 1, 2018 $ - $ 15,500 $ - LeMay Washington Bond Variable 1.79% April 1, 2033 15,930 15,930 16,126 PA IRB Facility Variable - November 1, 2028 - 35,000 - TX IRB Facility Variable - April 1, 2022 - 24,000 - 2009 Seneca IRB Facility Variable - December 31, 2039 - 5,000 - $ 15,930 $ 95,430 $ 16,126 |
Aggregate Contractual Future Principal Payments by Calendar Year on Long-Term Debt | As of December 31, 2018, aggregate contractual future principal payments by calendar year on long-term debt are due as follows: 2019 * $ 1,786 2020 1,380 2021 255,093 2022 126,451 2023 2,094,770 Thereafter 1,695,213 $ 4,174,693 ______________________ * The Company has recorded the 2019 Senior Notes in the 2023 category in the table above as the Company has the intent and ability to redeem the 2019 Senior Notes on November 1, 2019 using borrowings under the Credit Agreement. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value of Financial Instruments [Abstract] | |
Assets and Liabilities Measured At Fair Value on Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and 2017, were as follows: Fair Value Measurement at December 31, 2018 Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap derivative instruments – net asset position $ 12,098 $ - $ 12,098 $ - Restricted cash and investments $ 131,422 $ - $ 131,422 $ - Contingent consideration $ (54,615) $ - $ - $ (54,615) Fair Value Measurement at December 31, 2017 Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Interest rate swap derivative instruments – net asset position $ 18,979 $ - $ 18,979 $ - Fuel hedge derivative instruments – net asset position $ 3,880 $ - $ - $ 3,880 Restricted cash and investments $ 165,592 $ - $ 165,592 $ - Contingent consideration $ (47,285) $ - $ - $ (47,285) |
Change in Fair Value for Level 3 Derivatives | The following table summarizes the changes in the fair value for Level 3 derivatives for the year ended December 31, 2017: Year s Ended December 31, 2018 2017 Beginning balance $ 3,880 $ (264) Realized losses (gains) included in earnings (6,531) 2,818 Unrealized gains included in AOCIL 2,651 1,326 Ending balance $ - $ 3,880 |
Changes in the Fair Value for Level 3 Liabilities Related to Contingent Consideration | The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 Beginning balance $ 47,285 $ 51,826 Contingent consideration recorded at acquisition date 11,669 2,885 Payment of contingent consideration recorded at acquisition date (6,127) (17,158) Payment of contingent consideration recorded in earnings (11) (10,012) Adjustments to contingent consideration 349 17,754 Interest accretion expense 1,756 1,746 Foreign currency translation adjustment (306) 244 Ending balance $ 54,615 $ 47,285 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Lease Payments | As of December 31, 2018, future minimum lease payments, by calendar year, are as follows: 2019 $ 37,902 2020 35,204 2021 32,259 2022 30,974 2023 27,882 Thereafter 94,205 $ 258,426 |
Future Minimum Purchase Commitments | As of December 31, 2018, future minimum purchase commitments, by calendar year, are as follows: 2019 $ 66,774 2020 29,446 2021 177 $ 96,397 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common Stock Shares Reserved for Issuance | As of December 31, 2018, the Company has reserved the following common shares for issuance: For outstanding RSUs, PSUs and warrants 2,052,234 For future grants under the 2016 Incentive Award Plan 6,033,454 8,085,688 |
Restricted Stock Units Activity | A summary of the Company’s RSU activity is presented below: Years Ended December 31, 2018 2017 2016 Restricted share units granted 496,217 415,954 456,223 Weighted average grant-date fair value of restricted share units granted $ 69.22 $ 57.09 $ 38.38 Total fair value of restricted share units granted $ 34,348 $ 23,748 $ 17,510 Restricted share units becoming free of restrictions 486,885 571,258 646,761 Weighted average restriction period (in years) 3.5 3.8 3.9 |
Summary of Warrant Activity | A summary of warrant activity during the year ended December 31, 2018, is presented below: Warrants Weighted-Average Exercise Price Outstanding at December 31, 2017 137,906 $ 42.43 Granted 163,995 75.62 Forfeited (16,119) 36.45 Exercised (17,571) 36.30 Outstanding at December 31, 2018 268,211 63.49 |
Summarized Information about Warrants Outstanding | The following table summarizes information about warrants outstanding as of December 31, 2018 and 2017: Warrants Fair Value of Warrants Outstanding at December 31, Grant Date Issued Exercise Price Issued 2018 2017 Throughout 2014 75,604 $30.41 to $32.71 276 15,416 17,521 Throughout 2015 136,768 $28.30 to $36.32 1,333 45,978 75,978 Throughout 2016 15,666 $42.22 to $51.55 189 7,440 9,025 Throughout 2017 35,382 $53.65 to $69.96 595 35,382 35,382 Throughout 2018 163,995 $70.91 to $80.90 2,591 163,995 - 268,211 137,906 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity Related to Restricted Stock Units | A summary of activity related to RSUs during the year ended December 31, 2018, is presented below: Unvested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2017 1,042,014 $ 41.97 Granted 496,217 69.22 Forfeited (63,783) 55.88 Vested and issued (483,232) 38.68 Vested and deferred (3,653) 28.28 Outstanding at December 31, 2018 987,563 56.43 |
Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance-Based Restricted Share Units Activity | A summary of the Company’s PSU activity is presented below: Years Ended December 31, 2018 2017 2016 PSUs granted 178,377 210,103 221,466 Weighted average grant-date fair value of PSUs granted $ 68.77 $ 56.55 $ 37.83 Total fair value of PSUs granted $ 12,266 $ 11,881 $ 8,379 PSUs becoming free of restrictions 154,181 122,786 184,440 Weighted average restriction period (in years) 3.6 3.6 4.0 |
Summary of Performance-Based Restricted Stock Units Activity and Related Information | A summary of activity related to PSUs during the year ended December 31, 2018, is presented below: Unvested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2017 514,461 $ 43.42 Granted 178,377 68.77 Forfeited (6,571) 63.38 Vested and Issued (154,181) 38.18 Outstanding at December 31, 2018 532,086 53.43 |
Deferred Share Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted Stock Units Activity | A summary of the Company’s deferred share units (“DSUs”) activity is presented below: Years Ended December 31, 2018 2017 2016 DSUs granted 4,038 4,722 786 Weighted average grant-date fair value of DSUs granted $ 70.47 $ 57.65 $ 47.46 Total fair value of DSUs granted $ 285 $ 272 $ 37 |
Summary of Activity Related to Restricted Stock Units | A summary of activity related to DSUs during the year ended December 31, 2018, is presented below: Vested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2017 13,138 $ 41.40 Granted 4,038 70.47 Outstanding at December 31, 2018 17,176 48.24 |
Progressive Waste Solutions Ltd. [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity and Related Information | A summary of activity related to Progressive Waste share based options during the year ended December 31, 2018, is presented below: Outstanding at December 31, 2017 236,616 Cash settled (71,460) Outstanding at December 31, 2018 165,156 |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity Related to Restricted Stock Units | A summary of activity related to Progressive Waste RSUs during the year ended December 31, 2018, is presented below: Outstanding at December 31, 2017 158,510 Cash settled (33,816) Forfeited (2,435) Outstanding at December 31, 2018 122,259 |
Summary of Vesting Activity Related to RSUs | A summary of vesting activity related to Progressive Waste RSUs during the year ended December 31, 2018, is presented below: Vested at December 31, 2017 138,054 Vested over remaining service period 18,350 Cash settled (33,816) Forfeited (2,435) Vested at December 31, 2018 120,153 |
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Performance-Based Restricted Stock Units Activity and Related Information | A summary of activity related to Progressive Waste PSUs during the year ended December 31, 2018, is presented below: Outstanding at December 31, 2017 55,602 Cash settled, net of notional dividend (30,902) Forfeited (1,909) Outstanding at December 31, 2018 22,791 |
Summary of Vesting Activity Related to PSUs | A summary of vesting activity related to Progressive Waste PSUs during the year ended December 31, 2018, is presented below: Vested at December 31, 2017 28,407 Vested over remaining service period 27,195 Cash settled, net of notional dividend (30,902) Forfeited (1,909) Vested at December 31, 2018 22,791 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Comprehensive Income (Loss) [Abstract] | |
Components of Other Comprehensive Income (Loss) | The components of other comprehensive income (loss) and related tax effects for the years ended December 31, 2018, 2017 and 2016, are as follows: Year Ended December 31, 2018 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ (5,669) $ 1,502 $ (4,167) Fuel hedge amounts reclassified into cost of operations (6,531) 1,627 (4,904) Changes in fair value of interest rate swaps (1,213) 321 (892) Changes in fair value of fuel hedge 2,651 (654) 1,997 Foreign currency translation adjustment (175,233) - (175,233) $ (185,995) $ 2,796 $ (183,199) Year Ended December 31, 2017 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 2,805 $ (743) $ 2,062 Fuel hedge amounts reclassified into cost of operations 2,818 (706) 2,112 Changes in fair value of interest rate swaps 7,835 (4,040) 3,795 Changes in fair value of fuel hedges 1,326 (367) 959 Foreign currency translation adjustment 142,486 - 142,486 $ 157,270 $ (5,856) $ 151,414 Year Ended December 31, 2016 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 6,654 $ (1,715) $ 4,939 Fuel hedge amounts reclassified into cost of operations 5,832 (2,225) 3,607 Changes in fair value of interest rate swaps 11,431 (2,239) 9,192 Changes in fair value of fuel hedges 3,804 (1,441) 2,363 Foreign currency translation adjustment (50,931) - (50,931) $ (23,210) $ (7,620) $ (30,830) |
Amounts Included in Accumulated Other Comprehensive Loss | A roll forward of the amounts included in AOCIL, net of taxes, is as follows: Fuel Hedges Interest Rate Swaps Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2016 $ (164) $ 8,094 $ (50,931) $ (43,001) Amounts reclassified into earnings 2,112 2,062 - 4,174 Changes in fair value 959 3,795 - 4,754 Foreign currency translation adjustment - - 142,486 142,486 Balance at December 31, 2017 2,907 13,951 91,555 108,413 Amounts reclassified into earnings (4,904) (4,167) - (9,071) Changes in fair value 1,997 (892) - 1,105 Foreign currency translation adjustment - - (175,233) (175,233) Balance at December 31, 2018 $ - $ 8,892 $ (83,678) $ (74,786) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Income (Loss) Before Provision (Benefit) for Income Taxes | Income before provision for income taxes consists of the following: Years Ended December 31, 2018 2017 2016 U.S. $ 491,506 $ 301,962 $ 243,955 Non – U.S. 215,634 206,548 117,410 Income before income taxes $ 707,140 $ 508,510 $ 361,365 |
Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes for the years ended December 31, 2018, 2017 and 2016, consists of the following: Years Ended December 31, 2018 2017 2016 Current: U.S. Federal $ 37,419 $ 45,089 $ 46,735 State 27,057 19,848 14,692 Non – U.S. 17,651 18,537 10,307 82,127 83,474 71,734 Deferred: U.S. Federal 85,926 (203,131) 47,403 State 1,991 7,534 3,536 Non – U.S. (10,058) 43,213 (8,629) 77,859 (152,384) 42,310 Provision (benefit) for income taxes $ 159,986 $ (68,910) $ 114,044 |
Significant Components of Deferred Income Tax Assets and Liabilities | The significant components of deferred income tax assets and liabilities, reduced by valuation allowances as applicable, as of December 31, 2018 and 2017 are presented below. 2018 2017 Deferred income tax assets: Accrued expenses $ 26,128 $ 17,108 Compensation 19,830 19,157 Contingent liabilities 14,043 11,826 Finance costs 2,329 5,132 Tax credits and loss carryforwards 20,438 23,374 Other - 7,295 Gross deferred income tax assets 82,768 83,892 Less: Valuation allowance - - Total deferred income tax assets 82,768 83,892 Deferred income tax liabilities: Goodwill and other intangibles (283,671) (273,408) Property and equipment (461,071) (414,904) Landfill closure/post-closure (8,892) (7,758) Prepaid expenses (11,581) (9,912) Interest rate and fuel hedges (3,206) (6,001) Investment in subsidiaries (69,383) (62,676) Other (4,997) - Total deferred income tax liabilities (842,801) (774,659) Net deferred income tax liability $ (760,033) $ (690,767) |
Differences between Income Tax Provision in Statements of Net Income and Income Tax Provision Computed at Federal Statutory Rate | The items shown in the following table are a percentage of pre-tax income: Years Ended December 31, 2018 2017 2016 U.S. federal statutory rate 21.0% 35.0% 35.0% State taxes, net of federal benefit 4.4 4.1 3.9 Deferred income tax liability adjustments (0.2) 0.5 0.6 Effect of international operations (3.9) (14.6) (10.9) Progressive Waste acquisition - - 2.3 Enactment of the Tax Act - (53.1) - Deferred tax on undistributed earnings 0.9 12.3 - Goodwill impairment - 2.1 - Other 0.4 0.1 0.7 22.6% (13.6%) 31.6% |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Concerning Company's Reportable Segments | Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2018, 2017 and 2016, is shown in the following tables: Year Ended December 31, 2018 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Depreciation and Amortization Capital Expenditures Total Assets (e) Southern $ 1,273,033 $ (150,485) $ 1,122,548 $ 276,791 $ 153,923 $ 97,442 $ 2,892,994 Eastern 1,314,852 (224,833) 1,090,019 299,162 167,914 137,335 2,688,341 Western 1,170,382 (126,454) 1,043,928 318,401 95,400 125,112 1,596,129 Canada 823,989 (96,776) 727,213 261,233 124,155 66,319 2,412,971 Central 797,491 (103,966) 693,525 255,648 87,802 90,525 1,491,301 E&P 253,083 (7,375) 245,708 129,825 44,175 25,937 969,808 Corporate (a), (d) - - - (8,211) 7,118 3,475 575,785 $ 5,632,830 $ (709,889) $ 4,922,941 $ 1,532,849 $ 680,487 $ 546,145 $ 12,627,329 Year Ended December 31, 2017 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Depreciation and Amortization Capital Expenditures Total Assets (e) Southern $ 1,262,147 $ (146,283) $ 1,115,864 $ 258,560 $ 151,417 $ 117,441 $ 2,718,296 Eastern 1,137,608 (178,394) 959,214 273,942 136,998 101,569 2,024,527 Western 1,127,146 (119,916) 1,007,230 323,648 95,724 100,000 1,573,955 Canada 828,755 (99,978) 728,777 264,693 121,174 62,690 2,677,557 Central 716,655 (88,488) 628,167 237,136 78,199 78,000 1,297,118 E&P 199,063 (7,827) 191,236 90,597 42,500 12,274 981,980 Corporate (a), (d) - - - (32,501) 6,472 7,313 741,248 $ 5,271,374 $ (640,886) $ 4,630,488 $ 1,416,075 $ 632,484 $ 479,287 $ 12,014,681 Year Ended December 31, 2016 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Depreciation and Amortization Capital Expenditures Total Assets (e) Southern $ 809,926 $ (96,545) $ 713,381 $ 163,320 $ 99,323 $ 64,624 $ 2,869,841 Eastern 741,283 (114,639) 626,644 189,220 88,748 77,478 1,519,576 Western 1,051,637 (116,318) 935,319 315,708 89,198 86,200 1,516,870 Canada 476,585 (58,716) 417,869 153,446 71,228 25,380 2,554,324 Central 634,393 (72,852) 561,541 208,930 70,027 71,888 1,302,900 E&P 132,504 (11,395) 121,109 32,479 41,215 10,178 1,068,086 Corporate (a), (d) - - - (119,215) 4,173 8,975 272,328 $ 3,846,328 $ (470,465) $ 3,375,863 $ 943,888 $ 463,912 $ 344,723 $ 11,103,925 ____________________ (a) Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions. Amounts reflected are net of allocations to the six operating segments. For the year ended December 31, 2016, amounts also include costs associated with the Progressive Waste acquisition, including direct acquisition expenses, severance-related expenses, excise taxes, share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 and incentive compensation expenses based on the achievement of acquisition synergy goals. For the years ended December 31, 2017 and 2018, amounts also include Progressive Waste integration-related expenses, direct acquisition expenses and share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 . (b) Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. (c) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Note 1. (d) Corporate assets include cash, net deferred tax assets, debt issuance costs, equity investments, and corporate facility leasehold improvements and equipment. (e) Goodwill is included within total assets for each of the Company’s six operating segments. |
