Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 01, 2018 | Jun. 30, 2017 | |
Document Documentand Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 263,665,601 | ||
Entity Public Float | $ 16,902,436,369 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and equivalents | $ 433,815 | $ 154,382 | |
Accounts receivable, net of allowance for doubtful accounts of $17,154 and $13,160 at December 31, 2017 and 2016, respectively | 554,458 | 485,138 | |
Current assets held for sale | 1,596 | 6,339 | |
Prepaid expenses and other current assets | 186,999 | 97,533 | |
Total current assets | 1,176,868 | 743,392 | |
Restricted cash and investments | 167,012 | 63,406 | |
Property and equipment, net | 4,820,934 | 4,738,055 | |
Goodwill | 4,681,774 | 4,390,261 | |
Intangible assets, net | 1,087,436 | 1,067,158 | |
Long-term assets held for sale | 12,625 | 33,989 | |
Other assets, net | 68,032 | 67,664 | |
Total assets | [1] | 12,014,681 | 11,103,925 |
Current liabilities: | |||
Accounts payable | 330,523 | 251,253 | |
Book overdraft | 19,223 | 10,955 | |
Accrued liabilities | 278,039 | 269,402 | |
Deferred revenue | 145,197 | 134,081 | |
Current portion of contingent consideration | 15,803 | 21,453 | |
Current liabilities held for sale | 2,155 | 3,383 | |
Current portion of long-term debt and notes payable | 11,659 | 1,650 | |
Total current liabilities | 802,599 | 692,177 | |
Long-term debt and notes payable | 3,899,572 | 3,616,760 | |
Long-term portion of contingent consideration | 31,482 | 30,373 | |
Other long-term liabilities | 316,191 | 331,074 | |
Deferred income taxes | 690,767 | 778,664 | |
Total liabilities | 5,740,611 | 5,449,048 | |
Commitments and contingencies (Note 10) | |||
Equity: | |||
Common shares: 263,660,803 shares issued and 263,494,670 shares outstanding at December 31, 2017; 263,140,668 shares issued and 262,803,271 shares outstanding at December 31, 2016 | 4,187,568 | 4,174,808 | |
Additional paid-in capital | 115,743 | 102,220 | |
Accumulated other comprehensive loss | 108,413 | (43,001) | |
Treasury shares: 166,133 and 337,397 shares at December 31, 2017 and 2016, respectively | |||
Retained earnings | 1,856,946 | 1,413,488 | |
Total Waste Connections' equity | 6,268,670 | 5,647,515 | |
Noncontrolling interest in subsidiaries | 5,400 | 7,362 | |
Total equity | 6,274,070 | 5,654,877 | |
Total liabilities and shareholders' equity | $ 12,014,681 | $ 11,103,925 | |
[1] | Goodwill is included within total assets for each of the Company's six operating segments. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 17,154 | $ 13,160 |
Common shares, shares issued | 263,660,803 | 263,140,668 |
Common shares, shares outstanding | 263,494,670 | 262,803,271 |
Treasury shares | 166,133 | 337,397 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 4,630,488 | $ 3,375,863 | $ 2,117,287 |
Operating expenses: | |||
Cost of operations | 2,704,775 | 1,957,712 | 1,177,409 |
Selling, general and administrative | 509,638 | 474,263 | 237,484 |
Depreciation | 530,187 | 393,600 | 240,357 |
Amortization of intangibles | 102,297 | 70,312 | 29,077 |
Impairments and other operating items | 156,493 | 27,678 | 494,492 |
Operating income (loss) | 627,098 | 452,298 | (61,532) |
Interest expense | (125,297) | (92,709) | (64,236) |
Interest income | 5,173 | 602 | 487 |
Other income (expense), net | 3,736 | 53 | (1,005) |
Foreign currency transaction gain (loss) | (2,200) | 1,121 | |
Income (loss) before income tax provision | 508,510 | 361,365 | (126,286) |
Income tax (provision) benefit | 68,910 | (114,044) | 31,592 |
Net income (loss) | 577,420 | 247,321 | (94,694) |
Less: Net income attributable to noncontrolling interests | (603) | (781) | (1,070) |
Net income (loss) attributable to Waste Connections | $ 576,817 | $ 246,540 | $ (95,764) |
Earnings (loss) per common share attributable to Waste Connections' common stockholders: | |||
Basic | $ 2.19 | $ 1.07 | $ (0.52) |
Diluted | $ 2.18 | $ 1.07 | $ (0.52) |
Shares used in the per share calculations: | |||
Basic | 263,682,608 | 230,325,012 | 185,237,896 |
Diluted | 264,302,411 | 231,081,496 | 185,237,896 |
Cash dividends per common share | $ 0.500 | $ 0.410 | $ 0.357 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income (loss) | $ 577,420 | $ 247,321 | $ (94,694) |
Other comprehensive income (loss), before tax: | |||
Foreign currency translation adjustment | 142,486 | (50,931) | |
Other comprehensive income (loss), before tax | 157,270 | (23,210) | (10,574) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (5,856) | (7,620) | 3,996 |
Other comprehensive income (loss), net of tax | 151,414 | (30,830) | (6,578) |
Comprehensive income (loss) | 728,834 | 216,491 | (101,272) |
Less: Comprehensive income attributable to noncontrolling interests | (603) | (781) | (1,070) |
Comprehensive income (loss) attributable to Waste Connections | 728,231 | 215,710 | (102,342) |
Interest Rate Swap [Member] | |||
Other comprehensive income (loss), before tax: | |||
Amounts reclassified, gross | 2,805 | 6,654 | 5,093 |
Changes in fair value, gross | 7,835 | 11,431 | (7,746) |
Fuel [Member] | Commodity Contract [Member] | |||
Other comprehensive income (loss), before tax: | |||
Amounts reclassified, gross | 2,818 | 5,832 | 3,217 |
Changes in fair value, gross | $ 1,326 | $ 3,804 | $ (11,138) |
Condensed Consolidated Stateme6
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, 2014 | $ 1,240,000 | $ 811,289,000 | $ (5,593,000) | $ 1,421,249,000 | $ 5,556,000 | $ 2,233,741,000 | |||
Beginning Balances, shares at Dec. 31, 2014 | 185,977,220 | ||||||||
Vesting of restricted share units (shares) | 21,123 | 648,247 | |||||||
Vesting of restricted share units | $ 4,000 | (4,000) | |||||||
Tax withholdings related to net share settlements of equity-based compensation | $ (1,000) | (6,446,000) | (6,447,000) | ||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (207,916) | ||||||||
Equity-based compensation | 20,318,000 | 20,318,000 | |||||||
Exercise of stock options and warrants | $ 1,000 | 571,000 | 572,000 | ||||||
Exercise of stock options and warrants, shares | 70,171 | ||||||||
Excess tax benefit associated with equity-based compensation | 2,069,000 | 2,069,000 | |||||||
Repurchase of common shares | $ (20,000) | (91,145,000) | $ (91,165,000) | ||||||
Repurchase of common shares, shares | (2,944,483) | (2,944,483) | |||||||
Cash dividends on common shares | (65,990,000) | $ (65,990,000) | |||||||
Amounts reclassified into earnings, net of taxes | 5,148,000 | 5,148,000 | |||||||
Changes in fair value of cash flow hedges, net of taxes | (11,726,000) | (11,726,000) | |||||||
Distributions to noncontrolling interests | (42,000) | (42,000) | |||||||
Net income (loss) | (95,764,000) | 1,070,000 | (94,694,000) | ||||||
Ending 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 | |||
Ending 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, APIC | (650,552,000) | ||||||||
Conversion of Old Waste Connections' shares of common stock into common shares of New Waste Connections | $ 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 | $ (397,774) | 19,870,000 | ||||||
Sale of common shares held in trust, shares | 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 (loss) | 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 | 262,803,271 | |||||||
Ending Balance, treasury shares at Dec. 31, 2016 | 337,397 | 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 (loss) | 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 | $ 1,384,000 | $ (1,384,000) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 577,420 | $ 247,321 | $ (94,694) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Loss on disposal of assets and impairments | 134,491 | 26,741 | 518,657 |
Depreciation | 530,187 | 393,600 | 240,357 |
Amortization of intangibles | 102,297 | 70,312 | 29,077 |
Foreign currency transaction loss (gain) | 2,200 | (1,121) | |
Deferred income taxes, net of acquisitions | (153,283) | 42,298 | (132,454) |
Amortization of debt issuance costs | 4,341 | 4,847 | 3,097 |
Share-based compensation | 39,361 | 44,772 | 20,318 |
Interest income on restricted assets | (589) | (477) | (428) |
Interest accretion | 13,822 | 10,505 | 6,761 |
Excess tax benefit associated with equity-based compensation | (5,196) | (2,069) | |
Adjustments to contingent consideration | 17,754 | (2,623) | (22,180) |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable, net | (38,934) | (5,252) | 17,348 |
Prepaid expenses and other current assets | (51,457) | (21,650) | (2,780) |
Accounts payable | 50,012 | 54,219 | (16,674) |
Deferred revenue | 4,205 | 8,016 | 4,377 |
Accrued liabilities | (15,002) | (70,041) | 8,217 |
Capping, closure and post-closure expenditures | (8,845) | (4,609) | (72) |
Other long-term liabilities | (10,708) | 4,143 | 141 |
Payment of contingent consideration recorded in earnings | (10,012) | (493) | |
Net cash provided by operating activities | 1,187,260 | 795,312 | 576,999 |
Cash flows from investing activities: | |||
Payments for acquisitions, net of cash acquired | (410,695) | (17,131) | (230,517) |
Cash acquired from acquisition | 65,768 | ||
Capital expenditures for property and equipment | (479,287) | (344,723) | (238,833) |
Proceeds from disposal of assets | 28,432 | 4,604 | 2,883 |
Change in restricted assets, net of interest income | (102,218) | (428) | (2,225) |
Other | (2,464) | (4,485) | (1,842) |
Net cash used in investing activities | (966,232) | (296,395) | (470,534) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 973,754 | 3,469,289 | 1,489,500 |
Principal payments on notes payable and long-term debt | (770,106) | (3,714,044) | (1,429,195) |
Payment of contingent consideration recorded at acquisition date | (17,158) | (16,322) | (2,190) |
Change in book overdraft | 8,241 | (1,305) | (89) |
Proceeds from option and warrant exercises | 1,946 | 572 | |
Excess tax benefit associated with equity-based compensation | 5,196 | 2,069 | |
Payments for repurchase of common shares | (91,165) | ||
Payments for cash dividends | (131,975) | (92,547) | (65,990) |
Tax withholdings related to net share settlements of restricted share units | (13,994) | (11,497) | (6,447) |
Debt issuance costs | (3,667) | (13,506) | (6,867) |
Proceeds from sale of common shares held in trust | 10,814 | 19,870 | |
Other | (1,095) | (3) | (42) |
Net cash used in financing activities | 56,760 | (354,869) | (109,844) |
Effect of exchange rate changes on cash and equivalents | 1,795 | (598) | |
Net increase (decrease) in cash and equivalents | 279,583 | 143,450 | (3,379) |
Cash and equivalents at beginning of year | 154,382 | 10,974 | 14,353 |
Less: change in cash held for sale | (150) | (42) | |
Cash and equivalents at end of year | 433,815 | 154,382 | 10,974 |
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH TRANSACTIONS: | |||
Cash paid for income taxes | 155,532 | 69,589 | 102,279 |
Cash paid for interest | 115,645 | 87,654 | 55,674 |
Accrued capital expenditures for property and equipment | 10,447 | 24,871 | 3,648 |
In connection with its acquisitions, the Company assumed liabilities as follows: | |||
Fair value of assets acquired | 635,361 | 6,023,667 | 433,227 |
Cash acquired | 65,768 | ||
Fair value of operations exchanged | (81,097) | ||
Cash paid and common shares issued for acquisition | (410,695) | (3,520,293) | (230,517) |
Liabilities assumed and notes payable issued to sellers of businesses acquired | 143,569 | $ 2,569,142 | $ 202,710 |
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, 2017 | |
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 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 year ended December 31, 2017. The accompanying consolidated financial statements of the Company are the historical financial statements of Old Waste Connections, together with its subsidiaries, for the years ended December 31, 2016 and 2015, 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, 2017 and 2016, 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 and 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 investments are invested primarily in U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company has not experienced any losses related to its cash and equivalents or restricted cash and 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 Revenues are recognized when persuasive evidence of an arrangement exists, the service has been provided, the price is fixed or determinable and collection is reasonably assured. Certain customers are billed in advance and, accordingly, recognition of the related revenues is deferred until the services are provided. In accordance with revenue recognition guidance, any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer is presented in the Statements of Net Income (Loss) on a net basis (excluded from revenues). The Company’s receivables 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. 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 2017 and 2016 “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 2016 and 2015. The Company’s inflation rate assumption was 2.5% for the years ended December 31, 2017 and 2016. 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 195 years, with an average remaining life of approximately 30 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, 2015 to December 31, 2017: Final capping, closure and post-closure liability at December 31, 2015 $ 78,613 Adjustments to final capping, closure and post-closure liabilities (6,797) Liabilities incurred 10,922 Accretion expense associated with landfill obligations 8,699 Closure payments (4,609) Assumption of closure liabilities from acquisitions 158,081 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 Liabilities incurred of $14,598 and $10,922 for the years ended December 31, 2017 and 2016, respectively, represent non-cash increases to final capping, closure and post-closure liabilities. The Adjustments to final capping, closure and post-closure liabilities primarily consisted of decreases in estimated closure and post closure costs at several of our landfills, most notably our landfill at Seneca Meadows, and changes in engineering estimates related to a proposed expansion at our Chiquita Canyon landfill 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, 2017 and 2016, $56,090 and $55,388 , respectively, of the Company’s restricted cash and 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, 2017 and 2016, the current portion of cell processing reserves was $ 2,984 and $3,932 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2017 and 2016, the long-term portion of cell processing reserves was $943 and $ 1,639 , 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 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. As discussed at the end of this Note 1, 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 , using discounted cash flow analyses. The Company did not test its E&P segment for goodwill impairment at December 31, 2017 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, 2017 and 2016 and of its three geographic operating segments at December 31, 2015 as a whole 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 2017 discounted cash flow analyses were based on ten -year financial forecasts, which in turn were based on the 2018 annual budget developed internally by management. These forecasts reflect operating profit margins that were consistent with 2017 results and perpetual revenue growth rates of 4.4% . The Company’s discount rate assumptions are based on an assessment of the market participant rate which approximated 6.2% . 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 goodwill and indefinite - lived intangible assets impairment tests for the years ended December 31, 2017, 201 6 or 2015. 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 (Loss) 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 (Loss) on certain indefinite-lived intangible assets within its E&P segment of $156 during the year ended December 31, 2016. During the third quarter of 2015, the Company determined that sufficient indicators of potential impairment existed to require an interim goodwill and indefinite-lived intangible assets impairment analysis for its E&P segment as a result of the sustained decline in oil prices in the year-to-date 2015 period, together with market expectations of a likely slow recovery in such prices. The Company, therefore, performed an interim Step 1 assessment of its E&P segment during the third quarter of 2015. 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 11.6% , annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas E&P a |
Use of Estimates and Assumption
Use of Estimates and Assumptions | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | |
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 year ended December 31, 2017 include the accounts of New Waste Connections. The financial statements presented herein for the years ended December 31, 2016 and 2015 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 acquired (65,768) Net fair value of consideration transferred 5,166,668 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 cash and investments 16,551 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 2,143,083 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 consists primarily of two amounts payable to the former owners of an acquisition completed by Progressive Waste in 2015. The first contingent amount payable is based on the acquired operations exceeding earnings targets specified in the purchase agreement over a one -year period ending September 30, 2017. There is 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 is 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 (Loss) 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 (Loss). Other Acquisitions 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 (Loss). 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 (Loss). In January 2015, the Company acquired Shale Gas Services, LLC (“Shale Gas”), which owns two E&P waste stream treatment and recycling operations in Arkansas and Texas, for cash consideration of $41,000 and potential future contingent consideration. The contingent consideration would be paid to the former owners of Shale Gas based on the achievement of certain operating targets for the acquired operations, as specified in the membership purchase agreement, over a two -year period following the close of the acquisition. The Company used probability assessments of the expected future cash flows and determined that no liability for payment of future contingent consideration existed as of the acquisition close date. As of December 31, 2017, the two-year period for assessment of the contingent consideration had expired and no payment was made. In March 2015, the Company acquired DNCS Properties, LLC (“DNCS”), which owns land and permits to construct and operate an E&P waste facility in the Permian Basin, for cash consideration of $30,000 and a long-term note issued to the former owners of DNCS with a fair value of $5,088 . The long-term note requires ten annual principal payments of $500 , followed by an additional ten annual principal payments of $250 , for total future cash payments of $7,500 . The fair value of the long-term note was determined by applying a discount rate of 4.75% to the payments over the 20 -year payment period. In November 2015, the Company acquired Rock River Environmental Services, Inc. (“Rock River”), an integrated provider of solid waste collection, recycling, transfer and disposal services. The acquired operations service 19 counties in central and northern Illinois and include five collection operations, two landfills, one compost facility, one transfer station and one recycling facility. The Company paid cash consideration of $225,000 for this acquisition, using proceeds from borrowings under the Old Waste Connections Credit Agreement. The Company also paid an additional amount for the purchase of estimated working capital, which was subject to post-closing adjustments. In addition to the acquisitions of Shale Gas, DNCS and Rock River, the Company also acquired 11 individually immaterial non-hazardous solid waste collection and disposal businesses during the year ended December 31, 2015. The total acquisition-related costs for these acquisitions was $4,235 . These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income (Loss). 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, 2017, 2016 and 2015: 2017 Acquisitions 2016 Acquisitions 2015 Acquisitions Fair value of consideration transferred: Cash $ 410,695 $ 17,131 $ 230,517 Debt assumed 56,958 - 111,324 Notes issued to sellers 13,460 - 6,091 Fair value of operations exchanged 81,097 - - 562,210 17,131 347,932 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 19,228 833 12,571 Prepaid expenses and other current assets 10,722 477 1,440 Property and equipment 169,433 4,735 208,363 Long-term franchise agreements and contracts 54,674 - 16,462 Indefinite-lived intangibles 5,830 - 1,256 Customer lists 33,529 8,508 12,504 Permits and other intangibles 27,261 - 37,071 Other assets 3,052 261 2,738 Accounts payable and accrued liabilities (12,020) (2,867) (9,337) Deferred revenue (6,883) (659) (5,056) Contingent consideration (2,885) (977) (815) Other long-term liabilities (1,080) - (19,998) Deferred income taxes (50,283) - (50,089) Total identifiable net assets 250,578 10,311 207,110 Goodwill $ 311,632 $ 6,820 $ 140,822 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. Goodwill acquired in 2015 totaling $40,863 is expected to be deductible for tax purposes. The fair value of acquired working capital related to five individually immaterial acquisitions completed during the year ended December 31, 2017, 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 five 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, 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 gross amount of trade receivables due under contracts acquired during the year ended December 31, 2015, was $13,037 , of which $466 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 years ended December 31, 2016 and 2015, were acquired as of January 1, 2015 (unaudited): Years Ended December 31, 2016 2015 Total revenue $ 4,184,871 $ 4,115,433 Net income $ 350,228 $ 8,643 Basic income per share $ 2.00 $ 0.05 Diluted income per share $ 1.99 $ 0.05 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, 2015, 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, 2017 | |
Assets Held for Sale [Abstract] | |
Assets Held for Sale | 4. ASSETS HELD FOR SALE 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. As of December 31, 2017, assets classified as held for sale consist of certain operating markets in the Company’s Southern segment. The assets held for sale as of December 31, 2017 have been recognized at the lower of cost or fair value less costs to sell, which resulted in recording an estimated loss on disposal of $19,189 to Impairments and other operating items in the Consolidated Statements of Net Income (Loss) during the year ended December 31, 2017. The expected consideration may include cash and non-monetary assets. Our assets and liabilities held for sale as of December 31, 2017 and 2016, were comprised of the following: December 31, 2017 2016 Current assets held for sale: Cash and equivalents $ 192 $ 42 Accounts receivable 1,185 5,726 Other current assets 219 571 $ 1,596 $ 6,339 Long-term assets held for sale: Property and equipment $ 12,623 $ 33,624 Goodwill - 244 Other assets 2 121 $ 12,625 $ 33,989 Current liabilities held for sale: Accounts payable $ 804 $ 1,320 Accrued liabilities 215 1,811 Deferred revenue 1,136 252 $ 2,155 $ 3,383 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 5. INTANGIBLE ASSETS, NET 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 The weighted-average amortization period of long-term franchise agreements and contracts acquired during the year ended December 31, 2017 was 16.9 years. The weighted-average amortization period of customer lists acquired during the year ended December 31, 2017 was 10.0 years. The weighted-average amortization period of finite-lived permits and other acquired during the year ended December 31, 2017 was 40.0 years. Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2016: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 428,783 $ (86,552) $ - $ 342,231 Customer lists 371,203 (131,525) - 239,678 Permits and other 290,823 (21,966) - 268,857 1,090,809 (240,043) - 850,766 Indefinite-lived intangible assets: Solid waste collection and transportation permits 152,761 - - 152,761 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,507) 21,348 254,899 - (38,507) 216,392 Intangible assets, exclusive of goodwill $ 1,345,708 $ (240,043) $ (38,507) $ 1,067,158 Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: For the year ending December 31, 2018 $ 100,652 For the year ending December 31, 2019 $ 89,819 For the year ending December 31, 2020 $ 81,300 For the year ending December 31, 2021 $ 71,941 For the year ending December 31, 2022 $ 63,066 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 6 . PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, 2017 2016 Landfill site costs $ 3,606,427 $ 3,483,699 Rolling stock 1,507,905 1,297,469 Land, buildings and improvements 867,941 768,432 Containers 587,799 532,477 Machinery and equipment 590,048 516,491 Construction in progress 33,886 35,038 7,194,006 6,633,606 Less accumulated depreciation and depletion (2,373,072) (1,895,551) $ 4,820,934 $ 4,738,055 The Company’s landfill depletion expense, recorded in Depreciation in the Consolidated Statements of Net Income (Loss), for the years ended December 31, 2017, 2016 and 2015, was $ 196,314 , $143,940 and $82,369 , respectively. As of December 31, 2017, certain assets and liabilities associated with our Southern segment met the held for sale criteria. As of December 31, 2016, certain assets and liabilities associated with our Southern and Eastern segments met the held for sale criteria. As a result, property and equipment totaling $12,623 and $33,624 , net of accumulated depreciation, have been reclassified to long-term assets held for sale on the accompanying Consolidated Balance Sheets at December 31, 2017 and 2016, respectively. See Note 4 for additional discussion. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 7. ACCRUED LIABILITIES Accrued liabilities consist of the following: December 31, 2017 2016 Insurance claims $ 122,162 $ 108,530 Payroll and payroll-related 86,436 74,173 Interest payable 15,595 12,677 Share-based compensation plan liability – current portion 4,407 3,955 Cell processing reserve - current portion 2,984 3,932 Environmental remediation reserve - current portion 2,315 2,316 Unrealized cash flow hedge losses 903 6,518 Other 43,237 57,301 $ 278,039 $ 269,402 As of December 31, 2017, certain assets and liabilities associated with our Southern segment met the held for sale criteria. As of December 31, 2016, certain assets and liabilities associated with our Southern and Eastern segments met the held for sale criteria. As a result, accrued liabilities totaling $215 and $1,811 , respectively, have been reclassified to current liabilities held for sale on the accompanying Consolidated Balance Sheets at December 31, 2017 and 2016. See Note 4 for additional discussion. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 8. LONG-TERM DEBT The following chart presents the Company’s long-term debt as of December 31, 2017 and 2016: December 31, 2017 2016 Revolver under Credit Agreement $ 192,101 $ 310,582 Term loan under Credit Agreement 1,637,500 1,637,500 2018 Senior Notes 50,000 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 - 2025 Senior Notes 375,000 375,000 2026 Senior Notes 400,000 400,000 2027 Senior Notes 250,000 - Tax-exempt bonds 95,430 95,430 Notes payable to sellers and other third parties, bearing interest at 2.00% to 24.81% , principal and interest payments due periodically with due dates ranging from 2018 to 2036 (a) 26,290 14,180 3,926,321 3,632,692 Less – current portion (11,659) (1,650) Less – debt issuance costs (15,090) (14,282) $ 3,899,572 $ 3,616,760 ____________________ (a) Interest rates represent the interest rates incurred at December 31, 2017. 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 a Revolving Credit and Term Loan Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “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 (the “Lenders”) 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 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 Credit Agreement, which has a scheduled maturity date of June 1, 2021 . Details of the Credit Agreement are as follows: December 31, 2017 2016 Revolver under Credit Agreement Available $ 1,149,813 $ 1,004,451 Letters of credit outstanding $ 220,586 $ 247,467 Total amount drawn, as follows: $ 192,101 $ 310,582 Amount drawn – Canadian prime rate loan $ 16,739 $ 7,448 Interest rate applicable - Canadian prime rate loan 3.45% 2.95% Interest rate margin – Canadian prime rate loan 0.25% 0.25% Amount drawn – Canadian bankers’ acceptance $ 175,362 $ 303,134 Interest rate applicable – Canadian bankers’ acceptance 2.64% 2.13% Interest rate acceptance fee – Canadian bankers’ acceptance 1.20% 1.20% Commitment – rate applicable 0.15% 0.15% Term loan under Credit Agreement Amount drawn – U.S. based LIBOR loan $ 1,637,500 $ 1,637,500 Interest rate applicable – U.S. based LIBOR loan 2.77% 1.97% Interest rate margin – U.S. based LIBOR loan 1.20% 1.20% Pursuant to the terms and conditions of the Credit Agreement, the Lenders have committed to provide 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. 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 $500,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $75,000 and the aggregate commitments under the revolving advances. This swing line sublimit is part of, and not in addition to, the aggregate commitments under the revolving advances. In addition, certain existing letters of credit in place under the Prior Credit Agreements 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 $5,062 of debt issuance costs related to the Credit Agreement recorded in Other assets, net in the Consolidated Balance Sheets at December 31, 2017, which are being amortized through the maturity date, or June 1, 2021 . 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 notes, 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 equivalent notes 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. Proceeds from the borrowings under the Credit Agreement may be used on a go forward basis (i) to finance acquisitions permitted under the Credit Agreement, and (ii) for capital expenditures, working capital, letters of credit, and general corporate purposes. 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, 2017 and 2016, the Company was in compliance with all applicable covenants in the Credit Agreement. 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 the 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. The 2017A Senior Notes bear interest at fixed rates with interest payable in arrears semi-annually on the first day of October and April beginning on October 1, 2017, and on the respective maturity dates, until the principal thereunder becomes due and payable . The Company is amortizing the $3,692 of debt issuance costs through the maturity dates of the respective notes. Pursuant to the terms and conditions of the 2016 NPA, the Company has outstanding senior unsecured notes (the “2016 Senior Notes”) at December 31, 2017 consisting of 2.39% senior notes due June 1, 2021 (the “New 2021 Senior Notes”), 2.75% senior notes due June 1, 2023 (the “2023 Senior Notes”), 3.03% senior notes due June 1, 2026 (the “2026 Senior Notes”) and the 2017A Senior Notes. The New 2021 Senior Notes, the 2023 Senior Notes and the 2026 Senior Notes bear interest at fixed rates with interest payable in arrears semi-annually on the first day of June and December, commencing on December 1, 2016, and on the respective maturity dates, until the principal thereunder becomes due and payable. The Company is amortizing the $5,319 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). Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the 2016 NPA. The subsidiaries who have executed a guaranty in relation to the 2016 NPA are the same set of subsidiaries who have executed a guaranty in relation to the Assumed 2008 NPA (defined below) and the same set of subsidiaries that are guarantors under the Credit Agreement. 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 any time at par plus a make-whole amount determined by the amount of the excess, if any, to 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, 2017 and 2016, 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 (the “Sixth Amendment”) to that certain Master Note Purchase Agreement, dated July 15, 2008 (the “2008 NPA”), as amended by Amendment No. 1 to the 2008 NPA dated as of July 20, 2009, as supplemented by First Supplement to the 2008 NPA dated as of October 26, 2009, as amended by Amendment No. 2 to the 2008 NPA dated as of November 24, 2010, as supplemented by Second Supplement to the 2008 NPA dated as of April 1, 2011, as amended by Amendment No. 3 to the 2008 NPA dated as of October 12, 2011, as amended by Amendment No. 4 to the 2008 NPA dated as of August 9, 2013, as amended by Amendment No. 5 to the 2008 NPA dated as of February 20, 2015, and as supplemented by Third Supplement to the 2008 NPA dated as of June 11, 2015 (the 2008 NPA, as so amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to June 1, 2016, the “Amended 2008 NPA”). The Sixth Amendment, among other things, provided for certain amendments to the Amended 2008 NPA to facilitate (i) the Progressive Waste acquisition and related transactions contemplated thereunder, (ii) the Company’s assumption of the Obligors’ obligations under the Assumed 2008 NPA (defined below) pursuant to the Assumption Agreement (defined below) upon the consummation of the Progressive Waste acquisition, (iii) the release of and/or reconstitution of obligations as a guaranty for certain Obligors, and (iv) additional amendments to the Amended 2008 NPA (beyond those in the Sixth Amendment) which were effective upon the Company’s assumption of the Obligor’s obligations under the Assumed 2008 NPA pursuant to the Assumption Agreement. On June 1, 2016, 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 Amended 2008 NPA as further amended by the Sixth Amendment (the Amended 2008 NPA as amended by the Sixth Amendment and as further modified by the Assumption Agreement, the “Assumed 2008 NPA”). 