Changes in Goodwill by Reportable Segment | The following table shows changes in goodwill during the years ended December 31, 2017 and 2018, by reportable segment: Southern Eastern Western Canada Central E&P Total Balance as of December 31, 2016 $ 1,470,023 $ 533,160 $ 376,537 $ 1,465,274 $ 467,924 $ 77,343 $ 4,390,261 Goodwill acquired 7,510 275,006 20,971 7,127 1,018 - 311,632 Goodwill divested (32,338) (4,354) - - (667) - (37,359) Impairment loss - - - - - (77,343) (77,343) Goodwill adjustment for assets sold 2,205 321 - - - - 2,526 Goodwill adjustment for assets held for sale (11,080) - - - - - (11,080) Impact of changes in foreign currency - - - 103,137 - - 103,137 Balance as of December 31, 2017 1,436,320 804,133 397,508 1,575,538 468,275 - 4,681,774 Goodwill acquired 71,109 339,222 666 153 55,291 - 466,441 Goodwill adjustment for assets sold 10,181 - - - - - 10,181 Impact of changes in foreign currency - - - (126,711) - - (126,711) Balance as of December 31, 2018 $ 1,517,610 $ 1,143,355 $ 398,174 $ 1,448,980 $ 523,566 $ - $ 5,031,685 |
Property and Equipment, Net Relating to Operations | Property and equipment, net relating to operations in the United States and Canada are as follows: December 31, 2018 2017 United States $ 4,516,966 $ 4,082,124 Canada 652,030 738,810 Total $ 5,168,996 $ 4,820,934 |
Reconciliation of Primary Measure of Segment Profitability to Income before Income Tax Provision | A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Consolidated Statements of Net Income is as follows: Years ended December 31, 2018 2017 2016 Southern segment EBITDA $ 276,791 $ 258,560 $ 163,320 Eastern segment EBITDA 299,162 273,942 189,220 Western segment EBITDA 318,401 323,648 315,708 Canada segment EBITDA 261,233 264,693 153,446 Central segment EBITDA 255,648 237,136 208,930 E&P segment EBITDA 129,825 90,597 32,479 Subtotal reportable segments 1,541,060 1,448,576 1,063,103 Unallocated corporate overhead (8,211) (32,501) (119,215) Depreciation (572,708) (530,187) (393,600) Amortization of intangibles (107,779) (102,297) (70,312) Impairments and other operating items (20,118) (156,493) (27,678) Interest expense (132,104) (125,297) (92,709) Interest income 7,170 5,173 602 Other income, net 1,263 3,736 53 Foreign currency transaction gain (loss) (1,433) (2,200) 1,121 Income before income tax provision $ 707,140 $ 508,510 $ 361,365 |
Net Income Per Share Informat_2
Net Income Per Share Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Net Income Per Share Information [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the years ended December 31, 2018, 2017 and 2016: Years Ended December 31, 2018 2017 2016 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 546,871 $ 576,817 $ 246,540 Denominator: Basic shares outstanding 263,650,155 263,682,608 230,325,012 Dilutive effect of equity-based awards 745,463 619,803 756,484 Diluted shares outstanding 264,395,618 264,302,411 231,081,496 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plans [Abstract] | |
Multiemployer Pension Plan | The Company’s participation in multiemployer pension plans is summarized as follows: EIN/Pension Plan Pension Protection Act Zone Status (a) Company Contributions Expiration Date of Plan Name Number/ Registration Number 2018 2017 FIP/RP Status (a),(b) 2018 2017 2016 Collective Bargaining Agreement Western Conference of Teamsters Pension Trust 91-6145047 - 001 Green Green Not applicable $ 4,399 $ 4,191 $ 3,420 12/31/2018 to 9/30/2021 Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan 91-6028571 - 001 Green Green Not applicable 284 275 252 9/30/2019 International Union of Operating Engineers Pension Trust 85512-1 Green as of 4/30/2017 Green as of 9/30/2015 Not applicable 224 219 120 3/31/2020 to 3/31/2021 Multi-Sector Pension Plan 1085653 Green Green Not applicable 191 228 112 12/31/2018 Local 813 Pension Trust Fund 13-1975659 - 001 Critical Critical Implemented 165 158 86 11/30/2019 Midwest Operating Engineers Pension Plan 36-6140097 - 001 Yellow for the plan year ended 3/31/17 Yellow as of 4/1/2016 Implemented 289 207 11 10/31/2020 Suburban Teamsters of Northern Illinois Pension Fund 36-6155778 - 001 Yellow Yellow Implemented 1,569 877 - 1/31/2019 to 2/28/2019 Teamster Local 301 Pension Fund 36-6492992 - 001 Green Green Not applicable 581 489 - 9/30/2018 Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund 36-6042061 - 001 Yellow Yellow Implemented 484 837 - 12/31/2018 IAM National Pension Fund 51-6031295 - 002 Green Green Not applicable 240 215 - 12/31/2018 Local 731, I.B. of T., Private Scavengers and Garage Attendants Pension Trust Fund 36-6513567 - 001 Green as of 10/1/2016 Green as of 10/1/2015 Not applicable 4,600 4,342 - 9/30/2018 $ 13,026 $ 12,038 $ 4,001 ______________________ (a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2018 and 2017 is for the plans’ years ended December 31, 2017 and 2016 , respectively. (b) The “FIP/RP Status” column indicates plans for which a Funding Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) has been implemented. (c) A multiemployer defined benefit pension plan that has been certified as endangered, seriously endangered or critical may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter, until certain conditions are met. The Company was not required to pay a surcharge to these plans during the years ended December 31, 2018 and 2017. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Data [Abstract] | |
Consolidated Quarterly Results of Operations | The following table summarizes the unaudited consolidated quarterly results of operations for 2018: First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 1,140,131 $ 1,239,968 $ 1,281,110 $ 1,261,732 Operating income 188,707 210,688 232,869 199,980 Net income 125,032 138,814 150,766 132,543 Net income attributable to Waste Connections 124,869 138,682 150,843 132,478 Basic income per common share attributable to Waste Connections’ common shareholders 0.47 0.53 0.57 0.50 Diluted income per common share attributable to Waste Connections’ common shareholders 0.47 0.52 0.57 0.50 The following table summarizes the unaudited consolidated quarterly results of operations for 2017: First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 1,091,266 $ 1,175,569 $ 1,206,478 $ 1,157,175 Operating income (loss) 26,404 206,910 218,770 175,014 Net income (loss) 15,020 123,887 123,410 315,128 Net income (loss) attributable to Waste Connections 14,874 123,656 123,227 315,086 Basic income (loss) per common share attributable to Waste Connections’ common shareholders 0.06 0.47 0.47 1.20 Diluted income (loss) per common share attributable to Waste Connections’ common shareholders 0.06 0.47 0.47 1.19 |
Organization, Business and Su_4
Organization, Business and Summary of Significant Accounting Policies (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jan. 02, 2019USD ($) | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2018USD ($)segmentagreement$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 29, 2017 | Dec. 31, 2016USD ($)$ / shares | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | Jan. 01, 2017USD ($) | Jun. 01, 2016USD ($) |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Deferred sales incentives | $ 16,846 | $ 16,296 | ||||||||||||
Sales incentives | $ 16,000 | |||||||||||||
Capitalized contract costs amortization | $ 17,313 | |||||||||||||
Inflation rate for purposes of computing layers for final capping, closure and post-closure obligations | 2.50% | 2.50% | ||||||||||||
Life of Company's owned landfills and landfills operated under life of site operating agreements min range | 1 year | |||||||||||||
Life of Company's owned landfills and landfills operated under life of site operating agreements max range | 157 years | |||||||||||||
Average remaining landfill life based on permitted capacity, projected annual disposal volumes and probable expansion capacity | 29 years | |||||||||||||
Restricted cash | $ 119,412 | $ 119,412 | $ 84,661 | $ 119,412 | ||||||||||
Restricted investments | 47,600 | 47,600 | 47,486 | 47,600 | ||||||||||
Cell processing reserve, current | 2,984 | 2,984 | 2,835 | 2,984 | ||||||||||
Cell processing reserve, noncurrent | 943 | 943 | $ 1,211 | 943 | ||||||||||
Perpetual revenue growth rate | 4.50% | |||||||||||||
Weighted average cost of capital | 6.70% | |||||||||||||
Number of operating segments | segment | 6 | |||||||||||||
Goodwill write-down | 77,343 | |||||||||||||
Goodwill | 4,681,774 | 4,681,774 | $ 4,390,261 | $ 5,031,685 | 4,681,774 | $ 4,390,261 | ||||||||
Forecasts period used for discounted cash flow analyses | 10 years | |||||||||||||
Impairment charges | $ 0 | |||||||||||||
Number of interest rate swap agreements | agreement | 17 | |||||||||||||
Liabilities incurred | $ 15,685 | 14,598 | ||||||||||||
Number of fuel hedge agreements | agreement | 0 | |||||||||||||
Contractual life of warrants | 5 years | |||||||||||||
Share-based compensation expense | $ 43,803 | 39,361 | 44,772 | |||||||||||
Share-based compensation expense, net of taxes | 32,774 | 25,608 | 28,680 | |||||||||||
Advertising costs | 5,029 | 5,047 | 3,960 | |||||||||||
Accrual for self insured liabilities | $ 122,162 | 122,162 | 119,506 | 122,162 | ||||||||||
Self-insurance expense | 146,940 | 141,405 | $ 106,675 | |||||||||||
Net deferred income tax expense (benefit) from enactment of tax reform | (269,804) | $ 5,572 | $ (269,804) | |||||||||||
Statutory income tax rate | 21.00% | 21.00% | 35.00% | 35.00% | 35.00% | |||||||||
Transition Tax obligation | $ 746 | |||||||||||||
Adjustment to income tax expense from Transition Tax | 254 | |||||||||||||
Provisional deferred income tax expense | $ 62,350 | |||||||||||||
Provisional Transition Tax obligation | $ 1,000 | 1,000 | 1,000 | |||||||||||
Deferred income tax expense | 68,779 | |||||||||||||
Excess tax benefit associated with equity based compensation | $ 5,196 | |||||||||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | 13,243 | 13,243 | ||||||||||||
Deferred income taxes | 690,767 | 690,767 | 760,033 | 690,767 | $ 4,058 | |||||||||
Cash used in investing activities, restricted cash | 34,359 | (105,317) | (3,814) | |||||||||||
Adjustment [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Deferred income tax expense | 6,429 | |||||||||||||
Restricted Cash For the Settlement Of Workers' Compensation And Auto Liability Insurance Claims [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Restricted cash | 66,573 | |||||||||||||
Restricted Cash Associated With Other Financial Assurance Requirements [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Restricted cash | 5,763 | |||||||||||||
Restricted investments | $ 2,547 | |||||||||||||
Adjustments for New Accounting Pronouncement [Member] | Scenario, Forecast | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 500 | |||||||||||||
Operating lease liability | 207,300 | |||||||||||||
Operating lease, right-of-use asset | $ 206,700 | |||||||||||||
Reduction of taxes payable | $ 1,100 | |||||||||||||
Officer [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Share-based compensation expense | $ 5,005 | |||||||||||||
Minimum [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Standard customer service agreement period | 1 year | |||||||||||||
Estimated life of relevant customer relationship | 1 year | |||||||||||||
Expected term of related agreements | 1 year | |||||||||||||
Maximum [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Standard customer service agreement period | 3 years | |||||||||||||
Estimated life of relevant customer relationship | 5 years | |||||||||||||
Expected term of related agreements | 56 years | |||||||||||||
Fuel [Member] | Commodity Contract [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Ineffectiveness recognized on hedge | $ 0 | 0 | 0 | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Unrecognized compensation cost related to unvested awards | $ 37,736 | |||||||||||||
Restriced stock unit awards, vesting final year | 2,022 | |||||||||||||
Weighted average remaining vesting period | 1 year 1 month 6 days | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Progressive Waste Plans [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Share-based compensation liability | 10,785 | 10,785 | 15,091 | $ 9,799 | 10,785 | 15,091 | $ 25,925 | |||||||
Unrecognized compensation cost related to unvested awards | $ 2,409 | $ 156 | 2,409 | |||||||||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | Progressive Waste Plans [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Contractual life of warrants | 1 month | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | Progressive Waste Plans [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Award vesting period | 3 years | |||||||||||||
Contractual life of warrants | 2 years 1 month 24 days | |||||||||||||
Performance Shares [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Unrecognized compensation cost related to unvested awards | $ 17,331 | |||||||||||||
Restriced stock unit awards, vesting final year | 2,022 | |||||||||||||
Weighted average remaining vesting period | 1 year 1 month 6 days | |||||||||||||
Performance Shares [Member] | Progressive Waste Plans [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Share-based compensation liability | $ 3,500 | $ 3,500 | $ 3,435 | $ 1,923 | $ 3,500 | $ 3,435 | 7,218 | |||||||
Weighted average share price | $ / shares | $ 71.50 | $ 71.50 | $ 52.79 | $ 73.06 | $ 71.50 | $ 52.79 | ||||||||
Employee Stock Option [Member] | Progressive Waste Plans [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Fair value discount rate | 2.51% | |||||||||||||
Contractual life of warrants | 2 years 6 months | |||||||||||||
Share-based compensation liability | $ 10,751 | $ 10,751 | $ 18,529 | $ 8,812 | $ 10,751 | $ 18,529 | $ 13,022 | |||||||
Employee Stock Option [Member] | Minimum [Member] | Progressive Waste Plans [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Fair value discount rate | 0.92% | 1.75% | ||||||||||||
Contractual life of warrants | 1 year 18 days | 11 months 1 day | ||||||||||||
Employee Stock Option [Member] | Maximum [Member] | Progressive Waste Plans [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Fair value discount rate | 1.66% | 1.92% | ||||||||||||
Contractual life of warrants | 3 years 3 months 18 days | 2 years 3 months 18 days | ||||||||||||
Western [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Goodwill write-down | 0 | $ 0 | 0 | |||||||||||
Goodwill | 397,508 | 397,508 | $ 376,537 | 398,174 | 397,508 | 376,537 | ||||||||
Indefinite-lived intangible asset write-down | 0 | 0 | 0 | |||||||||||
Central [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Goodwill write-down | 0 | 0 | 0 | |||||||||||
Goodwill | 468,275 | 468,275 | 467,924 | 523,566 | 468,275 | 467,924 | ||||||||
Indefinite-lived intangible asset write-down | 0 | 0 | 0 | |||||||||||
Impairment charges | 11,038 | 11,038 | ||||||||||||
Eastern [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Goodwill write-down | 0 | 0 | 0 | |||||||||||
Goodwill | 804,133 | 804,133 | 533,160 | 1,143,355 | 804,133 | 533,160 | ||||||||
Indefinite-lived intangible asset write-down | 0 | 0 | 0 | |||||||||||
Southern [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Goodwill write-down | 0 | 0 | 0 | |||||||||||
Goodwill | 1,436,320 | 1,436,320 | 1,470,023 | 1,517,610 | 1,436,320 | 1,470,023 | ||||||||
Indefinite-lived intangible asset write-down | 0 | 0 | 0 | |||||||||||
Canada [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Goodwill write-down | 0 | 0 | 0 | |||||||||||
Goodwill | 1,575,538 | 1,575,538 | 1,465,274 | 1,448,980 | 1,575,538 | 1,465,274 | ||||||||
Indefinite-lived intangible asset write-down | 0 | 0 | 0 | |||||||||||
New accounting standards, effect of change in revenue | 1,005 | |||||||||||||
Exploration and Production [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Goodwill write-down | $ 77,343 | 77,343 | ||||||||||||
Goodwill | 0 | 0 | $ 77,343 | $ 0 | 0 | 77,343 | $ 77,343 | |||||||
Indefinite-lived intangible asset write-down | 156 | |||||||||||||
Impairment charges | $ 2,653 | |||||||||||||
Fair value discount rate | 11.70% | 12.00% | ||||||||||||
Landfill and Transfer Station [Member] | Minimum [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Standard customer service agreement period | 1 year | |||||||||||||
Landfill and Transfer Station [Member] | Maximum [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Standard customer service agreement period | 10 years | |||||||||||||
Landfills [Member] | ||||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Restricted cash | 10,121 | 10,121 | $ 12,325 | 10,121 | ||||||||||
Restricted investments | $ 45,969 | $ 45,969 | $ 44,939 | $ 45,969 | ||||||||||
Fair value discount rate | 4.75% | 4.75% |
Organization, Business and Su_5
Organization, Business and Summary of Significant Accounting Policies (Total Reported Revenues by Service Line) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from External Customer [Line Items] | |||
Revenues | $ 4,922,941 | $ 4,630,488 | $ 3,375,863 |
Operating Segments [Member] | Solid Waste Collection | |||
Revenue from External Customer [Line Items] | |||
Revenues | 3,410,666 | 3,181,447 | 2,359,813 |
Operating Segments [Member] | Solid Waste Collection | Commercial [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,452,831 | 1,343,590 | 969,619 |
Operating Segments [Member] | Solid Waste Collection | Residential [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,189,148 | 1,130,842 | 874,228 |
Operating Segments [Member] | Solid Waste Collection | Industrial and Construction Roll Off [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 768,687 | 707,015 | 515,966 |
Operating Segments [Member] | Landfills [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,063,243 | 988,092 | 759,586 |
Operating Segments [Member] | Transfer [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 670,129 | 589,883 | 395,824 |
Operating Segments [Member] | Recycling | |||
Revenue from External Customer [Line Items] | |||
Revenues | 92,634 | 161,730 | 92,456 |
Operating Segments [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 256,262 | 203,473 | 132,286 |
Operating Segments [Member] | Intermodal and Other | |||
Revenue from External Customer [Line Items] | |||
Revenues | 139,896 | 146,749 | 106,363 |
Intercompany Revenues [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ (709,889) | $ (640,886) | $ (470,465) |
Organization, Business and Su_6
Organization, Business and Summary of Significant Accounting Policies (Property Plant and Equipment Estimated Useful Lives) (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 10 years |
Buildings [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 20 years |
Leasehold and Land Improvements [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 3 years |
Leasehold and Land Improvements [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 10 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 12 years |
Rolling Stock [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 3 years |
Rolling Stock [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 10 years |
Containers [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 5 years |
Containers [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 12 years |
Organization, Business and Su_7
Organization, Business and Summary of Significant Accounting Policies (Reconciliation of Final Capping, Closure and Post-Closure Liability Balance) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Business and Summary of Significant Accounting Policies [Abstract] | ||
Final capping, closure and post-closure liability at the beginning of the period | $ 237,817 | $ 244,909 |
Adjustments to final capping, closure and post-closure liabilities | (13,045) | (26,393) |
Liabilities incurred | 15,685 | 14,598 |
Accretion expense associated with landfill obligations | 12,777 | 11,673 |
Closure payments | (2,731) | (8,845) |
Assumption of closure liabilities from acquisitions | 4,408 | |
Foreign currency translation adjustment | (3,129) | 1,875 |
Final capping, closure and post-closure liability at the end of the period | $ 251,782 | $ 237,817 |
Organization, Business and Su_8
Organization, Business and Summary of Significant Accounting Policies (Carrying Values and Fair Values of Debt Instruments) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Apr. 02, 2018 | Apr. 20, 2017 | ||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 4,174,693 | $ 3,926,321 | |||
Senior Notes due 2018 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | 50,000 | ||||
Fair value of senior notes | [1] | $ 50,223 | |||
Interest rate of senior notes | 4.00% | 4.00% | 4.00% | ||
Senior note year due | 2,018 | 2,018 | |||
Senior Notes due 2019 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 175,000 | $ 175,000 | |||
Fair value of senior notes | [1] | $ 177,870 | $ 182,547 | ||
Interest rate of senior notes | 5.25% | 5.25% | |||
Senior note year due | 2,019 | 2,019 | |||
Senior Notes due 2021 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 100,000 | $ 100,000 | |||
Fair value of senior notes | [1] | $ 101,292 | $ 104,985 | ||
Interest rate of senior notes | 4.64% | 4.64% | |||
Senior note year due | 2,021 | 2,021 | |||
New Senior Notes due 2021 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 150,000 | $ 150,000 | |||
Fair value of senior notes | [1] | $ 144,305 | $ 146,855 | ||
Interest rate of senior notes | 2.39% | 2.39% | |||
Senior note year due | 2,021 | 2,021 | |||
Senior Notes due 2022 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 125,000 | $ 125,000 | |||
Fair value of senior notes | [1] | $ 120,682 | $ 124,532 | ||
Interest rate of senior notes | 3.09% | 3.09% | |||
Senior note year due | 2,022 | 2,022 | |||
Senior Notes due 2023 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 200,000 | $ 200,000 | |||
Fair value of senior notes | [1] | $ 188,363 | $ 194,660 | ||
Interest rate of senior notes | 2.75% | 2.75% | |||
Senior note year due | 2,023 | 2,023 | |||
Senior Notes due 2024 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 150,000 | $ 150,000 | |||
Fair value of senior notes | [1] | $ 142,877 | $ 149,133 | ||
Interest rate of senior notes | 3.24% | 3.24% | 3.24% | ||
Senior note year due | 2,024 | 2,024 | |||
Senior Notes due 2025 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 375,000 | $ 375,000 | |||
Fair value of senior notes | [1] | $ 355,541 | $ 375,311 | ||
Interest rate of senior notes | 3.41% | 3.41% | |||
Senior note year due | 2,025 | 2,025 | |||
Senior Notes due 2026 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 400,000 | $ 400,000 | |||
Fair value of senior notes | [1] | $ 367,143 | $ 388,760 | ||
Interest rate of senior notes | 3.03% | 3.03% | |||
Senior note year due | 2,026 | 2,026 | |||
Senior Notes due 2027 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 250,000 | $ 250,000 | |||
Fair value of senior notes | [1] | $ 234,243 | $ 250,029 | ||
Interest rate of senior notes | 3.49% | 3.49% | 3.49% | ||
Senior note year due | 2,027 | 2,027 | |||
Senior Notes due 2028 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of senior notes | $ 500,000 | ||||
Fair value of senior notes | [1] | $ 506,100 | |||
Interest rate of senior notes | 4.25% | ||||
Senior note year due | 2,028 | ||||
[1] | Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value is based on quotes of bonds with similar ratings in similar industries. |
Organization, Business and Su_9
Organization, Business and Summary of Significant Accounting Policies (Company's Derivative Instruments of Interest Rate Swaps) (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($) | ||
Interest Rate Swap One [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-04 | |
Notional amount | $ 100,000 | |
Fixed interest rate paid | 1.80% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2014-07 | |
Expiration date | 2019-07 | |
Interest Rate Swap Two [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-05 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 2.344% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2015-10 | |
Expiration date | 2020-10 | |
Interest Rate Swap Three [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-05 | |
Notional amount | $ 25,000 | |
Fixed interest rate paid | 2.326% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2015-10 | |
Expiration date | 2020-10 | |
Interest Rate Swap Four [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-05 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 2.35% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2015-10 | |
Expiration date | 2020-10 | |
Interest Rate Swap Five [Member] | ||
Derivative [Line Items] | ||
Date entered | 2014-05 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 2.35% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2015-10 | |
Expiration date | 2020-10 | |
Interest Rate Swap Six [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-04 | |
Notional amount | $ 100,000 | |
Fixed interest rate paid | 1.00% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2017-02 | |
Expiration date | 2020-02 | |
Interest Rate Swap Seven [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-06 | |
Notional amount | $ 75,000 | |
Fixed interest rate paid | 0.85% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2017-02 | |
Expiration date | 2020-02 | |
Interest Rate Swap Eight [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-06 | |
Notional amount | $ 150,000 | |
Fixed interest rate paid | 0.95% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2018-01 | |
Expiration date | 2021-01 | |
Interest Rate Swap Nine [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-06 | |
Notional amount | $ 150,000 | |
Fixed interest rate paid | 0.95% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2018-01 | |
Expiration date | 2021-01 | |
Interest Rate Swap Ten [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-07 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 0.90% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2018-01 | |
Expiration date | 2021-01 | |
Interest Rate Swap Eleven [Member] | ||
Derivative [Line Items] | ||
Date entered | 2016-07 | |
Notional amount | $ 50,000 | |
Fixed interest rate paid | 0.89% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2018-01 | |
Expiration date | 2021-01 | |
Interest Rate Swap Twelve [Member] | ||
Derivative [Line Items] | ||
Date entered | 2017-08 | |
Notional amount | $ 100,000 | |
Fixed interest rate paid | 1.90% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2019-07 | |
Expiration date | 2022-07 | |
Interest Rate Swap Thirteen [Member] | ||
Derivative [Line Items] | ||
Date entered | 2017-08 | |
Notional amount | $ 200,000 | |
Fixed interest rate paid | 2.20% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2020-10 | |
Expiration date | 2025-10 | |
Interest Rate Swap Fourteen [Member] | ||
Derivative [Line Items] | ||
Date entered | 2017-08 | |
Notional amount | $ 150,000 | |
Fixed interest rate paid | 1.95% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2020-02 | |
Expiration date | 2023-02 | |
Interest Rate Swap Fifteen [Member] | ||
Derivative [Line Items] | ||
Date entered | 2018-06 | |
Notional amount | $ 200,000 | |
Fixed interest rate paid | 2.925% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2020-10 | |
Expiration date | 2025-10 | |
Interest Rate Swap Sixteen [Member] | ||
Derivative [Line Items] | ||
Date entered | 2018-06 | |
Notional amount | $ 200,000 | |
Fixed interest rate paid | 2.925% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2020-10 | |
Expiration date | 2025-10 | |
Interest Rate Swap Seventeen [Member] | ||
Derivative [Line Items] | ||
Date entered | 2018-12 | |
Notional amount | $ 200,000 | |
Fixed interest rate paid | 2.85% | [1] |
Decription of variable rate basis | 1-month LIBOR | |
Effective date | 2022-07 | |
Expiration date | 2027-07 | |
[1] | Plus applicable margin. |
Organization, Business and S_10
Organization, Business and Summary of Significant Accounting Policies (Fair Values of Derivative Instruments Designated as Cash Flow Hedges) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | $ 21,412 | $ 24,255 | |
Derivatives designated as cash flow hedges, liability derivatives | (9,314) | (1,396) | |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (903) | ||
Interest Rate Swap [Member] | Other Long-term Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, liability derivatives | (9,314) | [1] | (493) |
Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | 10,737 | 5,193 | |
Interest Rate Swap [Member] | Other Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | $ 10,675 | 15,182 | |
Fuel [Member] | Commodity Contract [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivatives designated as cash flow hedges, asset derivatives | $ 3,880 | ||
[1] | Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2018 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. |
Organization, Business and S_11
Organization, Business and Summary of Significant Accounting Policies (Impact of Cash Flow Hedges on Results of Operations, Comprehensive Income and Accumulated Other Comprehensive Loss) (Detail) - Cash Flow Hedging - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | $ 1,105 | $ 4,754 | $ 11,555 |
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | (9,071) | 4,174 | 8,546 |
Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | (892) | 3,795 | 9,192 |
Interest Expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | (4,167) | 2,062 | 4,939 |
Cost of Operations [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | (4,904) | 2,112 | 3,607 |
Fuel [Member] | Commodity Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | $ 1,997 | $ 959 | $ 2,363 |
[1] | In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and fuel hedges have been recorded in equity as a component of AOCIL. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in AOCIL. Because changes in the actual price of diesel fuel and changes in the DOE index price do not offset exactly each reporting period, the Company assesses whether the fuel hedges are highly effective using the cumulative dollar offset approach. | |||
[2] | Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company's hedged debt. | |||
[3] | Amounts reclassified from AOCIL into earnings related to realized gains and losses on the fuel hedges are recognized when settlement payments or receipts occur related to the hedge contracts, which correspond to when the underlying fuel is consumed. |
Organization, Business and S_12
Organization, Business and Summary of Significant Accounting Policies (Fair Value Assumptions) (Details) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected remaining life | 5 years | ||
Progressive Waste Plans [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Annual dividend rate | 0.92% | ||
Progressive Waste Plans [Member] | Employee Stock Option [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected remaining life | 2 years 6 months | ||
Share volatility | 14.86% | ||
Share volatility, minimum | 10.35% | 12.09% | |
Share volatility, maximum | 32.92% | 26.07% | |
Discount rate | 2.51% | ||
Annual dividend rate | 0.92% | 0.86% | 0.79% |
Minimum [Member] | Progressive Waste Plans [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected remaining life | 1 month | ||
Minimum [Member] | Progressive Waste Plans [Member] | Employee Stock Option [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected remaining life | 1 year 18 days | 11 months 1 day | |
Discount rate | 0.92% | 1.75% | |
Maximum [Member] | Progressive Waste Plans [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected remaining life | 2 years 1 month 24 days | ||
Maximum [Member] | Progressive Waste Plans [Member] | Employee Stock Option [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected remaining life | 3 years 3 months 18 days | 2 years 3 months 18 days | |
Discount rate | 1.66% | 1.92% |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jun. 02, 2016USD ($)shares | Jun. 30, 2016USD ($) | Dec. 31, 2018USD ($)customer | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | May 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)customerentity | Dec. 31, 2017USD ($)entity | Sep. 30, 2017 | Dec. 31, 2016USD ($)customerentity | Jan. 31, 2017entity | Jun. 01, 2016USD ($)$ / shares |