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, 2017 consisting of 4.00% senior notes due 2018 (the “2018 Senior Notes”), 5.25% senior notes due 2019 (the “2019 Senior Notes”), 4.64% senior notes due 2021 (the “2021 Senior Notes”), 3.09% senior notes due 2022 (the “2022 Senior Notes”) and 3.41% senior notes due 2025 (the “2025 Senior Notes”). 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 $825,000 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. Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the Assumed 2008 NPA. The subsidiaries who have executed a guaranty in relation to the Assumed 2008 NPA are the same set of subsidiaries who have executed a guaranty in relation to the 2016 NPA and the same set of subsidiaries that are guarantors under the Credit Agreement. 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 any time 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, 2017 and 2016, the Company was in compliance with all applicable covenants in the Assumed 2008 NPA. 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 2017 Bond 2017 2016 (Amount) West Valley Bond Variable 1.73% August 1, 2018 $ 15,500 $ 15,500 $ 15,678 LeMay Washington Bond Variable 1.74% April 1, 2033 15,930 15,930 16,126 PA IRB Facility Variable 1.75% November 1, 2028 35,000 35,000 35,336 TX IRB Facility Variable 1.73% April 1, 2022 24,000 24,000 24,230 2009 Seneca IRB Facility Variable 1.75% December 31, 2039 5,000 5,000 5,058 $ 95,430 $ 95,430 $ 96,428 The variable-rate bonds are all remarketed weekly by a remarketing agent to effectively maintain a variable yield. If the remarketing agent is unable to remarket the bonds, then the remarketing agent can put the bonds to the Company. The Company obtained standby letters of credit, issued under the Credit Agreement, to guarantee repayment of the bonds in this event. The Company classified these borrowings as long-term at December 31, 2017, because the borrowings were supported by standby letters of credit issued under the Company’s Credit Agreement. As of December 31, 2017, aggregate contractual future principal payments by calendar year on long-term debt are due as follows: 2018 * $ 11,659 2019 176,801 2020 1,399 2021 2,150,115 2022 150,474 Thereafter 1,435,873 $ 3,926,321 ______________________ * The Company has recorded the 2018 Senior Notes and the West Valley Bond in the 2021 category in the table above as the Company has the intent and ability to redeem the 2018 Senior Notes on April 20, 2018 and the West Valley Bond on August 1, 2018 using borrowings under the Credit Agreement. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
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 uses 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 include: (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 and from $2.61 to $2.78 at December 31, 2016. The weighted average DOE index curve used in the DCF model was $2.96 and $2.75 at December 31, 2017 and 2016, respectively. Significant increases (decreases) in the forward DOE index curve would result in a significantly higher (lower) fair value measurement. 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 U.S. government and agency securities, money market accounts and Canadian bankers’ acceptance notes. The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2017 and 2016, were as follows: 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) Fair Value Measurement at December 31, 2016 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 $ 8,339 $ - $ 8,339 $ - Fuel hedge derivative instruments – net liability position $ (264) $ - $ - $ (264) Restricted cash and investments $ 57,166 $ - $ 57,166 $ - Contingent consideration $ (51,826) $ - $ - $ (51,826) The following table summarizes the changes in the fair value for Level 3 derivatives for the years ended December 31, 2017 and 2016: Years Ended December 31, 2017 2016 Beginning balance $ (264) $ (9,900) Realized losses included in earnings 2,818 5,832 Unrealized gains included in AOCIL 1,326 3,804 Ending balance $ 3,880 $ (264) The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2017 and 2016: Years Ended December 31, 2017 2016 Beginning balance $ 51,826 $ 49,394 Contingent consideration recorded at acquisition date 2,885 20,389 Payment of contingent consideration recorded at acquisition date (17,158) (16,322) Payment of contingent consideration recorded in earnings (10,012) (493) Adjustments to contingent consideration 17,754 (2,623) Interest accretion expense 1,746 1,481 Foreign currency translation adjustment 244 - Ending balance $ 47,285 $ 51,826 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 45 years. The Company’s total rent expense for equipment during the years ended December 31, 2017, 2016 and 2015, was $14,367 , $12,132 and $9,811 , respectively. The Company’s total rent expense for facilities during the years ended December 31, 2017, 2016 and 2015, was $ 29,016 , $23,527 and $17,044 , respectively. As of December 31, 2017, future minimum lease payments, by calendar year, are as follows: 2018 $ 32,510 2019 27,326 2020 24,499 2021 18,518 2022 15,378 Thereafter 63,895 $ 182,126 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, 2017 and 2016, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $ 609,561 and $589,270 , respectively, to secure its asset closure and retirement requirements and $ 281,459 and $273,465 , 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 $ 410,280 and $546,145 were outstanding as of December 31, 2017 and 2016, 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, 2017, the Company’s unconditional purchase obligations consist of multiple fixed-price fuel purchase contracts under which it has 26.0 million gallons remaining to be purchased for a total of $59,720 . These fuel purchase contracts expire on or before December 31, 2019. As of December 31, 2017, future minimum purchase commitments, by calendar year, are as follows: 2018 $ 35,829 2019 23,891 $ 59,720 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, 2017 and 2016, the current portion of remediation reserves was $ 2,315 and $2,316 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2017 and 2016, the long-term portion of remediation reserves was $ 19,368 and $19,026 , 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, 2017, 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. 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. In June 2017, attorneys for the EPA informed attorneys for several PRPs that it now expects to begin RD/RA negotiations in the late summer or early fall of 2018. The Company cannot provide assurance that the EPA’s schedule can be met or will be adjusted. 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 (the “Department”) 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, and over CCL’s objections, 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. Current estimates for new costs imposed on CCL under the CUP are in excess of $250,000 . 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 Los Angeles County 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” or the “lawsuit”). 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. The hearing on the demurrer is set for April 3, 2018. CCL believes that it has meritorious arguments to resist the demurrer. CCL will 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 of Los Angeles, 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. No trial date or briefing schedule on the petition for writ of mandate has been established 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 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. 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 23, 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 is negotiating with County Counsel to set a briefing schedule and hearing date for the appeal. CCL also 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 Department 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, 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 Complaint. On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV. No hearing date has been set at this time and CCL may supplement the record and its arguments before and during the hearing. CCL also 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. Collective Bargaining Agreements Twenty of the Company’s collective bargaining agreements have expired or are set to expire in 2018. The Company does not expect any significant disruption in its overall business in 2018 as a result of labor negotiations, employee strikes or organizational efforts. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' 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 Old Waste Connections authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In October 2017, New Waste Connections announced that its Board of Directors increased its regular quarterly cash dividend by $0.02 , from $0.12 to $0.14 per share. Cash dividends of $ 131,975 , $92,547 and $65,990 were paid during the years ended December 31, 2017, 2016 and 2015, respectively. Normal Course Issuer Bid On July 24, 2017, 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 13,181,806 of the Company’s common shares during the period of August 8, 2017 to August 7, 2018 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed on the conclusion of the Company’s original NCIB that expired August 7, 2017 under which no shares were repurchased. The Company received Toronto Stock Exchange (the “TSX”) approval for its annual renewal of the NCIB on August 2, 2017. 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 would be limited to a maximum of 80,287 common shares, which represents 25% of the average daily trading volume on the TSX of 321,151 common shares for the period from February 1, 2017 to July 31, 2017. 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, 2017, the Company did not repurchase any common shares pursuant to the NCIB . For the year ended December 31, 2016, the Company did not repurchase any common shares pursuant to the NCIB nor did Old Waste Connections repurchase shares of its common stock pursuant to its share repurchase program. For the year ended December 31, 2015, Old Waste Connections repurchased 2,944,483 shares of common stock at an aggregate cost of $91,165 . 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, 2017, the Company has reserved the following common shares for issuance: For outstanding RSUs, PSUs and warrants 2,045,951 For future grants under the 2016 Incentive Award Plan 6,765,372 8,811,323 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 year ended December 31, 2017 and during the period of June 1, 2016 to December 31, 2016, the Company sold 171,264 and 397,774 common shares held in the trust, respectively, to settle restricted share units that vested and deferred share units that settled. 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, 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, 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 – New Waste Connections A summary of the Company’s RSU activity is presented below: Years Ended December 31, 2017 2016 2015 Restricted share units granted 415,954 456,223 499,173 Weighted average grant-date fair value of restricted share units granted $ 57.09 $ 38.38 $ 30.09 Total fair value of restricted share units granted $ 23,748 $ 17,510 $ 15,019 Restricted share units becoming free of restrictions 571,258 646,761 718,029 Weighted average restriction period (in years) 3.8 3.9 3.9 A summary of activity related to RSUs during the year ended December 31, 2017, is presented below: Unvested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2016 1,252,253 $ 28.07 Granted 415,954 57.09 Forfeited (54,935) 45.02 Vested and Issued (547,209) 29.53 Vested and Deferred (24,049) 23.17 Outstanding at December 31, 2017 1,042,014 41.97 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, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs. At December 31, 2017, 2016 and 2015, the Company had 351,570, 365,694 and 384,286 vested deferred RSUs outstanding, respectively. Performance-Based Restricted Share Units – New Waste Connections A summary of the Company’s PSU activity is presented below: Years Ended December 31, 2017 2016 2015 PSUs granted 210,103 221,466 358,035 Weighted average grant-date fair value of PSUs granted $ 56.55 $ 37.83 $ 29.97 Total fair value of PSUs granted $ 11,881 $ 8,379 $ 10,732 PSUs becoming free of restrictions 122,786 184,440 - Weighted average restriction period (in years) 3.6 4.0 3.8 A summary of activity related to PSUs during the year ended December 31, 2017, is presented below: Unvested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2016 427,144 $ 34.07 Granted 210,103 56.55 Forfeited - - Vested and Issued (122,786) 33.38 Outstanding at December 31, 2017 514,461 43.42 During the year ended December 31, 2015, Old Waste Connections’ Compensation Committee granted PSUs to the Company’s executive officers and non-executive officers with three -year performance-based metrics that the Company had been required to meet before those awards were earned. However, as a result of the Progressive Waste acquisition, the Company’s Board of Directors accelerated the vesting of these PSUs at the target performance level, other than those PSUs held by Messrs. Mittelstaedt and Bouck, which were terminated. 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 each of the years ended December 31, 2016 and 2015, 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 – New Waste Connections 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, 2017, expire between 2018 and 2022 . A summary of warrant activity during the year ended December 31, 2017, is presented below: Warrants Weighted-Average Exercise Price Outstanding at December 31, 2016 176,886 $ 35.21 Granted 35,382 62.61 Forfeited (41,568) 36.07 Exercised (32,794) 33.31 Outstanding at December 31, 2017 137,906 42.43 The following table summarizes information about warrants outstanding as of December 31, 2017 and 2016: Warrants Fair Value of Warrants Outstanding at December 31, Grant Date Issued Exercise Price Issued 2017 2016 Throughout 2012 107,967 $20.35 to $22.02 628 - 9,931 Throughout 2014 75,604 $30.41 to $32.71 276 17,521 21,547 Throughout 2015 136,768 $28.30 to $36.32 1,333 75,978 129,742 Throughout 2016 15,666 $42.22 to $51.55 189 9,025 15,666 Throughout 2017 35,382 $53.65 to $69.96 595 35,382 - 137,906 176,886 Deferred Share Units – New Waste Connections and Progressive Waste Plans A summary of the Company’s deferred share units (“DSUs”) activity is presented below: Years Ended December 31, 2017 2016 DSUs granted 4,722 786 Weighted average grant-date fair value of DSUs granted $ 57.65 $ 47.46 Total fair value of DSUs granted $ 272 $ 37 A summary of activity related to DSUs during the year ended December 31, 2017, is presented below: Vested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2016 68,902 $ 24.09 Granted 4,722 57.65 Share settled (35,390) 23.68 Cash settled (25,096) 21.93 Outstanding at December 31, 2017 13,138 41.40 Restricted Share Units - Progressive Waste Plans 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 of RSUs. A summary of activity related to Progressive Waste RSUs during the year ended December 31, 2017, is presented below: Outstanding at December 31, 2016 269,206 Cash settled (107,716) Forfeited (2,980) Outstanding at December 31, 2017 158,510 A summary of vesting activity related to Progressive Waste RSUs during the year ended December 31, 2017, is presented below: Vested at December 31, 2016 222,517 Vested over remaining service period 26,233 Cash settled (107,716) Forfeited (2,980) Vested at December 31, 2017 138,054 No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. During the year ended December 31, 2017, 1,533 Progressive Waste RSUs, respectively, were forfeited and have been redistributed to other remaining active participants. Performance-Based Restricted Share Units - Progressive Waste Plans 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 of performance-based restricted share units (“PSUs”) based on achieving target results. A summary of activity related to Progressive Waste PSUs during the year ended December 31, 2017, is presented below: Outstanding at December 31, 2016 92,957 Cash settled, net of notional dividend (32,515) Forfeitures (4,840) Outstanding at December 31, 2017 55,602 A summary of vesting activity related to Progressive Waste PSUs during the year ended December 31, 2017, is presented below: Vested at December 31, 2016 35,727 Vested over remaining service period 30,035 Cash settled, net of notional dividend (32,515) Forfeitures (4,840) Vested at December 31, 2017 28,407 No PSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. Share Based Options – Progressive Waste Plans 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 of share based options. A summary of activity related to Progressive Waste share based options during the year ended December 31, 2017, is presented below: Outstanding at December 31, 2016 672,996 Share settled (33,792) Cash settled (383,954) Forfeited (18,634) Outstanding at December 31, 2017 236,616 A summary of vesting activity related to Progressive Waste share based options during the year ended December 31, 2017, is presented below: Vested at December 31, 2016 601,395 Vested over remaining service period 71,601 Share settled (33,792) Cash settled (383,954) Forfeited (18,634) Vested at December 31, 2017 236,616 No share based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 2016 and 2015, are as follows: 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) Year Ended December 31, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 5,093 $ (1,938) $ 3,155 Fuel hedge amounts reclassified into cost of operations 3,217 (1,224) 1,993 Changes in fair value of interest rate swaps (7,746) 2,926 (4,820) Changes in fair value of fuel hedges (11,138) 4,232 (6,906) $ (10,574) $ 3,996 $ (6,578) A rollforward 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, 2015 $ (6,134) $ (6,037) $ - $ (12,171) Amounts reclassified into earnings 3,607 4,939 - 8,546 Changes in fair value 2,363 9,192 - 11,555 Foreign currency translation adjustment - - (50,931) (50,931) 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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