Business Acquisition [Line Items] | ||||||||||||||||||
Cash consideration, net of cash acquired | $ 830,091 | $ 410,695 | $ 17,131 | |||||||||||||||
Contingent considerations | $ 47,285 | 47,285 | ||||||||||||||||
Acquisition related costs | $ 8,607 | $ 5,700 | ||||||||||||||||
Number of individual businesses acquired that are not specifically described | entity | 19 | 13 | ||||||||||||||||
Payment of contingent consideration recorded at acquisition date | $ 6,127 | $ 17,158 | 16,322 | |||||||||||||||
Revenues | $ 1,261,732 | $ 1,281,110 | $ 1,239,968 | $ 1,140,131 | 1,157,175 | $ 1,206,478 | $ 1,175,569 | $ 1,091,266 | 4,922,941 | 4,630,488 | 3,375,863 | |||||||
Income before income tax provision | 707,140 | 508,510 | 361,365 | |||||||||||||||
Impairments and other operating items | 20,118 | 156,493 | 27,678 | |||||||||||||||
Goodwill expected to be deductible for tax purposes | 455,283 | 62,887 | 455,283 | 62,887 | ||||||||||||||
Trade receivables acquired in business combination gross contractual amount | 27,795 | 20,746 | 27,795 | 20,746 | ||||||||||||||
Trade receivables acquired In business combination expected to be uncollectible amount | $ 4,113 | $ 1,518 | $ 4,113 | 1,518 | ||||||||||||||
Fair value of acquired working capital is provisional | entity | 7 | |||||||||||||||||
American Disposal Services, Inc. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Revenues | $ 175,000 | |||||||||||||||||
Number of customers | customer | 400,000 | 400,000 | ||||||||||||||||
Progressive Waste Solutions Ltd. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent consideration payable period | 1 year | |||||||||||||||||
Issuance of common shares to acquire Progressive Waste, shares | shares | 78,218,878 | |||||||||||||||||
Closing price per share | $ / shares | $ 44.79 | |||||||||||||||||
Fair value discount rate | 2.00% | |||||||||||||||||
Acquisition related costs | 31,408 | |||||||||||||||||
Contingent payable fair value | $ 10,452 | |||||||||||||||||
Revenues | $ 826,886 | $ 1,184,965 | ||||||||||||||||
Income before income tax provision | 79,470 | 155,832 | ||||||||||||||||
Impairments and other operating items | $ 57,362 | 9,631 | ||||||||||||||||
Goodwill expected to be deductible for tax purposes | $ 303,594 | |||||||||||||||||
Trade receivables acquired in business combination gross contractual amount | 239,212 | |||||||||||||||||
Trade receivables acquired In business combination expected to be uncollectible amount | $ 7,503 | |||||||||||||||||
Progressive Waste Solutions Ltd. [Member] | Maximum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent payable fair value | $ 5,000 | |||||||||||||||||
Other Acquisition [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Acquisition related costs | $ 1,968 | |||||||||||||||||
Number of immaterial businesses acquired in period | entity | 12 | |||||||||||||||||
Goodwill expected to be deductible for tax purposes | 6,820 | $ 6,820 | ||||||||||||||||
Trade receivables acquired in business combination gross contractual amount | 1,316 | 1,316 | ||||||||||||||||
Trade receivables acquired In business combination expected to be uncollectible amount | 483 | 483 | ||||||||||||||||
One Acquisition [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent consideration payable period | 3 years | |||||||||||||||||
Contingent considerations | $ 11,593 | $ 11,593 | ||||||||||||||||
Fair value discount rate | 2.70% | |||||||||||||||||
One Acquisition [Member] | Maximum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent considerations | $ 12,582 | $ 12,582 | ||||||||||||||||
Groot Industries, Inc. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Revenues | $ 200,000 | |||||||||||||||||
Number of customers served by company acquired | customer | 300,000 | |||||||||||||||||
Number of transfer stations acquired | entity | 6 | |||||||||||||||||
Number of recycling facilities acquired | entity | 1 | |||||||||||||||||
Number of collection operations acquired | entity | 7 | |||||||||||||||||
Debt [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Liabilities incurred | 210,461 | $ 56,958 | ||||||||||||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Liabilities incurred | $ 1,729,274 | $ 1,729,274 | ||||||||||||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | Credit Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Liabilities incurred | 1,659,465 | |||||||||||||||||
Tax-Exempt Bonds [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Liabilities incurred | 64,000 | $ 64,000 | ||||||||||||||||
Other Long-term Liabilities [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Liabilities incurred | $ 5,809 |
Acquisitions (Summary of Consid
Acquisitions (Summary of Consideration Transferred to Acquire Businesses and Amounts of Identifiable Assets Acquired, Liabilities Assumed and Noncontrolling Interests) (Detail) - USD ($) $ in Thousands | Jun. 02, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair value of consideration transferred: | ||||
Cash | $ 830,091 | $ 410,695 | ||
Notes issued to sellers | 13,460 | |||
Fair value of operations exchanged | 81,097 | |||
Working capital settlements receivable | (8,507) | |||
Consideration transferred | 1,032,045 | 562,210 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Accounts receivable | 23,682 | 19,228 | ||
Prepaid expenses and other current assets | 4,614 | 10,722 | ||
Property and equipment | 437,914 | 169,433 | ||
Indefinite-lived intangibles | 5,830 | |||
Other noncurrent assets | 19 | 3,052 | ||
Deferred revenue | (16,238) | (6,883) | ||
Other long-term liabilities | (15,532) | (1,080) | ||
Deferred income taxes | (391) | (50,283) | ||
Total identifiable net assets | 565,604 | 250,578 | ||
Goodwill | 466,441 | 311,632 | ||
Accounts Payable and Accrued Liabilities [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Accounts payable and accrued liabilities | (25,005) | (12,020) | ||
Debt [Member] | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred | 210,461 | 56,958 | ||
Contingent Consideration [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Other long-term liabilities | (11,669) | (2,885) | ||
Other Acquisition [Member] | ||||
Fair value of consideration transferred: | ||||
Cash | $ 17,131 | |||
Consideration transferred | 17,131 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Accounts receivable | 833 | |||
Prepaid expenses and other current assets | 477 | |||
Property and equipment | 4,735 | |||
Other noncurrent assets | 261 | |||
Deferred revenue | (659) | |||
Total identifiable net assets | 10,311 | |||
Goodwill | 6,820 | |||
Other Acquisition [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Accounts payable and accrued liabilities | (2,867) | |||
Other Acquisition [Member] | Contingent Consideration [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Other long-term liabilities | (977) | |||
Progressive Waste Solutions Ltd. [Member] | ||||
Fair value of consideration transferred: | ||||
Shares issued | 3,503,162 | |||
Consideration transferred | 5,232,436 | |||
Less: cash acquired | (70,769) | |||
Net fair value of consideration transferred | 5,161,667 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Accounts receivable | 231,709 | |||
Prepaid expenses and other current assets | 28,623 | |||
Property and equipment | 2,063,011 | |||
Other noncurrent assets | 4,491 | |||
Deferred revenue | (35,635) | |||
Other long-term liabilities | (185,774) | |||
Deferred income taxes | (329,552) | |||
Total identifiable net assets | 2,138,082 | |||
Goodwill | 3,023,585 | |||
Progressive Waste Solutions Ltd. [Member] | Restricted Assets [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Other noncurrent assets | 11,550 | |||
Progressive Waste Solutions Ltd. [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Accounts payable and accrued liabilities | (264,992) | |||
Progressive Waste Solutions Ltd. [Member] | Debt [Member] | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred | $ 1,729,274 | 1,729,274 | ||
Progressive Waste Solutions Ltd. [Member] | Contingent Consideration [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Other long-term liabilities | (19,412) | |||
Long-Term Franchise Agreements and Contracts [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Intangibles | 10,888 | 54,674 | ||
Contracts [Member] | Progressive Waste Solutions Ltd. [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Intangibles | 223,885 | |||
Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Intangibles | 133,387 | 33,529 | ||
Customer Lists [Member] | Other Acquisition [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Intangibles | $ 8,508 | |||
Customer Lists [Member] | Progressive Waste Solutions Ltd. [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Intangibles | 191,679 | |||
Permits and Other [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Intangibles | 23,935 | $ 27,261 | ||
Other Intangibles | Progressive Waste Solutions Ltd. [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Intangibles | $ 218,499 |
Acquisitions (Pro Forma Results
Acquisitions (Pro Forma Results of Operations) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Acquisitions [Abstract] | |
Total revenue | $ | $ 4,184,871 |
Net income | $ | $ 350,228 |
Basic income per share | $ / shares | $ 2 |
Diluted income per share | $ / shares | $ 1.99 |
Assets Held for Sale (Narrative
Assets Held for Sale (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Gain or loss recognized on assets held for sale | $ 6,257 | $ 53,471 | ||
Southern [Member] | ||||
Cash and non-cash consideration received for divestiture | $ 2,000 | |||
Gain or loss recognized on assets held for sale | $ 5,990 | |||
Eastern and Southern [Member] | ||||
Cash and non-cash consideration received for divestiture | $ 104,065 |
Assets Held for Sale (Assets an
Assets Held for Sale (Assets and Liabilities Held for Sale) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Current assets held for sale: | |
Cash and equivalents | $ 192 |
Accounts receivable | 1,185 |
Other current assets | 219 |
Current assets held for sale | 1,596 |
Long-term assets held for sale: | |
Property and equipment | 12,623 |
Other assets | 2 |
Long-term assets held for sale | 12,625 |
Current liabilities held for sale: | |
Accounts payable | 804 |
Accrued liabilities | 215 |
Deferred revenue | 1,136 |
Current liabilities held for sale | $ 2,155 |
Intangible Assets, Net (Narrati
Intangible Assets, Net (Narrative) (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Franchise Agreements and Contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 16 years 3 months 18 days |
Customer Lists [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 10 years |
Permits and Other [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 40 years |
Intangible Assets, Net (Intangi
Intangible Assets, Net (Intangible Assets Exclusive of Goodwill) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 1,346,048 | $ 1,204,960 |
Intangible assets, exclusive of goodwill, gross | 1,606,777 | 1,465,689 |
Finite-lived intangible assets, accumulated amortization | (439,642) | (339,746) |
Intangible assets, accumulated impairment | (38,507) | (38,507) |
Finite-lived intangible assets, net carrying amount | 906,406 | 865,214 |
Intangible assets, net, exclusive of goodwill | 1,128,628 | 1,087,436 |
Indefinite-lived intangible assets, gross carrying amount | 260,729 | 260,729 |
Indefinite-lived intangible assets | 222,222 | 222,222 |
Solid Waste Collection and Transportation Permits | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 158,591 | 158,591 |
Indefinite-lived intangible assets | 158,591 | 158,591 |
Material Recycling Facility Permits | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 42,283 | 42,283 |
Indefinite-lived intangible assets | 42,283 | 42,283 |
Exploration and Production Facility Permits | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated impairment | (38,507) | (38,507) |
Indefinite-lived intangible assets, gross carrying amount | 59,855 | 59,855 |
Indefinite-lived intangible assets | 21,348 | 21,348 |
Long-term Franchise Agreements and Contracts | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 476,833 | 481,293 |
Finite-lived intangible assets, accumulated amortization | (157,986) | (123,591) |
Finite-lived intangible assets, net carrying amount | 318,847 | 357,702 |
Customer Lists [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 530,614 | 405,683 |
Finite-lived intangible assets, accumulated amortization | (232,461) | (180,440) |
Finite-lived intangible assets, net carrying amount | 298,153 | 225,243 |
Permits and Other [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 338,601 | 317,984 |
Finite-lived intangible assets, accumulated amortization | (49,195) | (35,715) |
Finite-lived intangible assets, net carrying amount | $ 289,406 | $ 282,269 |
Intangible Assets, Net (Estimat
Intangible Assets, Net (Estimated Future Amortization Expense of Amortizable Intangible Assets) (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2019 | $ 119,602 |
For the year ending December 31, 2020 | 105,744 |
For the year ending December 31, 2021 | 92,588 |
For the year ending December 31, 2022 | 79,339 |
For the year ending December 31, 2023 | $ 67,236 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 12,623 | ||
Landfill Site Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Landfill depletion expense | $ 206,404 | $ 196,314 | $ 143,940 |
Property and Equipment, Net (Pr
Property and Equipment, Net (Property and Equipment) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 8,052,089 | $ 7,194,006 |
Less accumulated depreciation and depletion | (2,883,093) | (2,373,072) |
Property and equipment net | 5,168,996 | 4,820,934 |
Landfill Site Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 3,981,870 | 3,606,427 |
Rolling Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,736,673 | 1,507,905 |
Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 963,903 | 867,941 |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 682,990 | 587,799 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 660,961 | 590,048 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 25,692 | $ 33,886 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities [Abstract] | ||
Insurance claims | $ 119,506 | $ 122,162 |
Payroll and payroll-related | 87,136 | 86,436 |
Interest payable | 16,971 | 15,595 |
Share-based compensation plan liability - current portion | 6,209 | 4,407 |
Environmental remediation reserve - current portion | 3,592 | 2,315 |
Cell processing reserve - current portion | 2,835 | 2,984 |
Unrealized cash flow hedge losses | 903 | |
Other | 53,295 | 43,237 |
Accrued liabilities | $ 289,544 | 278,039 |
Current liabilities held for sale | $ 215 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Detail) - USD ($) | Sep. 04, 2018 | Apr. 02, 2018 | Jun. 02, 2016 | Apr. 02, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2018 | Apr. 20, 2017 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 4,174,693,000 | $ 3,926,321,000 | ||||||||
Cash and equivalents | 319,305,000 | 433,815,000 | ||||||||
Cash and cash equivalents | $ 168,476,000 | 403,966,000 | 553,227,000 | $ 21,254,000 | ||||||
Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 3,200,000,000 | |||||||||
Covenant decription | as of the last day of each fiscal quarter, the ratio of (a) (i) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date less (ii) the sum of cash and cash equivalents of the Company and its subsidiaries on a dollar-for-dollar basis as of such date in excess of $50,000 up to a maximum of $200,000 (such that the maximum amount of reduction pursuant to this calculation does not exceed $150,000) to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months (the "Leverage Ratio"), to not more than 3.50 to 1.00 (or 3.75 to 1.00 during material acquisition periods, subject to certain limitations). The Credit Agreement also includes a financial covenant requiring the ratio of Consolidated EBIT (as defined in the Credit Agreement) to Consolidated Total Interest Expense (as defined in the Credit Agreement), in each case, measured for the preceding 12 months, (the "Interest Coverage Ratio") to be not less than 2.75 to 1.00. | |||||||||
Covenant compliance | As of December 31, 2018 and 2017, the Company was in compliance with all applicable covenants in the Credit Agreement and the 2016 Credit Agreement, respectively. | |||||||||