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. For the years ended December 31, 2017 and 2016, Waste Connections, Inc. is the public parent corporation organized under the laws of Ontario, Canada. For the year ended December 31, 2015, Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation, was the public parent corporation. Income (loss) before provision (benefit) for income taxes consists of the following: Years Ended December 31, 2017 2016 2015 U.S. $ 301,962 $ 243,955 $ (126,286) Non – U.S. 206,548 117,410 - Income (loss) before income taxes $ 508,510 $ 361,365 $ (126,286) The provision (benefit) for income taxes for the years ended December 31, 2017, 2016 and 2015, consists of the following: Years Ended December 31, 2017 2016 2015 Current: U.S. Federal $ 45,089 $ 46,735 $ 86,053 State 19,848 14,692 14,809 Non – U.S. 18,537 10,307 - 83,474 71,734 100,862 Deferred: U.S. Federal (203,131) 47,403 (117,549) State 7,534 3,536 (14,905) Non – U.S. 43,213 (8,629) - (152,384) 42,310 (132,454) Provision (benefit) for income taxes $ (68,910) $ 114,044 $ (31,592) 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 (Loss) 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 35% as opposed to the Canadian statutory rate of approximately 27% to provide a more meaningful insight into those differences and provide greater comparability to prior years. The items shown in the following table are a percentage of pre-tax income (loss): Years Ended December 31, 2017 2016 2015 U.S. federal statutory rate 35.0% 35.0% (35.0%) State taxes, net of federal benefit 4.1 3.9 (0.3) Deferred income tax liability adjustments 0.5 0.6 (3.1) Effect of international operations (14.6) (10.9) - Progressive Waste acquisition - 2.3 - Enactment of the Tax Act (53.1) - - Deferred tax on undistributed earnings 12.3 - - Goodwill impairment 2.1 - 12.3 Other 0.1 0.7 1.1 (13.6%) 31.6% (25.0%) The comparability of the Company’s income tax provision (benefit) for the reported periods has been affected by variations in its income (loss) before income taxes. During the years ended December 31, 2017 and 2016, 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, as well as a portion of the Company’s income from internal financing that is either untaxed or taxed at rates substantially lower than the U.S. federal statutory rate. 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. Further, the Company recorded a deferred income tax expense of $62,350 associated with a portion of our U.S. earnings no longer deemed to be permanently reinvested. 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 . During the year ended December 31, 2015, the Deferred income tax liability adjustments, due primarily to changes in the geographical apportionment of the Company’s state income taxes associated with the impairment of a portion of the goodwill, indefinite-lived intangible assets and property and equipment within the E&P segment, resulted in an increase to tax benefit of $3,869 . Additionally, a portion of the aforementioned goodwill impairment within the E&P segment that was not deductible for tax purposes resulted in a decrease to federal tax benefit of $15,546 . The significant components of deferred income tax assets and liabilities, reduced by valuation allowances as applicable, as of December 31, 2017 and 2016 are presented below. 2017 2016 Deferred income tax assets: Accrued expenses $ 17,108 $ 68,706 Compensation 19,157 28,994 Contingent liabilities 11,826 20,653 Finance costs 5,132 10,374 Tax credits and loss carryforwards 23,374 43,596 Other 7,295 10,022 Gross deferred income tax assets 83,892 182,345 Less: Valuation allowance - (14,567) Net deferred income tax assets 83,892 167,778 Deferred income tax liabilities: Goodwill and other intangibles (273,408) (383,205) Property and equipment (414,904) (536,327) Landfill closure/post-closure (7,758) (11,557) Prepaid expenses (9,912) (13,244) Interest rate and fuel hedges (6,001) (2,109) Investment in subsidiaries (62,676) - Total deferred income tax liabilities (774,659) (946,442) Net deferred income tax liability $ (690,767) $ (778,664) The Company has $31,448 of Canadian tax loss carryforwards with a 20-year carryforward period which will begin to expire in 2027, as well as various state tax losses with carryforward periods up to 20 years. As of December 31, 2017, the Company had undistributed earnings of approximately $1,386,000 for which income taxes have not been provided on earnings of approximately $111,000 . Additionally, the Company has not recorded deferred taxes on the excess amount of financial reporting over tax basis of approximately $297,000 attributable to the Company’s non-U.S. subsidiaries which are deemed to be permanently reinvested. It is not practical to estimate the additional tax that may become payable upon the eventual repatriation of these amounts to Canada; however, the tax impacts could result in a material increase to the Company’s effective tax rate. These permanently reinvested amounts are considered provisional under SAB 118, which provides a measurement period for companies to complete the accounting under ASC 740 . 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 2013, 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 2010. The Company did not have any unrecognized tax benefits recorded at December 31, 2017, 2016 or 2015. The Company does not anticipate the total amount of unrecognized tax benefits will significantly change by December 31, 2018. 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, 2017 | |
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, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas; the Company’s Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; the Company’s Eastern segment services customers located in Illinois, Iowa, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, eastern Tennessee, Vermont and Wisconsin; 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 (loss) 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, 2017, 2016 and 2015, is shown in the following tables: 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 Western 1,127,146 (119,916) 1,007,230 323,648 95,724 100,000 1,573,955 Eastern 1,137,608 (178,394) 959,214 273,942 136,998 101,569 2,024,527 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 Western 1,051,637 (116,318) 935,319 315,708 89,198 86,200 1,516,870 Eastern 741,283 (114,639) 626,644 189,220 88,748 77,478 1,519,576 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 Year Ended December 31, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Depreciation and Amortization Capital Expenditures Total Assets (e) Southern $ 168,855 $ (23,566) $ 145,289 $ 35,718 $ 19,959 $ 20,779 $ 259,046 Western 984,283 (103,890) 880,393 290,937 83,073 82,118 1,498,296 Eastern 441,139 (75,313) 365,826 114,747 49,345 38,427 1,042,463 Canada 10,330 - 10,330 4,921 2,787 5,872 20,298 Central 559,801 (59,590) 500,211 184,006 64,072 57,163 1,070,505 E&P 226,782 (11,544) 215,238 70,132 47,339 31,632 1,115,234 Corporate (a), (d) - - - 1,933 2,859 2,842 66,229 $ 2,391,190 $ (273,903) $ 2,117,287 $ 702,394 $ 269,434 $ 238,833 $ 5,072,071 ____________________ (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 year ended December 31, 2017, 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, 2016 and 2017, by reportable segment: Southern Western Eastern Canada Central E&P Total Balance as of December 31, 2015 $ 95,710 $ 373,820 $ 459,532 $ - $ 416,420 $ 77,343 $ 1,422,825 Goodwill acquired (a) 1,378,879 2,717 79,116 1,502,850 51,504 - 3,015,066 Goodwill adjustment for assets held for sale (4,566) - (5,244) - - - (9,810) Goodwill reclassified as assets held for sale - - (244) - - - (244) Impact of changes in foreign currency - - - (37,576) - - (37,576) Balance as of December 31, 2016 1,470,023 376,537 533,160 1,465,274 467,924 77,343 4,390,261 Goodwill acquired 7,510 20,971 275,006 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 $ 397,508 $ 804,133 $ 1,575,538 $ 468,275 $ - $ 4,681,774 ____________________ (a) During the year ended December 31, 2017, the Company recorded an adjustment for $15,339 to decrease the value of property and equipment acquired in the Progressive Waste acquisition. Property and equipment, net relating to operations in the United States and Canada are as follows: December 31, 2017 2016 United States $ 4,082,124 $ 4,002,665 Canada 738,810 735,390 Total $ 4,820,934 $ 4,738,055 A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income (loss) before income tax provision in the Consolidated Statements of Net Income (Loss) is as follows: Years ended December 31, 2017 2016 2015 Southern segment EBITDA $ 258,560 $ 163,320 $ 35,718 Western segment EBITDA 323,648 315,708 290,937 Eastern segment EBITDA 273,942 189,220 114,747 Canada segment EBITDA 264,693 153,446 4,921 Central segment EBITDA 237,136 208,930 184,006 E&P segment EBITDA 90,597 32,479 70,132 Subtotal reportable segments 1,448,576 1,063,103 700,461 Unallocated corporate overhead (32,501) (119,215) 1,933 Depreciation (530,187) (393,600) (240,357) Amortization of intangibles (102,297) (70,312) (29,077) Impairments and other operating items (156,493) (27,678) (494,492) Interest expense (125,297) (92,709) (64,236) Interest income 5,173 602 487 Other income (expense), net 3,736 53 (1,005) Foreign currency transaction gain (loss) (2,200) 1,121 - Income (loss) before income tax provision $ 508,510 $ 361,365 $ (126,286) The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: Year Ended December 31, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 3,181,447 $ (9,472) $ 3,171,975 68.5% Solid waste disposal and transfer 1,577,975 (609,567) 968,408 20.9 Solid waste recycling 161,730 (8,959) 152,771 3.3 E&P waste treatment, recovery and disposal 203,473 (11,468) 192,005 4.2 Intermodal and other 146,749 (1,420) 145,329 3.1 Total $ 5,271,374 $ (640,886) $ 4,630,488 100.0% Year Ended December 31, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 2,359,813 $ (7,766) $ 2,352,047 69.7% Solid waste disposal and transfer 1,155,410 (443,022) 712,388 21.1 Solid waste recycling 92,456 (6,941) 85,515 2.5 E&P waste treatment, recovery and disposal 132,286 (12,086) 120,200 3.6 Intermodal and other 106,363 (650) 105,713 3.1 Total $ 3,846,328 $ (470,465) $ 3,375,863 100.0% Year Ended December 31, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 1,378,679 $ (4,623) $ 1,374,056 64.9% Solid waste disposal and transfer 670,369 (255,200) 415,169 19.6 Solid waste recycling 47,292 (924) 46,368 2.2 E&P waste treatment, recovery and disposal 228,529 (13,156) 215,373 10.2 Intermodal and other 66,321 - 66,321 3.1 Total $ 2,391,190 $ (273,903) $ 2,117,287 100.0% |
Net Income (Loss) Per Share Inf
Net Income (Loss) Per Share Information | 12 Months Ended |
Dec. 31, 2017 | |
Net Income (Loss) Per Share Information [Abstract] | |
Net Income (Loss) Per Share Information | 15. NET INCOME (LOSS) 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 (loss) per common share attributable to the Company’s shareholders for the years ended December 31, 2017, 2016 and 2015: Years Ended December 31, 2017 2016 2015 Numerator: Net income (loss) attributable to Waste Connections for basic and diluted earnings per share $ 576,817 $ 246,540 $ (95,764) Denominator: Basic shares outstanding 263,682,608 230,325,012 185,237,896 Dilutive effect of equity-based awards 619,803 756,484 - Diluted shares outstanding 264,302,411 231,081,496 185,237,896 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
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 Canadian Income Tax Act. 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 from 3% to 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 $ 14,703 , $10,420 and $4,702 , respectively, during the years ended December 31, 2017, 2016 and 2015. These amounts include matching contributions Waste Connections made under the Deferred Compensation Plan, described below. Multiemployer Pension Plans: The Company also participates in 10 “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 2017 2016 FIP/RP Status (a),(b) 2017 2016 2015 Collective Bargaining Agreement Western Conference of Teamsters Pension Trust 91-6145047 - 001 Green Green Not applicable $ 4,191 $ 3,420 $ 4,314 12/15/2017 to 6/30/2021 Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan 91-6028571 - 001 Green Green Not applicable 275 252 242 9/30/2019 International Union of Operating Engineers Pension Trust 85512-1 Green as of 9/30/2015 Green as of 9/30/2015 Not applicable 219 120 - 3/31/2020 to 3/31/2021 Multi-Sector Pension Plan 1085653 Green Green Not applicable 228 112 - 12/31/2018 Local 813 Pension Trust Fund 13-1975659 - 001 Critical Critical Implemented 158 86 - 11/30/2019 Midwest Operating Engineers Pension Plan 36-6140097 - 001 Yellow as of 4/1/2016 Yellow as of 4/1/2015 Implemented 207 11 - 10/31/2020 Suburban Teamsters of Northern Illinois Pension Fund 36-6155778 - 001 Yellow Not applicable Implemented 877 - - 1/31/2019 to 2/28/2019 Teamster Local 301 Pension Fund 36-6492992 - 001 Green Not applicable Not applicable 489 - - 9/30/2018 Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund 36-6042061 - 001 Yellow Not applicable Implemented 837 - - 12/31/2018 Local 731, I.B. of T., Excavators and Pavers Pension Fund 36-6513565 - 001 Yellow Not applicable Implemented 4,342 - - 9/30/2018 $ 11,823 $ 4,001 $ 4,556 ______________________ (a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2017 and 2016 is for the plans’ years ended December 31, 2016 and 2015 , 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, 2017 and 2016. 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, 2017, 2016 and 2015, 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, 2017 and 2016 was $ 25,992 and $21,051 , 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, 2017 | |
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 2017: First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 1,091,266 $ 1,175,569 $ 1,206,478 $ 1,157,175 Operating income 26,404 206,910 218,770 175,014 Net income 15,020 123,887 123,410 315,128 Net income attributable to Waste Connections 14,874 123,656 123,227 315,086 Basic income per common share attributable to Waste Connections’ common shareholders 0.06 0.47 0.47 1.20 Diluted income 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 deemed to no longer be 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. The following table summarizes the Company’s unaudited consolidated quarterly results of operations for 2016: First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 514,680 $ 727,639 $ 1,084,922 $ 1,048,622 Operating income (loss) 90,979 63,495 158,666 139,157 Net income (loss) 45,017 27,720 88,881 85,703 Net income (loss) attributable to Waste Connections 44,842 27,489 88,617 85,592 Basic income (loss) per common share attributable to Waste Connections’ common shareholders 0.24 0.13 0.34 0.33 Diluted income (loss) per common share attributable to Waste Connections’ common shareholders 0.24 0.13 0.34 0.32 As described in Note 3, the financial statements presented herein are the historical financial statements of Old Waste Connections with the inclusion of the results of operations from the acquired Progressive Waste operations commencing on June 1, 2016. During the first quarter of 2016, the Company incurred $8,521 of direct acquisition costs associated with the Progressive Waste acquisition. During the second quarter of 2016, the Company incurred $23,037 of direct acquisition costs associated with the Progressive Waste acquisition, $19,402 of severance-related expenses payable to personnel of Progressive Waste, $14,322 from the Company paying excise taxes levied on the unvested or vested and undistributed equity-compensation holdings of Old Waste Connections’ corporate officers resulting from the Progressive Waste acquisition and $8,022 of share-based compensation expenses related to awards granted to employees of Progressive Waste prior to June 1, 2016 for which vesting was accelerated due to plan provisions regarding a change in control followed by termination of employment. During the third quarter of 2016, the Company incurred $4,827 of severance-related expenses payable to personnel of Progressive Waste and $5,300 of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the Progressive Waste acquisition. During the fourth quarter of 2016, the Company incurred $6,498 of incentive compensation expenses related to the aforementioned achievement of defined synergy goals realized by New Waste Connections from the Progressive Waste acquisition. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENT On February 14, 2018 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.14 per Company common share. The dividend will be paid on March 14, 2018 , to shareholders of record on the close of business on February 28, 2018 . |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | WASTE CONNECTIONS, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2017, 2016 and 2015 (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, 2017 $ 13,160 $ 14,363 $ - $ (10,369) $ 17,154 Year Ended December 31, 2016 7,738 13,980 - (8,558) 13,160 Year Ended December 31, 2015 9,175 5,423 - (6,860) 7,738 |
Organization, Business and Su27
Organization, Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 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 year ended December 31, 2017. The accompanying consolidated financial statements of the Company are the historical financial statements of Old Waste Connections, together with its subsidiaries, for the years ended December 31, 2016 and 2015, 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, 2017 and 2016, 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 and 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 investments are invested primarily in U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company has not experienced any losses related to its cash and equivalents or restricted cash and 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 | Revenue Recognition and Accounts Receivable Revenues are recognized when persuasive evidence of an arrangement exists, the service has been provided, the price is fixed or determinable and collection is reasonably assured. Certain customers are billed in advance and, accordingly, recognition of the related revenues is deferred until the services are provided. In accordance with revenue recognition guidance, any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer is presented in the Statements of Net Income (Loss) on a net basis (excluded from revenues). The Company’s receivables 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. |
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 2017 and 2016 “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 2016 and 2015. The Company’s inflation rate assumption was 2.5% for the years ended December 31, 2017 and 2016. 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 195 years, with an average remaining life of approximately 30 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, 2015 to December 31, 2017: Final capping, closure and post-closure liability at December 31, 2015 $ 78,613 Adjustments to final capping, closure and post-closure liabilities (6,797) Liabilities incurred 10,922 Accretion expense associated with landfill obligations 8,699 Closure payments (4,609) Assumption of closure liabilities from acquisitions 158,081 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 Liabilities incurred of $14,598 and $10,922 for the years ended December 31, 2017 and 2016, respectively, represent non-cash increases to final capping, closure and post-closure liabilities. The Adjustments to final capping, closure and post-closure liabilities primarily consisted of decreases in estimated closure and post closure costs at several of our landfills, most notably our landfill at Seneca Meadows, and changes in engineering estimates related to a proposed expansion at our Chiquita Canyon landfill 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, 2017 and 2016, $56,090 and $55,388 , respectively, of the Company’s restricted cash and 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, 2017 and 2016, the current portion of cell processing reserves was $ 2,984 and $3,932 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2017 and 2016, the long-term portion of cell processing reserves was $943 and $ 1,639 , 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. As discussed at the end of this Note 1, 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 , using discounted cash flow analyses. The Company did not test its E&P segment for goodwill impairment at December 31, 2017 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, 2017 and 2016 and of its three geographic operating segments at December 31, 2015 as a whole 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 2017 discounted cash flow analyses were based on ten -year financial forecasts, which in turn were based on the 2018 annual budget developed internally by management. These forecasts reflect operating profit margins that were consistent with 2017 results and perpetual revenue growth rates of 4.4% . The Company’s discount rate assumptions are based on an assessment of the market participant rate which approximated 6.2% . 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 goodwill and indefinite - lived intangible assets impairment tests for the years ended December 31, 2017, 201 6 or 2015. 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 (Loss) 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 (Loss) on certain indefinite-lived intangible assets within its E&P segment of $156 during the year ended December 31, 2016. During the third quarter of 2015, the Company determined that sufficient indicators of potential impairment existed to require an interim goodwill and indefinite-lived intangible assets impairment analysis for its E&P segment as a result of the sustained decline in oil prices in the year-to-date 2015 period, together with market expectations of a likely slow recovery in such prices. The Company, therefore, performed an interim Step 1 assessment of its E&P segment during the third quarter of 2015. 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 11.6% , 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 recorded a goodwill impairment charge within its E&P segment of $411,786 during the third quarter of 2015. 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 (Loss) on certain indefinite-lived intangible assets within its E&P segment of $38,351 during the third quarter and fourth quarter of 2015. |
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. Prior to conducting Step 1 of the goodwill impairment test for the E&P segment during the third quarter of 2015, as described above, the Company first evaluated the recoverability of its long-lived assets, including finite-lived intangible assets. When indicators of impairment are present, the Company tests long-lived assets for recoverability by comparing the carrying value of an asset group to its undiscounted cash flows. The Company considered the sustained decline in oil prices during 2015, together with market expectations of a likely slow recovery in such prices, to be indicators of impairment for the E&P segment’s long-lived assets. Based on the result of the recoverability test, the Company determined that the carrying value of certain asset groups within the E&P segment exceeded their undiscounted cash flows and were therefore not recoverable. The Company then compared the fair value of these asset groups to their carrying values. The Company estimated the fair value of the asset groups under an income approach, as described above. Based on the analysis, the Company recorded an impairment charge to Impairments and other operating items in the Consolidated Statements of Net Income (Loss) on certain long-lived assets within its E&P segment of $67,647 during the year ended December 31, 2015. 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 (Loss), for property and equipment at four E&P disposal facilities that were permanently closed in 2016 as a result of operating losses incurred. 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 (Loss), for property and equipment associated with a project to develop a new landfill in its Central segment that the Company is no longer pursuing. 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 Assets | Restricted Cash and Investments As of December 31, 2017, restricted cash and investments consist of $107,318 of restricted cash for the settlement of workers’ compensation and auto liability insurance claims associated with the Company’s insurance programs, funds deposited of $56,090 in connection with landfill final capping, closure and post-closure obligations and restricted cash totaling $3,604 associated with 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 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, 2017 and 2016, 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, 2017 and 2016, 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, 2017 and 2016, are as follows: Carrying Value at December 31, Fair Value* at December 31, 2017 2016 2017 2016 4.00% Senior Notes due 2018 $ 50,000 $ 50,000 $ 50,223 $ 51,226 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 182,547 $ 187,671 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 104,985 $ 106,618 2.39 % Senior Notes due 2021 $ 150,000 $ 150,000 $ 146,855 $ 146,168 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 124,532 $ 123,974 2.75% Senior Notes due 2023 $ 200,000 $ 200,000 $ 194,660 $ 192,238 3.24% Senior Notes due 2024 $ 150,000 $ - $ 149,133 $ - 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 375,311 $ 368,968 3.03% Senior Notes due 2026 $ 400,000 $ 400,000 $ 388,760 $ 379,438 3.49% Senior Notes due 2027 $ 250,000 $ - $ 250,029 $ - ______________________ * 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 issued under the Credit Agreement. The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at December 31, 2017 were specifically designated to the Company’s Credit Agreement and accounted for as cash flow hedges. At December 31, 2017, the Company’s derivative instruments included 14 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 ____________________ * 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, 2017, the Company’s derivative instruments included one fuel hedge agreement as follows: Date Entered Notional Amount (in gallons per month) Diesel Rate Paid Fixed (per gallon) Diesel Rate Received Variable Effective Date Expiration Date July 2016 1,000,000 $ 2.6345 DOE Diesel Fuel Index* January 2018 December 2018 ____________________ * If the national U.S. on-highway average price for a gallon of diesel fuel (“average price”), as published by the Department of Energy (“DOE”), exceeds the contract price per gallon, the Company receives the difference between the average price and the contract price (multiplied by the notional number of gallons) from the counterparty. If the average price is less than the contract price per gallon, the Company pays the difference to the counterparty. 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 (a) $ 5,193 Accrued liabilities (a) $ (903) Other assets, net 15,182 Other long-term liabilities (493) Fuel hedges Prepaid expenses and other current assets (b) 3,880 Total derivatives designated as cash flow hedges $ 24,255 $ (1,396) ____________________ (a) Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of December 31, 2017 (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. (b) Represents the estimated amount of the existing unrealized gains, respectively, on the fuel hedge as of December 31, 2017 (based on the forward DOE diesel fuel index 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 diesel fuel prices . The fair values of derivative instruments designated as cash flow hedges as of December 31, 2016, 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) $ 127 Accrued liabilities $ (3,260) Other assets, net 13,822 Other long-term liabilities (2,350) Fuel hedges Prepaid expenses and other current assets (b) 1,343 Accrued liabilities (3,258) Other assets, net 1,651 Total derivatives designated as cash flow hedges $ 16,943 $ (8,868) 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, 2017, 2016 and 2015: 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 (Loss) 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, 2017 2016 2015 2017 2016 2015 Interest rate swaps $ 3,795 $ 9,192 $ (4,820) Interest expense $ 2,062 $ 4,939 $ 3,155 Fuel hedges 959 2,363 (6,906) Cost of operations 2,112 3,607 1,993 Total $ 4,754 $ 11,555 $ (11,726) $ 4,174 $ 8,546 $ 5,148 ____________________ (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 (Loss) 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, 2017, 2016 and 2015. 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 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 will affect 2017 as well as future 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, it has recorded a discrete net income tax benefit of $269,804 in the year ended December 31, 2017. This net income tax benefit is 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 must 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 is able to make a reasonable estimate of the Transition Tax and has recorded a provisional Transition Tax obligation of $1,000 ; however, the Company continues to evaluate additional information in order to better estimate the Transition Tax obligation. Additionally, the Company has not concluded on its policy regarding the accounting for the tax impacts of global intangible low-taxed income. |
Share-Based Compensation | Share-Based Compensation The fair value of restricted share unit (“RSU”) awards is determined based on the number of shares 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 shares 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 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, 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, 2017, 2016 and 2015, was $39,361 ( $25,608 net of taxes), $44,772 ( $28,680 net of taxes) and $20,318 ( $12,587 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 (Loss). The total unrecognized compensation cost at December 31, 2017, related to unvested RSU awards was $28,661 and this future expense will be recognized over the remaining vesting period of the RSU awards, which extends to 2021 . The weighted average remaining vesting period of the RSU awards is 1.0 years. The total unrecognized compensation cost at December 31, 2017, related to unvested PSU awards was $15,909 and this future expense will be recognized over the remaining vesting period of the PSU awards, which extends to 2021 . The weighted average remaining vesting period of PSU awards is 1.3 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, 2017, the Company had $1,449 of unrecognized compensation cost for restricted share units under the Progressive Waste share-based compensation plans and a liability of $10,785 . For the year ended December 31, 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, 2017 and 2016, the Company had a liability of $3,500 and $3,435 , respectively, representing the December 31, 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, 2017 and 2016 which were $71.50 and $52.79 , respectively. Outstanding Progressive Waste performance-based restricted share units vest over two years. As of December 31, 2017, the Company has $648 of unrecognized compensation cost for performance-based restricted share units under the Progressive Waste share-based compensation plans. 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 year ended December 31, 2017 and for the period from the June 1, 2016 Progressive Waste acquisition to December 31, 2016: Year ended December 31, 2017 June 1, 2016 to December 31, 2016 Expected remaining life 0.92 to 2.30 years 1.05 to 3.30 years Share volatility 12.09% to 26.07% 10.35% to 32.92% Discount rate 1.75% to 1.92% 0.92% to 1.66% Annual dividend rate 0.79% 0.92% All remaining unvested Progressive Waste share based options vested during the year ended December 31, 2017. As of December 31, 2017 and 2016, the Company had a liability of $10,751 and $18,529 , respectively, representing the December 31, 2017 and 2016 fair value, respectively, of outstanding Progressive Waste share based options. |