Maturity date | Mar. 21, 2023 | |||||||||
Credit Agreement [Member] | Letter of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 320,000,000 | |||||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | 1,562,500,000 | |||||||||
Long term debt | 481,610,000 | 192,101,000 | ||||||||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | 1,637,500,000 | |||||||||
Repayment of principal for term loan facility | $ 400,000,000 | |||||||||
Credit Agreement [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Required interest coverage ratio | 2.75 | |||||||||
Credit Agreement [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Required leverage ratio during material acquisition period | 3.75 | |||||||||
Required leverage ratio | 3.50 | |||||||||
Credit Agreement [Member] | Maximum [Member] | Swing Line Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Swing line loans | $ 75,000,000 | |||||||||
2016 Master Note Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum limit of aggregate principal amount of notes outstanding | $ 1,500,000,000 | |||||||||
2016 Master Note Purchase Agreement [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Required interest coverage ratio | 2.75 | |||||||||
2016 Master Note Purchase Agreement [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Required leverage ratio | 3.75 | |||||||||
Assumed 2008 Note Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum limit of aggregate principal amount of notes outstanding | 1,250,000,000 | |||||||||
Aggregate principal amount | $ 775,000,000 | |||||||||
Assumed 2008 Note Purchase Agreement [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Required interest coverage ratio | 2.75 | |||||||||
Assumed 2008 Note Purchase Agreement [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Required leverage ratio | 3.75 | |||||||||
Tax-Exempt Bonds [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 15,930,000 | 95,430,000 | ||||||||
Tax-Exempt Bonds [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liabilities incurred | $ 64,000,000 | |||||||||
Notes Payable to Sellers and Other Third Parties [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 14,653,000 | 26,290,000 | ||||||||
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 2.75% | |||||||||
Notes Payable to Sellers and Other Third Parties [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 24.81% | |||||||||
Senior Notes [Member] | 2016 Master Note Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 9,011,000 | |||||||||
Covenant compliance | As of December 31, 2018 and 2017, the Company was in compliance with all applicable covenants in the 2016 NPA. | |||||||||
Aggregate principal amount | $ 1,150,000,000 | |||||||||
Senior Notes [Member] | Assumed 2008 Note Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 3,863,000 | |||||||||
Covenant compliance | As of December 31, 2018 and 2017, the Company was in compliance with all applicable covenants in the Assumed 2008 NPA. | |||||||||
Senior Notes [Member] | 2017A Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 400,000,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2018 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 50,000,000 | |||||||||
Senior note year due | 2,018 | 2,018 | ||||||||
Maturity date | Apr. 1, 2018 | |||||||||
Interest rate | 4.00% | 4.00% | 4.00% | 4.00% | ||||||
Maturity of senior debt | $ 50,000,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2019 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 175,000,000 | $ 175,000,000 | ||||||||
Senior note year due | 2,019 | 2,019 | ||||||||
Interest rate | 5.25% | 5.25% | ||||||||
Senior Notes [Member] | Senior Notes due 2021 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 100,000,000 | $ 100,000,000 | ||||||||
Senior note year due | 2,021 | 2,021 | ||||||||
Interest rate | 4.64% | 4.64% | ||||||||
Senior Notes [Member] | New Senior Notes due 2021 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 150,000,000 | $ 150,000,000 | ||||||||
Senior note year due | 2,021 | 2,021 | ||||||||
Maturity date | Jun. 1, 2021 | |||||||||
Interest rate | 2.39% | 2.39% | ||||||||
Senior Notes [Member] | Senior Notes due 2022 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 125,000,000 | $ 125,000,000 | ||||||||
Senior note year due | 2,022 | 2,022 | ||||||||
Interest rate | 3.09% | 3.09% | ||||||||
Senior Notes [Member] | Senior Notes due 2023 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 200,000,000 | $ 200,000,000 | ||||||||
Senior note year due | 2,023 | 2,023 | ||||||||
Maturity date | Jun. 1, 2023 | |||||||||
Interest rate | 2.75% | 2.75% | ||||||||
Senior Notes [Member] | Senior Notes due 2024 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 150,000,000 | $ 150,000,000 | ||||||||
Senior note year due | 2,024 | 2,024 | ||||||||
Maturity date | Apr. 20, 2024 | |||||||||
Interest rate | 3.24% | 3.24% | 3.24% | |||||||
Aggregate principal amount | $ 150,000,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2025 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 375,000,000 | $ 375,000,000 | ||||||||
Senior note year due | 2,025 | 2,025 | ||||||||
Interest rate | 3.41% | 3.41% | ||||||||
Senior Notes [Member] | Senior Notes due 2026 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 400,000,000 | $ 400,000,000 | ||||||||
Senior note year due | 2,026 | 2,026 | ||||||||
Maturity date | Jun. 1, 2026 | |||||||||
Interest rate | 3.03% | 3.03% | ||||||||
Senior Notes [Member] | Senior Notes due 2027 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 250,000,000 | $ 250,000,000 | ||||||||
Senior note year due | 2,027 | 2,027 | ||||||||
Maturity date | Apr. 20, 2027 | |||||||||
Interest rate | 3.49% | 3.49% | 3.49% | |||||||
Aggregate principal amount | $ 250,000,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2028 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 500,000,000 | |||||||||
Debt issuance costs | $ 5,052,000 | |||||||||
Senior note year due | 2,028 | |||||||||
Interest rate | 4.25% | |||||||||
Term Loan Facility [Member] | Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 1,237,500,000 | $ 1,637,500,000 | ||||||||
Term Loan Facility [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility maximum increase to borrowing capacity | 500,000,000 | |||||||||
Maximum amount of increase in commitments under the credit agreement | $ 3,700,000,000 | |||||||||
Tax-Exempt Bonds [Member] | PA IRB Facility Bond [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Nov. 1, 2028 | |||||||||
Redeemed aggregate principal amount of notes | 35,000,000 | |||||||||
Tax-Exempt Bonds [Member] | Mission Economic Development Corporation IRB Bond [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redeemed aggregate principal amount of notes | $ 24,000,000 | |||||||||
Tax-Exempt Bonds [Member] | 2009 Seneca IRB Facility Bond [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity date | Dec. 31, 2039 | |||||||||
Redeemed aggregate principal amount of notes | $ 5,000,000 | |||||||||
Tax-Exempt Bonds [Member] | West Vally Tax-Exempt Bond [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 15,500,000 | |||||||||
Other Assets [Member] | Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepaid expense, debt issuance costs | $ 5,182,000 | |||||||||
Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liabilities incurred | 210,461,000 | 56,958,000 | ||||||||
Debt [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liabilities incurred | 1,729,274,000 | 1,729,274,000 | ||||||||
Debt [Member] | Credit Agreement [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liabilities incurred | 1,659,465,000 | |||||||||
Debt [Member] | Prior Credit Agreement [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liabilities incurred | 1,659,465,000 | |||||||||
Tax-Exempt Bonds [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liabilities incurred | 64,000,000 | $ 64,000,000 | ||||||||
Other Long-term Liabilities [Member] | Progressive Waste Solutions Ltd. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liabilities incurred | $ 5,809,000 | |||||||||
Credit Agreement Covenant [Member] | Credit Agreement [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Cash and equivalents | 50,000,000 | |||||||||
Credit Agreement Covenant [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Cash and equivalents | 200,000,000 | |||||||||
Credit Agreement Covenant [Member] | Other Assets [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Cash and equivalents | $ 150,000,000 | |||||||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin rate for loans | 0.00% | |||||||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin rate for loans | 0.50% | |||||||||
LIBOR [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 357,000,000 | |||||||||
Margin rate for loans | 1.10% | |||||||||
Interest rate applicable | 3.62% | |||||||||
LIBOR [Member] | Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 1,237,500,000 | $ 1,637,500,000 | ||||||||
Margin rate for loans | 1.10% | 1.20% | ||||||||
Interest rate applicable | 3.62% | 2.77% | ||||||||
LIBOR [Member] | Drawing Fees for Bankers Acceptance and BA Equivalent Notes and Letter of Credit [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin rate for loans | 1.00% | |||||||||
LIBOR [Member] | Drawing Fees for Bankers Acceptance and BA Equivalent Notes and Letter of Credit [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin rate for loans | 1.50% | |||||||||
Canadian Prime Rate [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 16,739,000 | |||||||||
Margin rate for loans | 0.25% | |||||||||
Interest rate applicable | 3.45% | |||||||||
Canadian Bankers Acceptance Loan [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 124,610,000 | $ 175,362,000 | ||||||||
Margin rate for loans | 1.10% | 1.20% | ||||||||
Interest rate applicable | 3.40% | 2.64% |
Long-Term Debt (Long-Term Debt)
Long-Term Debt (Long-Term Debt) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Apr. 02, 2018 | Dec. 31, 2017 | Apr. 20, 2017 | |
Debt Instrument [Line Items] | ||||
Total debt | $ 4,174,693 | $ 3,926,321 | ||
Less - current portion | (1,786) | (11,659) | ||
Less - debt issuance costs | (19,442) | (15,090) | ||
Long-term debt and notes payable | 4,153,465 | 3,899,572 | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 481,610 | 192,101 | ||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 1,237,500 | 1,637,500 | ||
Senior Notes due 2018 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 50,000 | |||
Interest rate | 4.00% | 4.00% | 4.00% | |
Senior Notes due 2019 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 175,000 | $ 175,000 | ||
Interest rate | 5.25% | 5.25% | ||
Senior Notes due 2021 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 100,000 | $ 100,000 | ||
Interest rate | 4.64% | 4.64% | ||
New Senior Notes due 2021 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 150,000 | $ 150,000 | ||
Interest rate | 2.39% | 2.39% | ||
Senior Notes due 2022 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 125,000 | $ 125,000 | ||
Interest rate | 3.09% | 3.09% | ||
Senior Notes due 2023 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 200,000 | $ 200,000 | ||
Interest rate | 2.75% | 2.75% | ||
Senior Notes due 2024 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 150,000 | $ 150,000 | ||
Interest rate | 3.24% | 3.24% | 3.24% | |
Senior Notes due 2025 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 375,000 | $ 375,000 | ||
Interest rate | 3.41% | 3.41% | ||
Senior Notes due 2026 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 400,000 | $ 400,000 | ||
Interest rate | 3.03% | 3.03% | ||
Senior Notes due 2027 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 250,000 | $ 250,000 | ||
Interest rate | 3.49% | 3.49% | 3.49% | |
Senior Notes due 2028 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 500,000 | |||
Interest rate | 4.25% | |||
Tax-Exempt Bonds [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 15,930 | $ 95,430 | ||
Notes Payable to Sellers and Other Third Parties [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 14,653 | $ 26,290 | ||
Debt, maturity date range, start | 2,019 | |||
Debt, maturity date range, end | 2,036 | |||
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.75% | |||
Notes Payable to Sellers and Other Third Parties [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 24.81% |
Long-Term Debt (Details of the
Long-Term Debt (Details of the Company's Credit Agreement) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Long-term Debt | $ 4,174,693 | $ 3,926,321 |
Revolving Credit Facility [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Available | $ 955,779 | $ 1,149,813 |
Commitment - rate applicable | 0.12% | 0.15% |
Long-term Debt | $ 481,610 | $ 192,101 |
Letter of Credit [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Letter of credit | $ 125,111 | $ 220,586 |
LIBOR [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 3.62% | |
Margin rate for loans | 1.10% | |
Long-term Debt | $ 357,000 | |
LIBOR [Member] | Term Loan Facility [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 3.62% | 2.77% |
Margin rate for loans | 1.10% | 1.20% |
Long-term Debt | $ 1,237,500 | $ 1,637,500 |
Canadian Prime Rate [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 3.45% | |
Margin rate for loans | 0.25% | |
Long-term Debt | $ 16,739 | |
Canadian Bankers Acceptance Loan [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 3.40% | 2.64% |
Margin rate for loans | 1.10% | 1.20% |
Long-term Debt | $ 124,610 | $ 175,362 |
Long-Term Debt (Tax-Exempt Bond
Long-Term Debt (Tax-Exempt Bond Financings) (Detail) - Tax-Exempt Bonds [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Outstanding balance of bonds | $ 15,930 | $ 95,430 |
Outstanding standby letters of credit | $ 16,126 | |
West Valley Bond | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Maturity date of bond | Aug. 1, 2018 | |
Outstanding balance of bonds | 15,500 | |
Lemay Washington Bond [Member] | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Interest rate on bond at December 31, 2018 | 1.79% | |
Maturity date of bond | Apr. 1, 2033 | |
Outstanding balance of bonds | $ 15,930 | 15,930 |
Outstanding standby letters of credit | $ 16,126 | |
PA IRB Facility Bond [Member] | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Maturity date of bond | Nov. 1, 2028 | |
Outstanding balance of bonds | 35,000 | |
TX IRB Facility Bond [Member] | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Maturity date of bond | Apr. 1, 2022 | |
Outstanding balance of bonds | 24,000 | |
2009 Seneca IRB Facility Bond [Member] | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Maturity date of bond | Dec. 31, 2039 | |
Outstanding balance of bonds | $ 5,000 |
Long-Term Debt (Aggregate Contr
Long-Term Debt (Aggregate Contractual Future Principal Payments by Calendar Year on Long-Term Debt) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-Term Debt [Abstract] | ||
2,019 | $ 1,786 | |
2,020 | 1,380 | |
2,021 | 255,093 | |
2,022 | 126,451 | |
2,023 | 2,094,770 | |
Thereafter | 1,695,213 | |
Total debt | $ 4,174,693 | $ 3,926,321 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Narrative) (Detail) | Dec. 31, 2017$ / gal |
Fair Value of Financial Instruments [Abstract] | |
Minimum range of DOE index curve used in DCF model | 2.95 |
Maximum range of DOE index curve used in DCF model | 3 |
Weighted average DOE index curve used in DCF model | 2.96 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ (47,285) | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (47,285) | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash and investments | $ 131,422 | 165,592 |
Contingent consideration | (54,615) | |
Fair Value, Measurements, Recurring | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 12,098 | 18,979 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash and investments | 131,422 | 165,592 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 12,098 | 18,979 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ (54,615) | |
Fuel [Member] | Fair Value, Measurements, Recurring | Commodity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 3,880 | |