Per Share Information | Per Share Information Basic net income (loss) 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 (loss) 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, 2017, 2016 and 2015, was $5,047 , $3,960 and $3,197 , respectively, which is included in Selling, general and administrative expense in the Consolidated Statements of Net Income (Loss). |
Insurance Liabilities | Insurance Liabilities As a result of its high deductible or self-insured retention 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, 2017 and 2016, the Company’s total accrual for self-insured liabilities was $122,162 and $108,530 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. For the years ended December 31, 2017, 2016 and 2015, the Company recognized $141,405 , $106,675 and $49,391 , 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 (Loss). |
New Accounting Pronouncements | New Accounting Pronouncements 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 revenue guidance contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 for public entities, with early adoption permitted (but not earlier than the original effective date of the pronouncement). The Company is currently planning to adopt the amended guidance using the modified retrospective method as of January 1, 2018. Under the new standard, the Company will record revenue when control is transferred to the customer, generally at the time the Company provides waste collection services. The Company is adopting the standard through the application of the portfolio approach. The Company selected a sample of customer contracts to assess under the guidance of the new standard that are characteristically representative of each portfolio. The Company has completed its review of the sample contracts, and it does not anticipate a significant change to the pattern or timing of revenue recognition as a result of adopting the new standard. Based on the Company’s work to date, it believes it has identified all material contract types and costs that may be impacted by this amended guidance. The Company currently does not expect the amended guidance to have a material impact on operating revenues. However, upon adoption of the amended guidance, the Company anticipates recognizing an asset from the capitalization of certain sales incentives as contract acquisition costs totaling $16,000 . Under the amended guidance, certain sales incentives will be capitalized and amortized to Selling, general and administrative expense over the expected life of the customer relationship. Currently, the Company expenses approximately $16,000 in sales incentives annually. Additional areas of the amended guidance the Company has evaluated for potential impact include volume discounts, free service periods, rebates and principal versus agent arrangements. The Company does not believe changes in these areas will result in a material impact on its consolidated financial statements. Balance Sheet Classification of Deferred Taxes . In November 2015, the FASB issued guidance that requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The new standard is effective in fiscal years beginning after December 15, 2016, including interim periods within those years. The Company adopted this guidance as of January 1, 2017, which resulted in the Company’s current deferred tax assets being recorded as noncurrent on a retrospective basis. The Company’s current deferred tax assets were $18,661 and $89,177 at December 31, 2017 and 2016, respectively. 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 new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. The Company has not yet assessed the potential impact of implementing this new accounting standard on its consolidated financial statements. For additional details on the Company’s operating leases, see Note 10. Improvements to Employee Share-Based Payment Accounting . In March 2016, the FASB issued guidance that identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including classification of awards as either equity or liabilities, an option to recognize gross share compensation expense with actual forfeitures recognized as they occur, certain classifications on the statement of cash flows and income tax consequences, including that all income tax effects of awards are to be recognized in the income statement when the awards are settled whereas previously the tax benefits in excess of compensation cost were recorded in equity. The new standard is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. As such, the Company adopted this standard on January 1, 2017 and classified the excess tax benefits associated with equity-based compensation arrangements, which were $6,917 during the year ended December 31, 2017, as a discrete item within Income tax provision on the Consolidated Statements of Net Income (Loss), rather than recognizing such excess income tax benefits in Additional paid-in capital on the Consolidated Statements of Equity. This reclassification was made on a prospective basis and also impacted the related classification on the Company’s Consolidated Statements of Cash Flows as excess tax benefits associated with equity-based compensation arrangements were previously reported in cash flows from operating activities and cash flows from financing activities. Under the new standard, excess tax benefits associated with equity-based compensation are only reported in cash flows from operating activities. Additionally, the Company now recognizes gross share compensation expense with actual forfeitures as they occur, which differs from the Company’s previous accounting policy to estimate forfeitures each period. Using the modified retrospective approach, the Company recorded a cumulative effect adjustment to Retained earnings of $1,384 for the differential between the amount of compensation cost previously recorded and the amount that would have been recorded without assuming forfeitures. Prior to the adoption of this standard, the excess tax benefit associated with equity-based compensation of $5,196 and $2,069 for the years ended December 31, 2016 and 2015, respectively, was recorded in additional paid-in capital. 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 is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company does not expect the adoption of this guidance to have a material impact on the Company’s statement 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 will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted; however, the guidance can only be adopted in the first interim period of a fiscal year. The Company does not expect the adoption of this guidance to have a material impact on the 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 will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The new standard is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of this guidance to have a material impact on the Company’s statement of cash flows. Simplifying the Test for Goodwill Impairment . In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company early adopted this new guidance on January 1, 2017. During the year ended December 31, 2016, the Company did not record any impairment charges related to goodwill; however, the results of the Company’s 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 which showed its carrying value 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 (Loss) during the year ended December 31, 2017. 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 is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the 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 is currently evaluating the impact of the adoption of this standard on our consolidated financial statements. |
Reclassification | Reclassification As disclosed within other footnotes of the financial statements, interest income, deferred tax amounts, segment information and deferred share units reported in the Company’s prior year have been reclassified to conform with the 2017 presentation |
Organization, Business and Su28
Organization, Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
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, 2015 to December 31, 2017: Final capping, closure and post-closure liability at December 31, 2015 $ 78,613 Adjustments to final capping, closure and post-closure liabilities (6,797) Liabilities incurred 10,922 Accretion expense associated with landfill obligations 8,699 Closure payments (4,609) Assumption of closure liabilities from acquisitions 158,081 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 |
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, 2017 and 2016, are as follows: Carrying Value at December 31, Fair Value* at December 31, 2017 2016 2017 2016 4.00% Senior Notes due 2018 $ 50,000 $ 50,000 $ 50,223 $ 51,226 5.25% Senior Notes due 2019 $ 175,000 $ 175,000 $ 182,547 $ 187,671 4.64% Senior Notes due 2021 $ 100,000 $ 100,000 $ 104,985 $ 106,618 2.39 % Senior Notes due 2021 $ 150,000 $ 150,000 $ 146,855 $ 146,168 3.09% Senior Notes due 2022 $ 125,000 $ 125,000 $ 124,532 $ 123,974 2.75% Senior Notes due 2023 $ 200,000 $ 200,000 $ 194,660 $ 192,238 3.24% Senior Notes due 2024 $ 150,000 $ - $ 149,133 $ - 3.41% Senior Notes due 2025 $ 375,000 $ 375,000 $ 375,311 $ 368,968 3.03% Senior Notes due 2026 $ 400,000 $ 400,000 $ 388,760 $ 379,438 3.49% Senior Notes due 2027 $ 250,000 $ - $ 250,029 $ - ______________________ * 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, 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 (a) $ 5,193 Accrued liabilities (a) $ (903) Other assets, net 15,182 Other long-term liabilities (493) Fuel hedges Prepaid expenses and other current assets (b) 3,880 Total derivatives designated as cash flow hedges $ 24,255 $ (1,396) ____________________ (a) Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of December 31, 2017 (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. (b) Represents the estimated amount of the existing unrealized gains, respectively, on the fuel hedge as of December 31, 2017 (based on the forward DOE diesel fuel index 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 diesel fuel prices . The fair values of derivative instruments designated as cash flow hedges as of December 31, 2016, 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) $ 127 Accrued liabilities $ (3,260) Other assets, net 13,822 Other long-term liabilities (2,350) Fuel hedges Prepaid expenses and other current assets (b) 1,343 Accrued liabilities (3,258) Other assets, net 1,651 Total derivatives designated as cash flow hedges $ 16,943 $ (8,868) |
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, 2017, 2016 and 2015: 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 (Loss) 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, 2017 2016 2015 2017 2016 2015 Interest rate swaps $ 3,795 $ 9,192 $ (4,820) Interest expense $ 2,062 $ 4,939 $ 3,155 Fuel hedges 959 2,363 (6,906) Cost of operations 2,112 3,607 1,993 Total $ 4,754 $ 11,555 $ (11,726) $ 4,174 $ 8,546 $ 5,148 ____________________ (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, 2017, the Company’s derivative instruments included 14 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 ____________________ * Plus applicable margin. |
Fuel [Member] | Commodity Contract [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Company's Derivative Instruments | At December 31, 2017, the Company’s derivative instruments included one fuel hedge agreement as follows: Date Entered Notional Amount (in gallons per month) Diesel Rate Paid Fixed (per gallon) Diesel Rate Received Variable Effective Date Expiration Date July 2016 1,000,000 $ 2.6345 DOE Diesel Fuel Index* January 2018 December 2018 ____________________ * If the national U.S. on-highway average price for a gallon of diesel fuel (“average price”), as published by the Department of Energy (“DOE”), exceeds the contract price per gallon, the Company receives the difference between the average price and the contract price (multiplied by the notional number of gallons) from the counterparty. If the average price is less than the contract price per gallon, the Company pays the difference to the counterparty. |
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 year ended December 31, 2017 and for the period from the June 1, 2016 Progressive Waste acquisition to December 31, 2016: Year ended December 31, 2017 June 1, 2016 to December 31, 2016 Expected remaining life 0.92 to 2.30 years 1.05 to 3.30 years Share volatility 12.09% to 26.07% 10.35% to 32.92% Discount rate 1.75% to 1.92% 0.92% to 1.66% Annual dividend rate 0.79% 0.92% |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 2016 and 2015: 2017 Acquisitions 2016 Acquisitions 2015 Acquisitions Fair value of consideration transferred: Cash $ 410,695 $ 17,131 $ 230,517 Debt assumed 56,958 - 111,324 Notes issued to sellers 13,460 - 6,091 Fair value of operations exchanged 81,097 - - 562,210 17,131 347,932 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 19,228 833 12,571 Prepaid expenses and other current assets 10,722 477 1,440 Property and equipment 169,433 4,735 208,363 Long-term franchise agreements and contracts 54,674 - 16,462 Indefinite-lived intangibles 5,830 - 1,256 Customer lists 33,529 8,508 12,504 Permits and other intangibles 27,261 - 37,071 Other assets 3,052 261 2,738 Accounts payable and accrued liabilities (12,020) (2,867) (9,337) Deferred revenue (6,883) (659) (5,056) Contingent consideration (2,885) (977) (815) Other long-term liabilities (1,080) - (19,998) Deferred income taxes (50,283) - (50,089) Total identifiable net assets 250,578 10,311 207,110 Goodwill $ 311,632 $ 6,820 $ 140,822 |
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 years ended December 31, 2016 and 2015, were acquired as of January 1, 2015 (unaudited): Years Ended December 31, 2016 2015 Total revenue $ 4,184,871 $ 4,115,433 Net income $ 350,228 $ 8,643 Basic income per share $ 2.00 $ 0.05 Diluted income per share $ 1.99 $ 0.05 |
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 acquired (65,768) Net fair value of consideration transferred 5,166,668 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 cash and investments 16,551 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 2,143,083 Goodwill $ 3,023,585 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Assets Held for Sale [Abstract] | |
Assets and Liabilities Held for Sale | Our assets and liabilities held for sale as of December 31, 2017 and 2016, were comprised of the following: December 31, 2017 2016 Current assets held for sale: Cash and equivalents $ 192 $ 42 Accounts receivable 1,185 5,726 Other current assets 219 571 $ 1,596 $ 6,339 Long-term assets held for sale: Property and equipment $ 12,623 $ 33,624 Goodwill - 244 Other assets 2 121 $ 12,625 $ 33,989 Current liabilities held for sale: Accounts payable $ 804 $ 1,320 Accrued liabilities 215 1,811 Deferred revenue 1,136 252 $ 2,155 $ 3,383 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | 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 Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2016: Gross Carrying Amount Accumulated Amortization Accumulated Impairment Loss Net Carrying Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 428,783 $ (86,552) $ - $ 342,231 Customer lists 371,203 (131,525) - 239,678 Permits and other 290,823 (21,966) - 268,857 1,090,809 (240,043) - 850,766 Indefinite-lived intangible assets: Solid waste collection and transportation permits 152,761 - - 152,761 Material recycling facility permits 42,283 - - 42,283 E&P facility permits 59,855 - (38,507) 21,348 254,899 - (38,507) 216,392 Intangible assets, exclusive of goodwill $ 1,345,708 $ (240,043) $ (38,507) $ 1,067,158 |
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, 2018 $ 100,652 For the year ending December 31, 2019 $ 89,819 For the year ending December 31, 2020 $ 81,300 For the year ending December 31, 2021 $ 71,941 For the year ending December 31, 2022 $ 63,066 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment | Property and equipment, net consists of the following: December 31, 2017 2016 Landfill site costs $ 3,606,427 $ 3,483,699 Rolling stock 1,507,905 1,297,469 Land, buildings and improvements 867,941 768,432 Containers 587,799 532,477 Machinery and equipment 590,048 516,491 Construction in progress 33,886 35,038 7,194,006 6,633,606 Less accumulated depreciation and depletion (2,373,072) (1,895,551) $ 4,820,934 $ 4,738,055 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2017 2016 Insurance claims $ 122,162 $ 108,530 Payroll and payroll-related 86,436 74,173 Interest payable 15,595 12,677 Share-based compensation plan liability – current portion 4,407 3,955 Cell processing reserve - current portion 2,984 3,932 Environmental remediation reserve - current portion 2,315 2,316 Unrealized cash flow hedge losses 903 6,518 Other 43,237 57,301 $ 278,039 $ 269,402 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | The following chart presents the Company’s long-term debt as of December 31, 2017 and 2016: December 31, 2017 2016 Revolver under Credit Agreement $ 192,101 $ 310,582 Term loan under Credit Agreement 1,637,500 1,637,500 2018 Senior Notes 50,000 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 - 2025 Senior Notes 375,000 375,000 2026 Senior Notes 400,000 400,000 2027 Senior Notes 250,000 - Tax-exempt bonds 95,430 95,430 Notes payable to sellers and other third parties, bearing interest at 2.00% to 24.81% , principal and interest payments due periodically with due dates ranging from 2018 to 2036 (a) 26,290 14,180 3,926,321 3,632,692 Less – current portion (11,659) (1,650) Less – debt issuance costs (15,090) (14,282) $ 3,899,572 $ 3,616,760 ____________________ (a) Interest rates represent the interest rates incurred at December 31, 2017. |