Fuel [Member] | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Commodity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | $ 3,880 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Change in Fair Value for Level 3 Derivatives) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value of Financial Instruments [Abstract] | ||
Beginning balance | $ 3,880 | $ (264) |
Realized losses (gains) included in earnings | (6,531) | 2,818 |
Unrealized gains included in AOCIL | $ 2,651 | 1,326 |
Ending balance | $ 3,880 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Fair Value for Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Beginning balance | $ 47,285 | $ 51,826 | |
Contingent consideration recorded at acquisition date | 11,669 | 2,885 | |
Payment of contingent consideration recorded at acquisition date | (6,127) | (17,158) | |
Payment of contingent consideration recorded in earnings | (11) | (10,012) | |
Adjustments to contingent consideration | 349 | 17,754 | $ (2,623) |
Interest accretion expense | 1,756 | 1,746 | |
Ending balance | 54,615 | 47,285 | $ 51,826 |
Foreign Currency Translation Adjustment [Member] | |||
Foreign currency translation adjustment | $ (306) | $ 244 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Detail) gal in Millions, T in Millions | Aug. 10, 2018USD ($) | Mar. 06, 2018USD ($) | Jul. 31, 2018USD ($) | Jul. 25, 2017USD ($) | Dec. 31, 2018USD ($)agreementgal | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)T | Sep. 30, 2014USD ($) | Jan. 05, 2017USD ($) | Dec. 31, 2014USD ($) |
Contingencies And Commitments [Line Items] | ||||||||||
Amount of surety bonds to secure asset closure and retirement requirements | $ 619,830,000 | $ 609,561,000 | ||||||||
Amount of surety bonds to secure performance under collection contracts and landfill operating agreements | $ 357,820,000 | 281,459,000 | ||||||||
Percentage of interest in company that issues financial surety bonds | 9.90% | |||||||||
Outstanding amount of financial surety bonds | $ 381,770,000 | 410,280,000 | ||||||||
Environmental remediation reserve - current portion | 3,592,000 | 2,315,000 | ||||||||
Environmental remediation reserve-Non-current portion | 18,362,000 | 19,368,000 | ||||||||
Total costs accrued as of the balance sheet date for legal settlement loss contingencies | $ 11,043,000 | |||||||||
Unrecorded unconditional purchase obligation, remaining volume | gal | 37 | |||||||||
Purchase commitment | $ 96,397,000 | |||||||||
Number of collective bargaining agreements expired or set to expire | agreement | 30 | |||||||||
Estimated clean up costs | $ 342,000,000 | |||||||||
Solid Waste Management Fee Enforcement Order [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Loss contingency amount sought | $ 5,100,000 | |||||||||
Bridge and Thoroughfare Fee [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Loss contingency amount sought | $ 83,000 | $ 11,600,000 | ||||||||
Fee paid | $ 11,600,000 | |||||||||
Noncompliance fee | $ 750 | |||||||||
Monthly payment estimate | 11,600,000 | |||||||||
Florida Default Judgment [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Total costs accrued as of the balance sheet date for legal settlement loss contingencies | $ 11,043,000 | |||||||||
Facilities [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Total rent expense under operating leases | 30,767,000 | 29,016,000 | $ 23,527,000 | |||||||
Equipment [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Total rent expense under operating leases | 11,879,000 | $ 14,367,000 | $ 12,132,000 | |||||||
Chiquita Canyon LLC [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Annual tons of waste accepted at landfill | T | 3 | |||||||||
Estimate of total new fees and other new taxes over life of conditional use permit | $ 300,000,000 | |||||||||
Environmental Remediation Expense | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Estimated period to implement clean-up | seven years | |||||||||
Required period of monitoring following the clean-up | 10 years | |||||||||
Penalties and Fees [Member] | Solid Waste Management Fee Enforcement Order [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Loss contingency amount sought | $ 5,515,000 | |||||||||
Penalties [Member] | Solid Waste Management Fee Enforcement Order [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Loss contingency amount sought | $ 3,079,000 | |||||||||
Penalties [Member] | Bridge and Thoroughfare Fee [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Fee paid | 83,000 | |||||||||
Monthly payment estimate | 83,000 | |||||||||
Fees [Member] | Bridge and Thoroughfare Fee [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Fee paid | 750 | |||||||||
Monthly payment estimate | $ 750 | |||||||||
Progressive Waste [Member] | Florida Default Judgment [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Estimated loss from final judgment | $ 10,000,000 | |||||||||
Minimum [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Range for non-cancelable operating leases | 1 year | |||||||||
Maximum [Member] | ||||||||||
Contingencies And Commitments [Line Items] | ||||||||||
Range for non-cancelable operating leases | 35 years |
Commitments and Contingencies_3
Commitments and Contingencies (Future Minimum Lease Payments) (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies [Abstract] | |
2,019 | $ 37,902 |
2,020 | 35,204 |
2,021 | 32,259 |
2,022 | 30,974 |
2,023 | 27,882 |
Thereafter | 94,205 |
Total | $ 258,426 |
Commitments and Contingencies_4
Commitments and Contingencies (Future Minimum Purchase Commitments) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies [Abstract] | |
2,019 | $ 66,774 |
2,020 | 29,446 |
2,021 | 177 |
Total purchase commitment | $ 96,397 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Detail) $ / shares in Units, $ in Thousands | Apr. 26, 2017 | Oct. 31, 2018$ / shares | Jun. 30, 2016shares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018$ / shares | Dec. 31, 2018USD ($)shares | Jul. 31, 2018shares | Dec. 31, 2016shares | Dec. 31, 2016shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Jul. 24, 2018shares | Jun. 01, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share split description | On April 26, 2017, the Company announced that its Board of Directors approved a split of its common shares on a three-for-two basis, which was approved by its shareholders at the Company's Annual and Special Meeting of Shareholders on May 23, 2017 | ||||||||||||||
Stockholders equity stock conversion ratio | 1.5 | ||||||||||||||
Repurchase of common shares | 831,704 | 0 | 0 | ||||||||||||
Aggregate cost of common shares repurchase | $ | $ 58,928 | ||||||||||||||
Aggregate cost of common stock repurchase | $ | |||||||||||||||
Cash dividend per share | $ / shares | $ 0.16 | $ 0.14 | $ 0.58 | $ 0.50 | $ 0.41 | ||||||||||
Cash dividend per common share, increase | $ / shares | $ 0.02 | ||||||||||||||
Cash dividends on common stock | $ | $ 152,550 | $ 131,975 | $ 92,547 | ||||||||||||
Maximum number of shares authorized for repurchase | 12,937,746 | 12,937,746 | 12,937,746 | 12,937,746 | 13,174,976 | ||||||||||
Share repurchase plan expiration date | Aug. 7, 2019 | ||||||||||||||
Daily repurchase of shares maximum | 71,114 | 71,114 | 71,114 | 71,114 | |||||||||||
Average daily trading volume during period | 284,459 | ||||||||||||||
Common shares, shares issued | 263,271,302 | 263,271,302 | 263,271,302 | 263,660,803 | 263,271,302 | ||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
2016 Incentive Award Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share authorized to be issued as awards | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | |||||||||||
Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Warrant expiration | 2,019 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Warrant expiration | 2,023 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vested deferred RSUs outstanding | 264,374 | 264,374 | 365,694 | 365,694 | 264,374 | 351,570 | 365,694 | 264,374 | |||||||
Restricted Stock Units (RSUs) [Member] | 2004 Equity Incentive Plan | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Awards granted in period | 0 | 0 | 0 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Awards granted in period | 0 | 0 | 0 | ||||||||||||
Performance Shares [Member] | 2017 Performance Based Restricted Share Units Grant One [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of award | 3 years | ||||||||||||||
Performance Shares [Member] | 2017 Performance Based Restricted Share Units Grant Two [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of award | 1 year | ||||||||||||||
Term of share-based compensation arrangements | 4 years | ||||||||||||||
Performance Shares [Member] | 2018 Performance-Based Restricted Share Units Plan One [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of award | 3 years | ||||||||||||||
Performance Shares [Member] | 2018 Performance-Based Restricted Share Units Plan Two [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of award | 1 year | ||||||||||||||
Performance Shares [Member] | Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of award | 1 year | ||||||||||||||
Performance Shares [Member] | Maximum [Member] | 2018 Performance-Based Restricted Share Units Plan Two [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of award | 4 years | ||||||||||||||
Performance Shares [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Awards granted in period | 0 | 0 | 0 | ||||||||||||
Special Shares [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common shares, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Deferred Share Units [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vested deferred RSUs outstanding | 17,176 | 17,176 | 17,176 | 13,138 | 17,176 | ||||||||||
Employee Stock Option [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Option awards granted in period | 0 | 0 | 0 | ||||||||||||
Restricted Share Units and Deferred Share Units [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Sale of common shares held in trust, shares | 397,774 | 36,244 | 171,264 | ||||||||||||
Restricted Share Units and Deferred Share Units [Member] | Progressive Waste Solutions Ltd. [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Acquired common shares held in trust | 735,171 | ||||||||||||||
Officer [Member] | Performance Shares [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vesting period of award | 4 years | ||||||||||||||
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vested deferred RSUs outstanding | 122,259 | 122,259 | 122,259 | 158,510 | 122,259 | ||||||||||
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Vested deferred RSUs outstanding | 22,791 | 22,791 | 22,791 | 55,602 | 22,791 |
Shareholders' Equity (Common St
Shareholders' Equity (Common Stock Shares Reserved for Issuances) (Detail) | Dec. 31, 2018shares |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 8,085,688 |
Restricted Stock Units Performance Share Units and Warrants [Member] | |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 2,052,234 |
2016 Incentive Award Plan [Member] | |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 6,033,454 |
Shareholders' Equity (Restricte
Shareholders' Equity (Restricted Stock Units Activity) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Units (RSUs) [Member] | |||
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Stock units granted | 496,217 | 415,954 | 456,223 |
Weighted average grant-date fair value of award | $ 69.22 | $ 57.09 | $ 38.38 |
Total fair value of stock units granted | $ 34,348 | $ 23,748 | $ 17,510 |
Stock units becoming free of restrictions | 486,885 | 571,258 | 646,761 |
Weighted average restriction period (in years) | 3 years 6 months | 3 years 9 months 18 days | 3 years 10 months 24 days |
Performance Shares [Member] | |||
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Stock units granted | 178,377 | 210,103 | 221,466 |
Weighted average grant-date fair value of award | $ 68.77 | $ 56.55 | $ 37.83 |
Total fair value of stock units granted | $ 12,266 | $ 11,881 | $ 8,379 |
Stock units becoming free of restrictions | 154,181 | 122,786 | 184,440 |
Weighted average restriction period (in years) | 3 years 7 months 6 days | 3 years 7 months 6 days | 4 years |
Deferred Share Units [Member] | |||
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Stock units granted | 4,038 | 4,722 | 786 |
Weighted average grant-date fair value of award | $ 70.47 | $ 57.65 | $ 47.46 |
Total fair value of stock units granted | $ 285 | $ 272 | $ 37 |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |||
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Stock units becoming free of restrictions | 18,350 | ||
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |||
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Stock units becoming free of restrictions | 27,195 |
Shareholders' Equity (Summary o
Shareholders' Equity (Summary of Activity Related to Restricted Stock Units) (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Units (RSUs) [Member] | |||
Unvested shares | |||
Outstanding shares beginning balance | 351,570 | 365,694 | |
Outstanding, shares beginning balance | 1,042,014 | ||
Granted | 496,217 | 415,954 | 456,223 |
Forfeited | (63,783) | ||
Vested and issued | (483,232) | ||
Vested and deferred | (3,653) | ||
Outstanding, shares ending balance | 264,374 | 351,570 | 365,694 |
Outstanding, shares, ending balance | 987,563 | 1,042,014 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 41.97 | ||
Granted | 69.22 | $ 57.09 | $ 38.38 |
Forfeited | 55.88 | ||
Vested and Issued | 38.68 | ||
Vested and Deferred | 28.28 | ||
Outstanding, ending balance | $ 56.43 | $ 41.97 | |
Performance Shares [Member] | |||
Unvested shares | |||
Outstanding, shares beginning balance | 514,461 | ||
Granted | 178,377 | 210,103 | 221,466 |
Forfeited | (6,571) | ||
Vested and issued | (154,181) | ||
Outstanding, shares, ending balance | 532,086 | 514,461 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 43.42 | ||
Granted | 68.77 | $ 56.55 | $ 37.83 |
Forfeited | 63.38 | ||
Vested and Issued | 38.18 | ||
Outstanding, ending balance | $ 53.43 | $ 43.42 | |
Deferred Share Units [Member] | |||
Unvested shares | |||
Outstanding shares beginning balance | 13,138 | ||
Granted | 4,038 | 4,722 | 786 |
Outstanding, shares ending balance | 17,176 | 13,138 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 41.40 | ||
Granted | 70.47 | $ 57.65 | $ 47.46 |
Outstanding, ending balance | $ 48.24 | $ 41.40 | |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |||
Unvested shares | |||
Outstanding shares beginning balance | 158,510 | ||
Forfeited | (2,435) | ||
Cash settled | (33,816) | ||
Outstanding, shares ending balance | 122,259 | 158,510 | |
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |||
Unvested shares | |||
Outstanding shares beginning balance | 55,602 | ||
Forfeited | (1,909) | ||
Cash settled | (30,902) | ||
Outstanding, shares ending balance | 22,791 | 55,602 |
Shareholders' Equity (Summary_2
Shareholders' Equity (Summary of Warrant Activity) (Detail) - Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Warrant | |
Outstanding shares beginning balance | shares | 137,906 |
Granted | shares | 163,995 |
Forfeited | shares | (16,119) |
Exercised | shares | (17,571) |
Outstanding, shares ending balance | shares | 268,211 |
Weighed Average Exercise Price | |
Outstanding beginning balance | $ / shares | $ 42.43 |
Granted | $ / shares | 75.62 |
Forfeited | $ / shares | 36.45 |
Exercised | $ / shares | 36.30 |
Outstanding ending balance | $ / shares | $ 63.49 |
Shareholders' Equity (Summarize
Shareholders' Equity (Summarized Information about Warrants Outstanding) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | ||
Outstanding, ending balance | 268,211 | 137,906 |
Stock Purchase Warrants 2014 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2,014 | |
Warrants issued | 75,604 | |
Exercise price, lower limit | $ 30.41 | |
Exercise price, upper limit | $ 32.71 | |
Fair value of warrants issued | $ 276 | |
Outstanding, ending balance | 15,416 | 17,521 |
Stock Purchase Warrants 2015 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2,015 | |
Warrants issued | 136,768 | |
Exercise price, lower limit | $ 28.30 | |
Exercise price, upper limit | $ 36.32 | |
Fair value of warrants issued | $ 1,333 | |
Outstanding, ending balance | 45,978 | 75,978 |
Stock Purchase Warrants 2016 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2,016 | |
Warrants issued | 15,666 | |
Exercise price, lower limit | $ 42.22 | |
Exercise price, upper limit | $ 51.55 | |
Fair value of warrants issued | $ 189 | |
Outstanding, ending balance | 7,440 | 9,025 |
Stock Purchase Warrants 2017 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2,017 | |
Warrants issued | 35,382 | |
Exercise price, lower limit | $ 53.65 | |
Exercise price, upper limit | $ 69.96 | |
Fair value of warrants issued | $ 595 | |
Outstanding, ending balance | 35,382 | 35,382 |
Stock Purchase Warrants 2018 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2,018 | |
Warrants issued | 163,995 | |
Exercise price, lower limit | $ 70.91 | |
Exercise price, upper limit | $ 80.90 | |
Fair value of warrants issued | $ 2,591 | |
Outstanding, ending balance | 163,995 |
Shareholders' Equity (Summary_3
Shareholders' Equity (Summary of Vesting Activity Related to Restricted Share Units) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested over remaining service period | 486,885 | 571,258 | 646,761 |
Forfeited | (63,783) | ||
Restricted Stock Units (RSUs) [Member] | Progressive Waste Solutions Ltd. [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested, shares beginning balance | 138,054 | ||
Vested over remaining service period | 18,350 | ||
Cash settled | (33,816) | ||
Forfeited | (2,435) | ||
Vested, shares ending balance | 120,153 | 138,054 | |
Performance Shares [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested over remaining service period | 154,181 | 122,786 | 184,440 |
Forfeited | (6,571) | ||
Performance Shares [Member] | Progressive Waste Solutions Ltd. [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested, shares beginning balance | 28,407 | ||
Vested over remaining service period | 27,195 | ||
Cash settled | (30,902) | ||
Forfeited | (1,909) | ||
Vested, shares ending balance | 22,791 | 28,407 |
Shareholders' Equity (Summary_4
Shareholders' Equity (Summary of Stock Option Activity and Related Information) (Detail) - Progressive Waste Solutions Ltd. [Member] | 12 Months Ended |
Dec. 31, 2018shares | |
Number of Shares (Options) | |
Outstanding, shares beginning balance | 236,616 |
Cash settled | (71,460) |
Outstanding, shares ending balance | 165,156 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Foreign currency translation adjustment, gross | $ (175,233) | $ 142,486 | $ (50,931) |
Other comprehensive income (loss), gross total | (185,995) | 157,270 | (23,210) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | 2,796 | (5,856) | (7,620) |
Amounts reclassified, net of tax | (9,071) | 4,174 | 8,546 |
Changes in fair value, net of taxes | 1,105 | 4,754 | 11,555 |
Foreign currency translation adjustment, net | (175,233) | 142,486 | (50,931) |
Other comprehensive income (loss), total, net of tax | (183,199) | 151,414 | (30,830) |
Interest Rate Swap [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified, gross | (5,669) | 2,805 | 6,654 |
Changes in fair value, gross | (1,213) | 7,835 | 11,431 |
Amounts reclassified, tax effect | 1,502 | (743) | (1,715) |
Changes in fair value, tax effect | 321 | (4,040) | (2,239) |
Amounts reclassified, net of tax | (4,167) | 2,062 | 4,939 |
Changes in fair value, net of taxes | (892) | 3,795 | 9,192 |
Fuel [Member] | Commodity Contract [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified, gross | (6,531) | 2,818 | 5,832 |
Changes in fair value, gross | 2,651 | 1,326 | 3,804 |
Amounts reclassified, tax effect | 1,627 | (706) | (2,225) |
Changes in fair value, tax effect | (654) | (367) | (1,441) |
Amounts reclassified, net of tax | (4,904) | 2,112 | 3,607 |
Changes in fair value, net of taxes | $ 1,997 | $ 959 | $ 2,363 |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ 108,413 | $ (43,001) | |
Amounts reclassified into earnings | (9,071) | 4,174 | $ 8,546 |
Changes in fair value | 1,105 | 4,754 | 11,555 |
Foreign currency translation adjustment | (175,233) | 142,486 | (50,931) |
Ending balance | (74,786) | 108,413 | (43,001) |
Foreign Currency Translation Adjustment [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 91,555 | (50,931) | |
Foreign currency translation adjustment | (175,233) | 142,486 | |
Ending balance | (83,678) | 91,555 | (50,931) |
Interest Rate Swap [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 13,951 | 8,094 | |
Amounts reclassified into earnings | (4,167) | 2,062 | 4,939 |
Changes in fair value | (892) | 3,795 | 9,192 |
Ending balance | 8,892 | 13,951 | 8,094 |
Fuel [Member] | Commodity Contract [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 2,907 | (164) | |
Amounts reclassified into earnings | (4,904) | 2,112 | 3,607 |
Changes in fair value | $ 1,997 | 959 | 2,363 |
Ending balance | $ 2,907 | $ (164) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 29, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | ||||||
Increase (decrease) to tax expense | $ (3,057) | |||||
Deferred income tax expense | $ 68,779 | |||||
Statutory income tax rate | 21.00% | 21.00% | 35.00% | 35.00% | 35.00% | |
Non-deductible expenses, other | $ 9,048 | |||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Net deferred income tax expense (benefit) from enactment of tax reform | (269,804) | 5,572 | (269,804) | |||
Deferred income tax expense from foreign earnings transition tax | $ 62,350 | 62,350 | ||||
Non-deductible expenses, impairment | $ 11,825 | |||||
Deferred tax liabilities, undistributed earnings | 961,422 | |||||
Deferred tax liability not recognized, undistributed earnings of foreign subsidiaries | 303,470 | |||||
Undistributed earnings | $ 2,136,422 | |||||
Internal Revenue Service [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Statutory income tax rate | 35.00% | 35.00% | ||||
Canada Revenue Agency [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Foreign Statutory income tax rate | 27.00% | |||||
Operating loss carryforwards | $ 30,763 | |||||
Adjustment [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Deferred income tax expense | $ 6,429 |
Income Taxes (Income (Loss) Bef
Income Taxes (Income (Loss) Before Provision (Benefit) for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
U.S. | $ 491,506 | $ 301,962 | $ 243,955 |
Non-U.S. | 215,634 | 206,548 | 117,410 |
Income before income tax provision | $ 707,140 | $ 508,510 | $ 361,365 |
Income Taxes (Provision Benefit
Income Taxes (Provision Benefit for Income Taxes) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
U.S. Federal | $ 37,419 | $ 45,089 | $ 46,735 |
State | 27,057 | 19,848 | 14,692 |
Non - U.S. | 17,651 | 18,537 | 10,307 |
Current income tax expense (benefit), total | 82,127 | 83,474 | 71,734 |
Deferred: | |||
U.S. Federal | 85,926 | (203,131) | 47,403 |
State | 1,991 | 7,534 | 3,536 |
Non - U.S. | (10,058) | 43,213 | (8,629) |
Deferred income tax expense (benefit), total | 77,859 | (152,384) | 42,310 |
Provision (Benefit) for income taxes | $ 159,986 | $ (68,910) | $ 114,044 |
Income Taxes (Differences betwe
Income Taxes (Differences between Income Tax Provision in Statements of Net Income and Income Tax Provision Computed at Federal Statutory Rate) (Detail) | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 29, 2017 | Dec. 31, 2016 |
U.S. federal statutory rate | 21.00% | 21.00% | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | 4.40% | 4.10% | 3.90% | ||
Deferred income tax liability adjustments | (0.20%) | 0.50% | 0.60% | ||
Effect of international operations | (3.90%) | (14.60%) | (10.90%) | ||
Enactment of the Tax Act | (53.10%) | ||||
Deferred tax on undistributed earnings | 0.90% | 12.30% | |||
Goodwill impairment | 2.10% | ||||
Other | 0.40% | 0.10% | 0.70% | ||
Effective income tax rate, total | 22.60% | (13.60%) | 31.60% | ||
Progressive Waste Solutions Ltd. [Member] | |||||
Acquisition | 2.30% |
Income Taxes (Significant Compo
Income Taxes (Significant Components of Deferred Income Tax Assets and Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets: | ||
Accrued expenses | $ 26,128 | $ 17,108 |
Compensation | 19,830 | 19,157 |
Contingent liabilities | 14,043 | 11,826 |
Finance costs | 2,329 | 5,132 |
Tax credits and loss carryforwards | 20,438 | 23,374 |
Other | 7,295 | |
Gross deferred income tax assets | 82,768 | 83,892 |
Less: Valuation allowance | ||
Total deferred income tax assets | 82,768 | 83,892 |
Deferred income tax liabilities: | ||
Goodwill and other intangibles | (283,671) | (273,408) |
Property and equipment | (461,071) | (414,904) |
Landfill closure/post-closure | (8,892) | (7,758) |
Prepaid expenses | (11,581) | (9,912) |
Interest rate and fuel hedges | (3,206) | (6,001) |
Investment in subsidiaries | (69,383) | (62,676) |
Other | (4,997) | |
Total deferred income tax liabilities | (842,801) | (774,659) |
Net deferred income tax liability | $ (760,033) | $ (690,767) |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Detail) | 12 Months Ended |
Dec. 31, 2018customersegment | |
Segment Reporting [Abstract] | |
Number of contracts or customers accounted for more than 10% of the Company's total revenues at the consolidated or reportable segment level | customer | 0 |
Number of operating segments | 6 |
Number of reportable segments | 6 |
Segment Reporting (Summary of F
Segment Reporting (Summary of Financial Information Concerning Company's Reportable Segments) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | $ 1,261,732 | $ 1,281,110 | $ 1,239,968 | $ 1,140,131 | $ 1,157,175 | $ 1,206,478 | $ 1,175,569 | $ 1,091,266 | $ 4,922,941 | $ 4,630,488 | $ 3,375,863 | ||||||
Segment EBITDA | [1] | 1,532,849 | 1,416,075 | 943,888 | |||||||||||||
Depreciation and amortization | 680,487 | 632,484 | 463,912 | ||||||||||||||
Capital expenditures | 546,145 | 479,287 | 344,723 | ||||||||||||||
Total assets | [2] | 12,627,329 | 12,014,681 | 12,627,329 | 12,014,681 | 11,103,925 | |||||||||||
Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (709,889) | (640,886) | (470,465) | |||||||||||||
Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 5,632,830 | 5,271,374 | 3,846,328 | ||||||||||||||
Segment EBITDA | 1,541,060 | 1,448,576 | 1,063,103 | ||||||||||||||
Southern [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,122,548 | 1,115,864 | 713,381 | ||||||||||||||
Segment EBITDA | [1] | 276,791 | 258,560 | 163,320 | |||||||||||||
Depreciation and amortization | 153,923 | 151,417 | 99,323 | ||||||||||||||
Capital expenditures | 97,442 | 117,441 | 64,624 | ||||||||||||||
Total assets | [2] | 2,892,994 | 2,718,296 | 2,892,994 | 2,718,296 | 2,869,841 | |||||||||||
Southern [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (150,485) | (146,283) | (96,545) | |||||||||||||
Southern [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,273,033 | 1,262,147 | 809,926 | ||||||||||||||
Segment EBITDA | 276,791 | 258,560 | 163,320 | ||||||||||||||
Eastern [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,090,019 | 959,214 | 626,644 | ||||||||||||||
Segment EBITDA | [1] | 299,162 | 273,942 | 189,220 | |||||||||||||
Depreciation and amortization | 167,914 | 136,998 | 88,748 | ||||||||||||||
Capital expenditures | 137,335 | 101,569 | 77,478 | ||||||||||||||
Total assets | [2] | 2,688,341 | 2,024,527 | 2,688,341 | 2,024,527 | 1,519,576 | |||||||||||
Eastern [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (224,833) | (178,394) | (114,639) | |||||||||||||
Eastern [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,314,852 | 1,137,608 | 741,283 | ||||||||||||||
Segment EBITDA | 299,162 | 273,942 | 189,220 | ||||||||||||||
Western [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,043,928 | 1,007,230 | 935,319 | ||||||||||||||
Segment EBITDA | [1] | 318,401 | 323,648 | 315,708 | |||||||||||||
Depreciation and amortization | 95,400 | 95,724 | 89,198 | ||||||||||||||
Capital expenditures | 125,112 | 100,000 | 86,200 | ||||||||||||||
Total assets | [2] | 1,596,129 | 1,573,955 | 1,596,129 | 1,573,955 | 1,516,870 | |||||||||||
Western [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (126,454) | (119,916) | (116,318) | |||||||||||||
Western [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,170,382 | 1,127,146 | 1,051,637 | ||||||||||||||
Segment EBITDA | 318,401 | 323,648 | 315,708 | ||||||||||||||
Canada [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 727,213 | 728,777 | 417,869 | [4],[5] | |||||||||||||
Segment EBITDA | [1] | 261,233 | 264,693 | 153,446 | [4],[5] | ||||||||||||
Depreciation and amortization | 124,155 | 121,174 | 71,228 | [4],[5] | |||||||||||||
Capital expenditures | 66,319 | 62,690 | 25,380 | [4],[5] | |||||||||||||
Total assets | [2] | 2,412,971 | 2,677,557 | 2,412,971 | 2,677,557 | 2,554,324 | [4],[5] | ||||||||||
Canada [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (96,776) | (99,978) | (58,716) | [4],[5] | ||||||||||||
Canada [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 823,989 | 828,755 | 476,585 | [4],[5] | |||||||||||||
Segment EBITDA | 261,233 | 264,693 | 153,446 | ||||||||||||||
Central [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 693,525 | [4],[5] | 628,167 | [4],[5] | 561,541 | ||||||||||||
Segment EBITDA | [1] | 255,648 | [4],[5] | 237,136 | [4],[5] | 208,930 | |||||||||||
Depreciation and amortization | 87,802 | [4],[5] | 78,199 | [4],[5] | 70,027 | ||||||||||||
Capital expenditures | 90,525 | [4],[5] | 78,000 | [4],[5] | 71,888 | ||||||||||||
Total assets | [2] | 1,491,301 | [4],[5] | 1,297,118 | [4],[5] | 1,491,301 | [4],[5] | 1,297,118 | [4],[5] | 1,302,900 | |||||||
Central [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (103,966) | [4],[5] | (88,488) | [4],[5] | (72,852) | |||||||||||
Central [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 797,491 | [4],[5] | 716,655 | [4],[5] | 634,393 | ||||||||||||
Segment EBITDA | 255,648 | 237,136 | 208,930 | ||||||||||||||
Exploration and Production [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 245,708 | 191,236 | 121,109 | ||||||||||||||
Segment EBITDA | [1] | 129,825 | 90,597 | 32,479 | |||||||||||||
Depreciation and amortization | 44,175 | 42,500 | 41,215 | ||||||||||||||
Capital expenditures | 25,937 | 12,274 | 10,178 | ||||||||||||||
Total assets | [2] | 969,808 | 981,980 | 969,808 | 981,980 | 1,068,086 | |||||||||||
Exploration and Production [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (7,375) | (7,827) | (11,395) | |||||||||||||
Exploration and Production [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 253,083 | 199,063 | 132,504 | ||||||||||||||
Segment EBITDA | 129,825 | 90,597 | 32,479 | ||||||||||||||
Corporate [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Segment EBITDA | [1],[4],[5] | (8,211) | (32,501) | (119,215) | |||||||||||||
Depreciation and amortization | [4],[5] | 7,118 | 6,472 | 4,173 | |||||||||||||
Capital expenditures | [4],[5] | 3,475 | 7,313 | 8,975 | |||||||||||||
Total assets | [2],[4],[5] | $ 575,785 | $ 741,248 | $ 575,785 | $ 741,248 | $ 272,328 | |||||||||||
[1] | For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Note 1. | ||||||||||||||||
[2] | Goodwill is included within total assets for each of the Company's six operating segments. | ||||||||||||||||
[3] | Intercompany revenues reflect each segment's total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. | ||||||||||||||||
[4] | Corporate assets include cash, net deferred tax assets, debt issuance costs, equity investments, and corporate facility leasehold improvements and equipment. | ||||||||||||||||
[5] | Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions. Amounts reflected are net of allocations to the six operating segments. For the year ended December 31, 2016, amounts also include costs associated with the Progressive Waste acquisition, including direct acquisition expenses, severance-related expenses, excise taxes, share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 and incentive compensation expenses based on the achievement of acquisition synergy goals. For the years ended December 31, 2017 and 2018, amounts also include Progressive Waste integration-related expenses, direct acquisition expenses and share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 |
Segment Reporting (Changes in G
Segment Reporting (Changes in Goodwill by Reportable Segment) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | $ 4,390,261 | $ 4,681,774 | $ 4,390,261 | |
Goodwill acquired | 466,441 | 311,632 | ||