Details of the Company's Credit Agreement | Details of the Credit Agreement are as follows: December 31, 2017 2016 Revolver under Credit Agreement Available $ 1,149,813 $ 1,004,451 Letters of credit outstanding $ 220,586 $ 247,467 Total amount drawn, as follows: $ 192,101 $ 310,582 Amount drawn – Canadian prime rate loan $ 16,739 $ 7,448 Interest rate applicable - Canadian prime rate loan 3.45% 2.95% Interest rate margin – Canadian prime rate loan 0.25% 0.25% Amount drawn – Canadian bankers’ acceptance $ 175,362 $ 303,134 Interest rate applicable – Canadian bankers’ acceptance 2.64% 2.13% Interest rate acceptance fee – Canadian bankers’ acceptance 1.20% 1.20% Commitment – rate applicable 0.15% 0.15% Term loan under Credit Agreement Amount drawn – U.S. based LIBOR loan $ 1,637,500 $ 1,637,500 Interest rate applicable – U.S. based LIBOR loan 2.77% 1.97% Interest rate margin – U.S. based LIBOR loan 1.20% 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 2017 Bond 2017 2016 (Amount) West Valley Bond Variable 1.73% August 1, 2018 $ 15,500 $ 15,500 $ 15,678 LeMay Washington Bond Variable 1.74% April 1, 2033 15,930 15,930 16,126 PA IRB Facility Variable 1.75% November 1, 2028 35,000 35,000 35,336 TX IRB Facility Variable 1.73% April 1, 2022 24,000 24,000 24,230 2009 Seneca IRB Facility Variable 1.75% December 31, 2039 5,000 5,000 5,058 $ 95,430 $ 95,430 $ 96,428 |
Aggregate Contractual Future Principal Payments by Calendar Year on Long-Term Debt | As of December 31, 2017, aggregate contractual future principal payments by calendar year on long-term debt are due as follows: 2018 * $ 11,659 2019 176,801 2020 1,399 2021 2,150,115 2022 150,474 Thereafter 1,435,873 $ 3,926,321 ______________________ * The Company has recorded the 2018 Senior Notes and the West Valley Bond in the 2021 category in the table above as the Company has the intent and ability to redeem the 2018 Senior Notes on April 20, 2018 and the West Valley Bond on August 1, 2018 using borrowings under the Credit Agreement. |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, were as follows: 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) Fair Value Measurement at December 31, 2016 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 $ 8,339 $ - $ 8,339 $ - Fuel hedge derivative instruments – net liability position $ (264) $ - $ - $ (264) Restricted cash and investments $ 57,166 $ - $ 57,166 $ - Contingent consideration $ (51,826) $ - $ - $ (51,826) |
Change in Fair Value for Level 3 Derivatives | The following table summarizes the changes in the fair value for Level 3 derivatives for the years ended December 31, 2017 and 2016: Years Ended December 31, 2017 2016 Beginning balance $ (264) $ (9,900) Realized losses included in earnings 2,818 5,832 Unrealized gains included in AOCIL 1,326 3,804 Ending balance $ 3,880 $ (264) |
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, 2017 and 2016: Years Ended December 31, 2017 2016 Beginning balance $ 51,826 $ 49,394 Contingent consideration recorded at acquisition date 2,885 20,389 Payment of contingent consideration recorded at acquisition date (17,158) (16,322) Payment of contingent consideration recorded in earnings (10,012) (493) Adjustments to contingent consideration 17,754 (2,623) Interest accretion expense 1,746 1,481 Foreign currency translation adjustment 244 - Ending balance $ 47,285 $ 51,826 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Lease Payments | As of December 31, 2017, future minimum lease payments, by calendar year, are as follows: 2018 $ 32,510 2019 27,326 2020 24,499 2021 18,518 2022 15,378 Thereafter 63,895 $ 182,126 |
Future Minimum Purchase Commitments | As of December 31, 2017, future minimum purchase commitments, by calendar year, are as follows: 2018 $ 35,829 2019 23,891 $ 59,720 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common Stock Shares Reserved for Issuance | As of December 31, 2017, the Company has reserved the following common shares for issuance: For outstanding RSUs, PSUs and warrants 2,045,951 For future grants under the 2016 Incentive Award Plan 6,765,372 8,811,323 |
Restricted Stock Units Activity | A summary of the Company’s RSU activity is presented below: Years Ended December 31, 2017 2016 2015 Restricted share units granted 415,954 456,223 499,173 Weighted average grant-date fair value of restricted share units granted $ 57.09 $ 38.38 $ 30.09 Total fair value of restricted share units granted $ 23,748 $ 17,510 $ 15,019 Restricted share units becoming free of restrictions 571,258 646,761 718,029 Weighted average restriction period (in years) 3.8 3.9 3.9 |
Summary of Warrant Activity | A summary of warrant activity during the year ended December 31, 2017, is presented below: Warrants Weighted-Average Exercise Price Outstanding at December 31, 2016 176,886 $ 35.21 Granted 35,382 62.61 Forfeited (41,568) 36.07 Exercised (32,794) 33.31 Outstanding at December 31, 2017 137,906 42.43 |
Summarized Information about Warrants Outstanding | The following table summarizes information about warrants outstanding as of December 31, 2017 and 2016: Warrants Fair Value of Warrants Outstanding at December 31, Grant Date Issued Exercise Price Issued 2017 2016 Throughout 2012 107,967 $20.35 to $22.02 628 - 9,931 Throughout 2014 75,604 $30.41 to $32.71 276 17,521 21,547 Throughout 2015 136,768 $28.30 to $36.32 1,333 75,978 129,742 Throughout 2016 15,666 $42.22 to $51.55 189 9,025 15,666 Throughout 2017 35,382 $53.65 to $69.96 595 35,382 - 137,906 176,886 |
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, 2017, is presented below: Unvested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2016 1,252,253 $ 28.07 Granted 415,954 57.09 Forfeited (54,935) 45.02 Vested and Issued (547,209) 29.53 Vested and Deferred (24,049) 23.17 Outstanding at December 31, 2017 1,042,014 41.97 |
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, 2017 2016 2015 PSUs granted 210,103 221,466 358,035 Weighted average grant-date fair value of PSUs granted $ 56.55 $ 37.83 $ 29.97 Total fair value of PSUs granted $ 11,881 $ 8,379 $ 10,732 PSUs becoming free of restrictions 122,786 184,440 - Weighted average restriction period (in years) 3.6 4.0 3.8 |
Summary of Performance-Based Restricted Stock Units Activity and Related Information | A summary of activity related to PSUs during the year ended December 31, 2017, is presented below: Unvested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2016 427,144 $ 34.07 Granted 210,103 56.55 Forfeited - - Vested and Issued (122,786) 33.38 Outstanding at December 31, 2017 514,461 43.42 |
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, 2017 2016 DSUs granted 4,722 786 Weighted average grant-date fair value of DSUs granted $ 57.65 $ 47.46 Total fair value of DSUs granted $ 272 $ 37 |
Summary of Activity Related to Restricted Stock Units | A summary of activity related to DSUs during the year ended December 31, 2017, is presented below: Vested Shares Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2016 68,902 $ 24.09 Granted 4,722 57.65 Share settled (35,390) 23.68 Cash settled (25,096) 21.93 Outstanding at December 31, 2017 13,138 41.40 |
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, 2017, is presented below: Outstanding at December 31, 2016 672,996 Share settled (33,792) Cash settled (383,954) Forfeited (18,634) Outstanding at December 31, 2017 236,616 |
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, 2017, is presented below: Outstanding at December 31, 2016 269,206 Cash settled (107,716) Forfeited (2,980) Outstanding at December 31, 2017 158,510 |
Summary of Vesting Activity Related to RSUs | A summary of vesting activity related to Progressive Waste RSUs during the year ended December 31, 2017, is presented below: Vested at December 31, 2016 222,517 Vested over remaining service period 26,233 Cash settled (107,716) Forfeited (2,980) Vested at December 31, 2017 138,054 |
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, 2017, is presented below: Outstanding at December 31, 2016 92,957 Cash settled, net of notional dividend (32,515) Forfeitures (4,840) Outstanding at December 31, 2017 55,602 |
Summary of Vesting Activity Related to PSUs | A summary of vesting activity related to Progressive Waste PSUs during the year ended December 31, 2017, is presented below: Vested at December 31, 2016 35,727 Vested over remaining service period 30,035 Cash settled, net of notional dividend (32,515) Forfeitures (4,840) Vested at December 31, 2017 28,407 |
Progressive Waste Solutions Ltd. [Member] | Employee Stock Option [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Vesting Activity Related to Share Based Options | A summary of vesting activity related to Progressive Waste share based options during the year ended December 31, 2017, is presented below: Vested at December 31, 2016 601,395 Vested over remaining service period 71,601 Share settled (33,792) Cash settled (383,954) Forfeited (18,634) Vested at December 31, 2017 236,616 |
Other Comprehensive Income (L38
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 2016 and 2015, are as follows: 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) Year Ended December 31, 2015 Gross Tax effect Net of tax Interest rate swap amounts reclassified into interest expense $ 5,093 $ (1,938) $ 3,155 Fuel hedge amounts reclassified into cost of operations 3,217 (1,224) 1,993 Changes in fair value of interest rate swaps (7,746) 2,926 (4,820) Changes in fair value of fuel hedges (11,138) 4,232 (6,906) $ (10,574) $ 3,996 $ (6,578) |
Amounts Included in Accumulated Other Comprehensive Loss | A rollforward 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, 2015 $ (6,134) $ (6,037) $ - $ (12,171) Amounts reclassified into earnings 3,607 4,939 - 8,546 Changes in fair value 2,363 9,192 - 11,555 Foreign currency translation adjustment - - (50,931) (50,931) 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income (Loss) Before Provision (Benefit) for Income Taxes | Income (loss) before provision (benefit) for income taxes consists of the following: Years Ended December 31, 2017 2016 2015 U.S. $ 301,962 $ 243,955 $ (126,286) Non – U.S. 206,548 117,410 - Income (loss) before income taxes $ 508,510 $ 361,365 $ (126,286) |
Provision for Income Taxes | The provision (benefit) for income taxes for the years ended December 31, 2017, 2016 and 2015, consists of the following: Years Ended December 31, 2017 2016 2015 Current: U.S. Federal $ 45,089 $ 46,735 $ 86,053 State 19,848 14,692 14,809 Non – U.S. 18,537 10,307 - 83,474 71,734 100,862 Deferred: U.S. Federal (203,131) 47,403 (117,549) State 7,534 3,536 (14,905) Non – U.S. 43,213 (8,629) - (152,384) 42,310 (132,454) Provision (benefit) for income taxes $ (68,910) $ 114,044 $ (31,592) |
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, 2017 and 2016 are presented below. 2017 2016 Deferred income tax assets: Accrued expenses $ 17,108 $ 68,706 Compensation 19,157 28,994 Contingent liabilities 11,826 20,653 Finance costs 5,132 10,374 Tax credits and loss carryforwards 23,374 43,596 Other 7,295 10,022 Gross deferred income tax assets 83,892 182,345 Less: Valuation allowance - (14,567) Net deferred income tax assets 83,892 167,778 Deferred income tax liabilities: Goodwill and other intangibles (273,408) (383,205) Property and equipment (414,904) (536,327) Landfill closure/post-closure (7,758) (11,557) Prepaid expenses (9,912) (13,244) Interest rate and fuel hedges (6,001) (2,109) Investment in subsidiaries (62,676) - Total deferred income tax liabilities (774,659) (946,442) Net deferred income tax liability $ (690,767) $ (778,664) |
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 (loss): Years Ended December 31, 2017 2016 2015 U.S. federal statutory rate 35.0% 35.0% (35.0%) State taxes, net of federal benefit 4.1 3.9 (0.3) Deferred income tax liability adjustments 0.5 0.6 (3.1) Effect of international operations (14.6) (10.9) - Progressive Waste acquisition - 2.3 - Enactment of the Tax Act (53.1) - - Deferred tax on undistributed earnings 12.3 - - Goodwill impairment 2.1 - 12.3 Other 0.1 0.7 1.1 (13.6%) 31.6% (25.0%) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 2016 and 2015, is shown in the following tables: 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 Western 1,127,146 (119,916) 1,007,230 323,648 95,724 100,000 1,573,955 Eastern 1,137,608 (178,394) 959,214 273,942 136,998 101,569 2,024,527 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 Western 1,051,637 (116,318) 935,319 315,708 89,198 86,200 1,516,870 Eastern 741,283 (114,639) 626,644 189,220 88,748 77,478 1,519,576 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 Year Ended December 31, 2015 Revenue Intercompany Revenue (b) Reported Revenue Segment EBITDA (c) Depreciation and Amortization Capital Expenditures Total Assets (e) Southern $ 168,855 $ (23,566) $ 145,289 $ 35,718 $ 19,959 $ 20,779 $ 259,046 Western 984,283 (103,890) 880,393 290,937 83,073 82,118 1,498,296 Eastern 441,139 (75,313) 365,826 114,747 49,345 38,427 1,042,463 Canada 10,330 - 10,330 4,921 2,787 5,872 20,298 Central 559,801 (59,590) 500,211 184,006 64,072 57,163 1,070,505 E&P 226,782 (11,544) 215,238 70,132 47,339 31,632 1,115,234 Corporate (a), (d) - - - 1,933 2,859 2,842 66,229 $ 2,391,190 $ (273,903) $ 2,117,287 $ 702,394 $ 269,434 $ 238,833 $ 5,072,071 ____________________ (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 year ended December 31, 2017, 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, 2016 and 2017, by reportable segment: Southern Western Eastern Canada Central E&P Total Balance as of December 31, 2015 $ 95,710 $ 373,820 $ 459,532 $ - $ 416,420 $ 77,343 $ 1,422,825 Goodwill acquired (a) 1,378,879 2,717 79,116 1,502,850 51,504 - 3,015,066 Goodwill adjustment for assets held for sale (4,566) - (5,244) - - - (9,810) Goodwill reclassified as assets held for sale - - (244) - - - (244) Impact of changes in foreign currency - - - (37,576) - - (37,576) Balance as of December 31, 2016 1,470,023 376,537 533,160 1,465,274 467,924 77,343 4,390,261 Goodwill acquired 7,510 20,971 275,006 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 $ 397,508 $ 804,133 $ 1,575,538 $ 468,275 $ - $ 4,681,774 ____________________ (a) During the year ended December 31, 2017, the Company recorded an adjustment for $15,339 to decrease the value of property and equipment acquired in the Progressive Waste acquisition. |
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, 2017 2016 United States $ 4,082,124 $ 4,002,665 Canada 738,810 735,390 Total $ 4,820,934 $ 4,738,055 |
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 (loss) before income tax provision in the Consolidated Statements of Net Income (Loss) is as follows: Years ended December 31, 2017 2016 2015 Southern segment EBITDA $ 258,560 $ 163,320 $ 35,718 Western segment EBITDA 323,648 315,708 290,937 Eastern segment EBITDA 273,942 189,220 114,747 Canada segment EBITDA 264,693 153,446 4,921 Central segment EBITDA 237,136 208,930 184,006 E&P segment EBITDA 90,597 32,479 70,132 Subtotal reportable segments 1,448,576 1,063,103 700,461 Unallocated corporate overhead (32,501) (119,215) 1,933 Depreciation (530,187) (393,600) (240,357) Amortization of intangibles (102,297) (70,312) (29,077) Impairments and other operating items (156,493) (27,678) (494,492) Interest expense (125,297) (92,709) (64,236) Interest income 5,173 602 487 Other income (expense), net 3,736 53 (1,005) Foreign currency transaction gain (loss) (2,200) 1,121 - Income (loss) before income tax provision $ 508,510 $ 361,365 $ (126,286) |
Total Reported Revenues by Service Line | The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: Year Ended December 31, 2017 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 3,181,447 $ (9,472) $ 3,171,975 68.5% Solid waste disposal and transfer 1,577,975 (609,567) 968,408 20.9 Solid waste recycling 161,730 (8,959) 152,771 3.3 E&P waste treatment, recovery and disposal 203,473 (11,468) 192,005 4.2 Intermodal and other 146,749 (1,420) 145,329 3.1 Total $ 5,271,374 $ (640,886) $ 4,630,488 100.0% Year Ended December 31, 2016 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 2,359,813 $ (7,766) $ 2,352,047 69.7% Solid waste disposal and transfer 1,155,410 (443,022) 712,388 21.1 Solid waste recycling 92,456 (6,941) 85,515 2.5 E&P waste treatment, recovery and disposal 132,286 (12,086) 120,200 3.6 Intermodal and other 106,363 (650) 105,713 3.1 Total $ 3,846,328 $ (470,465) $ 3,375,863 100.0% Year Ended December 31, 2015 Revenue Intercompany Revenue Reported Revenue % of Reported Revenue Solid waste collection $ 1,378,679 $ (4,623) $ 1,374,056 64.9% Solid waste disposal and transfer 670,369 (255,200) 415,169 19.6 Solid waste recycling 47,292 (924) 46,368 2.2 E&P waste treatment, recovery and disposal 228,529 (13,156) 215,373 10.2 Intermodal and other 66,321 - 66,321 3.1 Total $ 2,391,190 $ (273,903) $ 2,117,287 100.0% |