Goodwill divested | (37,359) | |||
Impairment loss | (77,343) | |||
Goodwill adjustment for assets sold | 10,181 | 2,526 | ||
Goodwill adjustment for assets held for sale | (11,080) | |||
Impact of changes in foreign currency | (126,711) | 103,137 | ||
Goodwill, Ending Balance | 5,031,685 | 4,681,774 | $ 4,390,261 | |
Southern [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 1,470,023 | 1,436,320 | 1,470,023 | |
Goodwill acquired | 71,109 | 7,510 | ||
Goodwill divested | (32,338) | |||
Impairment loss | 0 | 0 | 0 | |
Goodwill adjustment for assets sold | 10,181 | 2,205 | ||
Goodwill adjustment for assets held for sale | (11,080) | |||
Goodwill, Ending Balance | 1,517,610 | 1,436,320 | 1,470,023 | |
Eastern [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 533,160 | 804,133 | 533,160 | |
Goodwill acquired | 339,222 | 275,006 | ||
Goodwill divested | (4,354) | |||
Impairment loss | 0 | 0 | 0 | |
Goodwill adjustment for assets sold | 321 | |||
Goodwill, Ending Balance | 1,143,355 | 804,133 | 533,160 | |
Western [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 376,537 | 397,508 | 376,537 | |
Goodwill acquired | 666 | 20,971 | ||
Impairment loss | 0 | 0 | 0 | |
Goodwill, Ending Balance | 398,174 | 397,508 | 376,537 | |
Canada [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 1,465,274 | 1,575,538 | 1,465,274 | |
Goodwill acquired | 153 | 7,127 | ||
Impairment loss | 0 | 0 | 0 | |
Impact of changes in foreign currency | (126,711) | 103,137 | ||
Goodwill, Ending Balance | 1,448,980 | 1,575,538 | 1,465,274 | |
Central [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 467,924 | 468,275 | 467,924 | |
Goodwill acquired | 55,291 | 1,018 | ||
Goodwill divested | (667) | |||
Impairment loss | 0 | 0 | 0 | |
Goodwill, Ending Balance | 523,566 | 468,275 | 467,924 | |
Exploration and Production [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 77,343 | 0 | 77,343 | |
Impairment loss | $ (77,343) | (77,343) | ||
Goodwill, Ending Balance | $ 0 | $ 0 | $ 77,343 |
Segment Reporting (Property and
Segment Reporting (Property and Equipment, Net Relating to Operations) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Property and equipment | $ 5,168,996 | $ 4,820,934 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | 4,516,966 | 4,082,124 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | $ 652,030 | $ 738,810 |
Segment Reporting (Reconciliati
Segment Reporting (Reconciliation of Primary Measure of Segment Profitability to Income before Income Tax Provision) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Segment EBITDA | [1] | $ 1,532,849 | $ 1,416,075 | $ 943,888 | |||
Depreciation | (572,708) | (530,187) | (393,600) | ||||
Amortization of intangibles | (107,779) | (102,297) | (70,312) | ||||
Impairments and other operating items | (20,118) | (156,493) | (27,678) | ||||
Interest expense | (132,104) | (125,297) | (92,709) | ||||
Interest income | 7,170 | 5,173 | 602 | ||||
Other income, net | 1,263 | 3,736 | 53 | ||||
Foreign currency transaction gain (loss) | (1,433) | (2,200) | 1,121 | ||||
Income before income tax provision | 707,140 | 508,510 | 361,365 | ||||
Operating Segments [Member] | |||||||
Segment EBITDA | 1,541,060 | 1,448,576 | 1,063,103 | ||||
Southern [Member] | |||||||
Segment EBITDA | [1] | 276,791 | 258,560 | 163,320 | |||
Southern [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 276,791 | 258,560 | 163,320 | ||||
Eastern [Member] | |||||||
Segment EBITDA | [1] | 299,162 | 273,942 | 189,220 | |||
Eastern [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 299,162 | 273,942 | 189,220 | ||||
Western [Member] | |||||||
Segment EBITDA | [1] | 318,401 | 323,648 | 315,708 | |||
Western [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 318,401 | 323,648 | 315,708 | ||||
Canada [Member] | |||||||
Segment EBITDA | [1] | 261,233 | 264,693 | 153,446 | [2],[3] | ||
Canada [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 261,233 | 264,693 | 153,446 | ||||
Central [Member] | |||||||
Segment EBITDA | [1] | 255,648 | [2],[3] | 237,136 | [2],[3] | 208,930 | |
Central [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 255,648 | 237,136 | 208,930 | ||||
Exploration and Production [Member] | |||||||
Segment EBITDA | [1] | 129,825 | 90,597 | 32,479 | |||
Exploration and Production [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 129,825 | 90,597 | 32,479 | ||||
Corporate [Member] | |||||||
Segment EBITDA | [1],[2],[3] | $ (8,211) | $ (32,501) | $ (119,215) | |||
[1] | For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Note 1. | ||||||
[2] | Corporate assets include cash, net deferred tax assets, debt issuance costs, equity investments, and corporate facility leasehold improvements and equipment. | ||||||
[3] | Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions. Amounts reflected are net of allocations to the six operating segments. For the year ended December 31, 2016, amounts also include costs associated with the Progressive Waste acquisition, including direct acquisition expenses, severance-related expenses, excise taxes, share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 and incentive compensation expenses based on the achievement of acquisition synergy goals. For the years ended December 31, 2017 and 2018, amounts also include Progressive Waste integration-related expenses, direct acquisition expenses and share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 |
Net Income Per Share Informat_3
Net Income Per Share Information (Basic and Diluted Net Income Per Common Share) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ 132,478 | $ 150,843 | $ 138,682 | $ 124,869 | $ 315,086 | $ 123,227 | $ 123,656 | $ 14,874 | $ 546,871 | $ 576,817 | $ 246,540 |
Denominator: | |||||||||||
Basic shares outstanding | 263,650,155 | 263,682,608 | 230,325,012 | ||||||||
Dilutive effect of equity-based awards | 745,463 | 619,803 | 756,484 | ||||||||
Diluted shares outstanding | 264,395,618 | 264,302,411 | 231,081,496 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)agreement | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Employee Benefit Plan [Line Items] | |||
Maximum percentage of contribution | 5.00% | ||
Number of multiemployer pension plans | agreement | 11 | ||
Deferred Compensation Plan [Member] | |||
Employee Benefit Plan [Line Items] | |||
Percentage of employee's eligible compensation that represents the maximum amount of employer matching contribution to plan | 6.00% | 6.00% | 6.00% |
Percentage of salary that may voluntarily be elected to be deferred | 80.00% | ||
Percentage of bonuses, commissions and restricted share unit grants that may voluntarily be elected to be deferred | 100.00% | ||
Total liability for deferred compensation | $ 32,024 | $ 25,992 | |
Voluntary Savings And Investment Plan | |||
Employee Benefit Plan [Line Items] | |||
Total employer expenses, including employer matching contributions | $ 12,055 | $ 14,703 | $ 10,420 |
Retirement Savings Plan [Member] | |||
Employee Benefit Plan [Line Items] | |||
Contribution to a deferred profit sharing plan | 3.00% | ||
Minimum [Member] | |||
Employee Benefit Plan [Line Items] | |||
Percentage of every dollar of a participating employee's pre-tax contributions as matching contribution to 401(k) Plan | 50.00% | ||
Maximum [Member] | |||
Employee Benefit Plan [Line Items] | |||
Percentage of every dollar of a participating employee's pre-tax contributions as matching contribution to 401(k) Plan | 100.00% | ||
Percentage of employee's eligible compensation that represents the maximum amount of employer matching contribution to plan | 6.00% |
Employee Benefit Plans (Plan Co
Employee Benefit Plans (Plan Contributions) (Details) - USD ($) $ in Thousands | Apr. 01, 2016 | Sep. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Multiemployer Plans [Line Items] | |||||||
Registration number | 85512-1 | ||||||
Company contributions | $ 13,026 | $ 12,038 | $ 4,001 | ||||
Collective-bargaining agreement, expiration date | Oct. 31, 2020 | ||||||
Western Conference of Teamsters Pension Trust [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 916,145,047 | ||||||
Pension Protection Act zone status | [1] | Green | Green | ||||
FIP/RP status | [1],[2] | NA | |||||
Company contributions | $ 4,399 | $ 4,191 | 3,420 | ||||
Collective-bargaining agreement, expiration date, start | Dec. 31, 2018 | ||||||
Collective-bargaining agreement, expiration date, end | Sep. 30, 2021 | ||||||
Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 916,028,571 | ||||||
Pension Protection Act zone status | [1] | Green | Green | ||||
FIP/RP status | [1],[2] | NA | |||||
Company contributions | $ 284 | $ 275 | 252 | ||||
Collective-bargaining agreement, expiration date | Sep. 30, 2019 | ||||||
International Union of Operating Engineers Pension Trust [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
Pension Protection Act zone status | Green | Green | [1] | Green | |||
FIP/RP status | [1],[2] | NA | |||||
Company contributions | $ 224 | $ 219 | 120 | ||||
Collective-bargaining agreement, expiration date, start | Mar. 31, 2020 | ||||||
Collective-bargaining agreement, expiration date, end | Mar. 31, 2021 | ||||||
Multi-Sector Pension Plan [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
Registration number | [3] | 1,085,653 | |||||
Pension Protection Act zone status | [1],[3] | Green | Green | ||||
FIP/RP status | [1],[2],[3] | NA | |||||
Company contributions | [3] | $ 191 | $ 228 | 112 | |||
Collective-bargaining agreement, expiration date | [3] | Dec. 31, 2018 | |||||
Local 813 Pension Trust Fund [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 131,975,659 | ||||||
Pension Protection Act zone status | [1] | Red | Red | ||||
FIP/RP status | [1],[2] | Implemented | |||||
Company contributions | $ 165 | $ 158 | 86 | ||||
Collective-bargaining agreement, expiration date | Nov. 30, 2019 | ||||||
Midwest Operating Engineers Pension Plan [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 366,140,097 | ||||||
Pension Protection Act zone status | Yellow | Yellow | [1] | Yellow | |||
FIP/RP status | [1],[2] | Implemented | |||||
Company contributions | $ 289 | $ 207 | $ 11 | ||||
Suburban Teamsters of Northern Illinois Pension Fund [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 366,155,778 | ||||||
Pension Protection Act zone status | [1] | Yellow | Yellow | ||||
FIP/RP status | [1],[2] | Implemented | |||||
Company contributions | $ 1,569 | $ 877 | |||||
Collective-bargaining agreement, expiration date, start | Jan. 31, 2019 | ||||||
Collective-bargaining agreement, expiration date, end | Feb. 28, 2019 | ||||||
Teamster Local 301 Pension Fund [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 366,492,992 | ||||||
Pension Protection Act zone status | [1] | Green | Green | ||||
FIP/RP status | [1],[2] | NA | |||||
Company contributions | $ 581 | $ 489 | |||||
Collective-bargaining agreement, expiration date | Sep. 30, 2018 | ||||||
Automobile Mechanics' Local No. 701 Union and Industry Pension Fund [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 366,042,061 | ||||||
Pension Protection Act zone status | [1] | Yellow | Yellow | ||||
FIP/RP status | [1],[2] | Implemented | |||||
Company contributions | $ 484 | $ 837 | |||||
Collective-bargaining agreement, expiration date | Dec. 31, 2018 | ||||||
IAM National Pension Fund [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 516,031,295 | ||||||
Pension Protection Act zone status | [1] | Green | Green | ||||
FIP/RP status | [1],[2] | NA | |||||
Company contributions | $ 240 | $ 215 | |||||
Collective-bargaining agreement, expiration date | Dec. 31, 2018 | ||||||
Local 731, I.B. of T., Private Scavengers and Garage Attendants Pension Trust Fund [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
EIN/Pension plan number | 366,513,567 | ||||||
Pension Protection Act zone status | [1] | Green | Green | ||||
FIP/RP status | [1],[2] | NA | |||||
Company contributions | $ 4,600 | $ 4,342 | |||||
Collective-bargaining agreement, expiration date | Sep. 30, 2018 | ||||||
[1] | Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2018 and 2017 is for the plans' years ended December 31, 2017 and 2016, respectively. | ||||||
[2] | The "FIP/RP Status" column indicates plans for which a Funding Improvement Plan ("FIP") or a Rehabilitation Plan ("RP") has been implemented. | ||||||
[3] |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Data [Line Items] | ||||||
Gain or loss recognized on assets held for sale | $ 6,257 | $ 53,471 | ||||
Acquisition related costs | $ 8,607 | $ 5,700 | ||||
Net deferred income tax expense (benefit) from enactment of tax reform | $ (269,804) | 5,572 | (269,804) | |||
Deferred income tax expense from foreign earnings transition tax | 62,350 | 62,350 | ||||
Goodwill write-down | 77,343 | |||||
Impairment charges | 0 | |||||
Increase in contingent consideration | 349 | 17,754 | $ (2,623) | |||
Share-based compensation expense | 43,803 | 39,361 | 44,772 | |||
Share-based compensation expense, net of taxes | 32,774 | 25,608 | 28,680 | |||
Total costs accrued as of the balance sheet date for legal settlement loss contingencies | 11,043 | |||||
Officer [Member] | ||||||
Quarterly Financial Data [Line Items] | ||||||
Share-based compensation expense | $ 5,005 | |||||
Exploration and Production [Member] | ||||||
Quarterly Financial Data [Line Items] | ||||||
Goodwill write-down | 77,343 | 77,343 | ||||
Indefinite-lived intangible asset write-down | 156 | |||||
Impairment charges | 2,653 | |||||
Central [Member] | ||||||
Quarterly Financial Data [Line Items] | ||||||
Goodwill write-down | 0 | 0 | 0 | |||
Indefinite-lived intangible asset write-down | $ 0 | 0 | 0 | |||
Impairment charges | $ 11,038 | $ 11,038 | ||||
Other Acquisition [Member] | ||||||
Quarterly Financial Data [Line Items] | ||||||
Acquisition related costs | 1,968 | |||||
Progressive Waste Solutions Ltd. [Member] | ||||||
Quarterly Financial Data [Line Items] | ||||||
Acquisition related costs | $ 31,408 | |||||
Increase in contingent consideration | $ 11,313 |
Selected Quarterly Financial _4
Selected Quarterly Financial Data (Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Data [Abstract] | |||||||||||
Revenues | $ 1,261,732 | $ 1,281,110 | $ 1,239,968 | $ 1,140,131 | $ 1,157,175 | $ 1,206,478 | $ 1,175,569 | $ 1,091,266 | $ 4,922,941 | $ 4,630,488 | $ 3,375,863 |
Operating income (loss) | 199,980 | 232,869 | 210,688 | 188,707 | 175,014 | 218,770 | 206,910 | 26,404 | 832,244 | 627,098 | 452,298 |
Net income | 132,543 | 150,766 | 138,814 | 125,032 | 315,128 | 123,410 | 123,887 | 15,020 | 547,154 | 577,420 | 247,321 |
Net income (loss) attributable to Waste Connections | $ 132,478 | $ 150,843 | $ 138,682 | $ 124,869 | $ 315,086 | $ 123,227 | $ 123,656 | $ 14,874 | $ 546,871 | $ 576,817 | $ 246,540 |
Basic income (loss) per common share attributable to Waste Connections' common shareholders | $ 0.50 | $ 0.57 | $ 0.53 | $ 0.47 | $ 1.20 | $ 0.47 | $ 0.47 | $ 0.06 | $ 2.07 | $ 2.19 | $ 1.07 |
Diluted income (loss) per common share attributable to Waste Connections' common shareholders | $ 0.50 | $ 0.57 | $ 0.52 | $ 0.47 | $ 1.19 | $ 0.47 | $ 0.47 | $ 0.06 | $ 2.07 | $ 2.18 | $ 1.07 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Tax-Exempt Bonds [Member] | ||||
Subsequent Event [Line Items] | ||||
Outstanding balance of bonds | $ 15,930 | $ 95,430 | ||
Lemay Washington Bond [Member] | Tax-Exempt Bonds [Member] | ||||
Subsequent Event [Line Items] | ||||
Outstanding balance of bonds | $ 15,930 | $ 15,930 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividends, declared date | Feb. 13, 2019 | |||
Dividends per share amount | $ 0.16 | |||
Dividends, date to be paid | Mar. 15, 2019 | |||
Dividends, date of record | Mar. 1, 2019 | |||
Subsequent Event [Member] | Lemay Washington Bond [Member] | Tax-Exempt Bonds [Member] | ||||
Subsequent Event [Line Items] | ||||
Outstanding balance of bonds | $ 15,930 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Detail) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Valuation allowances and reserves, balance | $ 17,154 | $ 13,160 | $ 7,738 |
Valuation allowances and reserves, charged to cost and expense | 13,814 | 14,363 | 13,980 |
Valuation allowances and reserves, deductions | (14,208) | (10,369) | (8,558) |
Valuation allowances and reserves, balance | $ 16,760 | $ 17,154 | $ 13,160 |