Net Income (Loss) Per Share I41
Net Income (Loss) Per Share Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net Income (Loss) 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 (loss) per common share attributable to the Company’s shareholders for the years ended December 31, 2017, 2016 and 2015: Years Ended December 31, 2017 2016 2015 Numerator: Net income (loss) attributable to Waste Connections for basic and diluted earnings per share $ 576,817 $ 246,540 $ (95,764) Denominator: Basic shares outstanding 263,682,608 230,325,012 185,237,896 Dilutive effect of equity-based awards 619,803 756,484 - Diluted shares outstanding 264,302,411 231,081,496 185,237,896 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 2016 FIP/RP Status (a),(b) 2017 2016 2015 Collective Bargaining Agreement Western Conference of Teamsters Pension Trust 91-6145047 - 001 Green Green Not applicable $ 4,191 $ 3,420 $ 4,314 12/15/2017 to 6/30/2021 Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan 91-6028571 - 001 Green Green Not applicable 275 252 242 9/30/2019 International Union of Operating Engineers Pension Trust 85512-1 Green as of 9/30/2015 Green as of 9/30/2015 Not applicable 219 120 - 3/31/2020 to 3/31/2021 Multi-Sector Pension Plan 1085653 Green Green Not applicable 228 112 - 12/31/2018 Local 813 Pension Trust Fund 13-1975659 - 001 Critical Critical Implemented 158 86 - 11/30/2019 Midwest Operating Engineers Pension Plan 36-6140097 - 001 Yellow as of 4/1/2016 Yellow as of 4/1/2015 Implemented 207 11 - 10/31/2020 Suburban Teamsters of Northern Illinois Pension Fund 36-6155778 - 001 Yellow Not applicable Implemented 877 - - 1/31/2019 to 2/28/2019 Teamster Local 301 Pension Fund 36-6492992 - 001 Green Not applicable Not applicable 489 - - 9/30/2018 Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund 36-6042061 - 001 Yellow Not applicable Implemented 837 - - 12/31/2018 Local 731, I.B. of T., Excavators and Pavers Pension Fund 36-6513565 - 001 Yellow Not applicable Implemented 4,342 - - 9/30/2018 $ 11,823 $ 4,001 $ 4,556 ______________________ (a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2017 and 2016 is for the plans’ years ended December 31, 2016 and 2015 , 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, 2017 and 2016. |
Selected Quarterly Financial 43
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Quarterly Financial Data [Abstract] | |
Consolidated Quarterly Results of Operations | 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 26,404 206,910 218,770 175,014 Net income 15,020 123,887 123,410 315,128 Net income attributable to Waste Connections 14,874 123,656 123,227 315,086 Basic income per common share attributable to Waste Connections’ common shareholders 0.06 0.47 0.47 1.20 Diluted income per common share attributable to Waste Connections’ common shareholders 0.06 0.47 0.47 1.19 The following table summarizes the unaudited consolidated quarterly results of operations for 2016: First Quarter Second Quarter Third Quarter Fourth Quarter Revenues $ 514,680 $ 727,639 $ 1,084,922 $ 1,048,622 Operating income (loss) 90,979 63,495 158,666 139,157 Net income (loss) 45,017 27,720 88,881 85,703 Net income (loss) attributable to Waste Connections 44,842 27,489 88,617 85,592 Basic income (loss) per common share attributable to Waste Connections’ common shareholders 0.24 0.13 0.34 0.33 Diluted income (loss) per common share attributable to Waste Connections’ common shareholders 0.24 0.13 0.34 0.32 |
Organization, Business and Su44
Organization, Business and Summary of Significant Accounting Policies (Narrative) (Detail) $ / shares in Units, $ in Thousands | Dec. 31, 2017USD ($)agreement$ / shares | Dec. 31, 2017USD ($)agreement$ / shares | Mar. 31, 2017USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)segmentagreement$ / shares | Dec. 29, 2017 | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Jan. 01, 2017USD ($) | Jun. 01, 2016USD ($) |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
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 | 195 years | ||||||||||||
Average remaining landfill life based on permitted capacity, projected annual disposal volumes and probable expansion capacity | 30 years | ||||||||||||
Restricted asset balance for purposes of securing our performance of future final capping, closure and post-closure obligations | $ 56,090 | $ 56,090 | $ 55,388 | $ 56,090 | $ 55,388 | ||||||||
Restricted cash and investments | 167,012 | 167,012 | 63,406 | 167,012 | 63,406 | ||||||||
Cell processing reserve, current | 2,984 | 2,984 | 3,932 | 2,984 | 3,932 | ||||||||
Cell processing reserve, noncurrent | $ 943 | $ 943 | 1,639 | $ 943 | 1,639 | ||||||||
Perpetual revenue growth rate | 4.40% | ||||||||||||
Weighted average cost of capital | 6.20% | 6.20% | 6.20% | ||||||||||
Number of operating segments | segment | 6 | ||||||||||||
Goodwill write-down | $ 77,343 | ||||||||||||
Goodwill | $ 4,681,774 | $ 4,681,774 | $ 1,422,825 | 4,390,261 | $ 4,681,774 | 4,390,261 | $ 1,422,825 | ||||||
Forecasts period used for discounted cash flow analyses | 10 years | ||||||||||||
Number of interest rate swap agreements | agreement | 14 | 14 | 14 | ||||||||||
Liabilities incurred | $ 14,598 | $ 10,922 | |||||||||||
Number of fuel hedge agreements | agreement | 1 | 1 | 1 | ||||||||||
Fair value discount rate | 4.75% | 4.75% | |||||||||||
Contractual life of warrants | 5 years | ||||||||||||
Share-based compensation expense | $ 39,361 | $ 44,772 | 20,318 | ||||||||||
Share-based compensation expense, net of taxes | 25,608 | 28,680 | 12,587 | ||||||||||
Sales incentives | 16,000 | ||||||||||||
Advertising costs | 5,047 | 3,960 | 3,197 | ||||||||||
Accrual for self insured liabilities | $ 122,162 | $ 122,162 | 108,530 | 122,162 | 108,530 | ||||||||
Self-insurance expense | 141,405 | $ 106,675 | $ 49,391 | ||||||||||
Net deferred income tax expense (benefit) from enactment of tax reform | 269,804 | $ (269,804) | |||||||||||
Statutory income tax rate | 21.00% | 35.00% | 35.00% | 35.00% | 35.00% | ||||||||
Provisional Transition Tax obligation | $ 1,000 | 1,000 | $ 1,000 | ||||||||||
Deferred tax asset, current | 18,661 | 18,661 | 89,177 | 18,661 | $ 89,177 | ||||||||
Excess tax benefit associated with equity based compensation | 5,196 | $ 2,069 | |||||||||||
Scenario, Forecast | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Sales incentives | $ 16,000 | ||||||||||||
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 and investments | 107,318 | 107,318 | 107,318 | ||||||||||
Restricted Cash In Connection With Landfill Final Capping, Closure And Post-Closure Obligations [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Restricted cash and investments | 56,090 | 56,090 | 56,090 | ||||||||||
Restricted Cash Associated With Other Financial Assurance Requirements [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Restricted cash and investments | 3,604 | 3,604 | 3,604 | ||||||||||
Accounting Standards Update 2016-09[Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Excess tax benefits associated with equity-based compensation | 6,917 | ||||||||||||
Cumulative effect adjustment to Retained Earnings | 1,384 | 1,384 | $ 1,384 | ||||||||||
Minimum [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Expected term of related agreements | 1 year | ||||||||||||
Maximum [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
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 | 28,661 | 28,661 | $ 28,661 | ||||||||||
Restriced stock unit awards, vesting final year | 2,021 | ||||||||||||
Weighted average remaining vesting period | 1 year | ||||||||||||
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 | $ 10,785 | 15,091 | $ 25,925 | |||||||
Unrecognized compensation cost related to unvested awards | 1,449 | 1,449 | 2,409 | $ 1,449 | $ 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 | 15,909 | 15,909 | $ 15,909 | ||||||||||
Restriced stock unit awards, vesting final year | 2,021 | ||||||||||||
Weighted average remaining vesting period | 1 year 3 months 19 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 | $ 3,500 | $ 3,435 | 7,218 | |||||||
Unrecognized compensation cost related to unvested awards | $ 648 | $ 648 | $ 648 | ||||||||||
Weighted average share price | $ / shares | $ 71.50 | $ 71.50 | $ 52.79 | $ 71.50 | $ 52.79 | ||||||||
Performance Shares [Member] | Maximum [Member] | Progressive Waste Plans [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Award vesting period | 2 years | ||||||||||||
Employee Stock Option [Member] | Progressive Waste Plans [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Share-based compensation liability | $ 10,751 | $ 10,751 | $ 18,529 | $ 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] | |||||||||||||
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] | |||||||||||||
Contractual life of warrants | 3 years 3 months 19 days | 2 years 3 months 19 days | |||||||||||
Western [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Goodwill write-down | $ 0 | 0 | 0 | ||||||||||
Goodwill | 397,508 | 397,508 | 373,820 | $ 376,537 | 397,508 | 376,537 | 373,820 | ||||||
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 | 416,420 | 467,924 | 468,275 | 467,924 | 416,420 | ||||||
Indefinite-lived intangible asset write-down | 0 | 0 | 0 | ||||||||||
Impairment charges | 11,038 | ||||||||||||
Eastern [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Goodwill write-down | 0 | 0 | 0 | ||||||||||
Goodwill | 804,133 | 804,133 | 459,532 | 533,160 | 804,133 | 533,160 | 459,532 | ||||||
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 | 95,710 | 1,470,023 | 1,436,320 | 1,470,023 | 95,710 | ||||||
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 | 1,575,538 | 1,465,274 | ||||||||
Indefinite-lived intangible asset write-down | 0 | 0 | 0 | ||||||||||
Exploration and Production [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Goodwill write-down | $ 77,343 | $ 411,786 | 77,343 | ||||||||||
Goodwill | 77,343 | $ 77,343 | 77,343 | 77,343 | $ 77,343 | ||||||||
Indefinite-lived intangible asset write-down | $ 38,351 | 156 | |||||||||||
Impairment charges | 11,038 | $ 2,653 | $ 67,647 | ||||||||||
Fair value discount rate | 11.70% | 11.60% | 12.00% | ||||||||||
Exploration and Production [Member] | Accounting Standards Update 2017-04 [Member] | |||||||||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Goodwill write-down | $ 77,343 |
Organization, Business and Su45
Organization, Business and Summary of Significant Accounting Policies (Property Plant and Equipment Estimated Useful Lives) (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 10 years |
Buildings | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 20 years |
Land and Leasehold Improvements | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 3 years |
Land and Leasehold Improvements | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 10 years |
Machinery and Equipment | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 3 years |
Machinery and Equipment | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 12 years |
Rolling Stock | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 3 years |
Rolling Stock | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 10 years |
Containers | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 5 years |
Containers | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property, Plant and Equipment | 12 years |
Organization, Business and Su46
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, 2017 | Dec. 31, 2016 | |
Organization, Business and Summary of Significant Accounting Policies [Abstract] | ||
Final capping, closure and post-closure liability at the beginning of the period | $ 244,909 | $ 78,613 |
Adjustments to final capping, closure and post-closure liabilities | (26,393) | (6,797) |
Liabilities incurred | 14,598 | 10,922 |
Accretion expense associated with landfill obligations | 11,673 | 8,699 |
Closure payments | (8,845) | (4,609) |
Assumption of closure liabilities from acquisitions | 158,081 | |
Foreign currency translation adjustment | 1,875 | |
Final capping, closure and post-closure liability at the end of the period | $ 237,817 | $ 244,909 |
Organization, Business and Su47
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, 2017 | Dec. 31, 2016 | Apr. 20, 2017 | ||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 3,926,321 | $ 3,632,692 | ||
Senior Notes due 2018 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 50,000 | 50,000 | ||
Fair value of senior notes | [1] | $ 50,223 | $ 51,226 | |
Interest rate of senior notes | 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] | $ 182,547 | $ 187,671 | |
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] | $ 104,985 | $ 106,618 | |
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] | $ 146,855 | $ 146,168 | |
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] | $ 124,532 | $ 123,974 | |
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] | $ 194,660 | $ 192,238 | |
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 | |||
Fair value of senior notes | [1] | $ 149,133 | ||
Interest rate of senior notes | 3.24% | 3.24% | ||
Senior note year due | 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] | $ 375,311 | $ 368,968 | |
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] | $ 388,760 | $ 379,438 | |
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 | |||
Fair value of senior notes | [1] | $ 250,029 | ||
Interest rate of senior notes | 3.49% | 3.49% | ||
Senior note year due | 2,027 | |||
[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 Su48
Organization, Business and Summary of Significant Accounting Policies (Company's Derivative Instruments of Interest Rate Swaps) (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
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 | |
[1] | Plus applicable margin. |
Organization, Business and Su49
Organization, Business and Summary of Significant Accounting Policies (Company's Derivative Instruments of Fuel Hedge Agreements) (Detail) - Fuel [Member] - Fuel Hedge Agreement One [Member] | 12 Months Ended | |
Dec. 31, 2017gal / M$ / gal | ||
Derivative [Line Items] | ||
Date entered | 2016-07 | |
Notional amount (in gallons per month) | gal / M | 1,000,000 | |
Diesel rate paid fixed (per gallon) | $ / gal | 2.6345 | |
Diesel rate received variable | DOE Diesel Fuel Index* | [1] |
Effective date | 2018-01 | |
Expiration date | 2018-12 | |
[1] | If the national U.S. on-highway average price for a gallon of diesel fuel ("average price"), as published by the Department of Energy ("DOE"), exceeds the contract price per gallon, the Company receives the difference between the average price and the contract price (multiplied by the notional number of gallons) from the counterparty. If the average price is less than the contract price per gallon, the Company pays the difference to the counterparty. |
Organization, Business and Su50
Organization, Business and Summary of Significant Accounting Policies (Fair Values of Derivative Instruments Designated as Cash Flow Hedges) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | ||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, asset derivatives | $ 24,255 | $ 16,943 | ||
Derivatives designated as cash flow hedges, liability derivatives | (1,396) | (8,868) | ||
Interest Rate Swap [Member] | Accrued Liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, liability derivatives | (903) | [1] | (3,260) | |
Interest Rate Swap [Member] | Other Long-term Liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, liability derivatives | (493) | (2,350) | ||
Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, asset derivatives | 5,193 | 127 | ||
Interest Rate Swap [Member] | Other Assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, asset derivatives | 15,182 | 13,822 | ||
Fuel [Member] | Commodity Contract [Member] | Accrued Liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, liability derivatives | (3,258) | |||
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 | [2] | $ 3,880 | 1,343 | |
Fuel [Member] | Commodity Contract [Member] | Other Assets [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivatives designated as cash flow hedges, asset derivatives | $ 1,651 | |||
[1] | Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as of December 31, 2017 (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. | |||
[2] | Represents the estimated amount of the existing unrealized gains, respectively, on the fuel hedge as of December 31, 2017 (based on the forward DOE diesel fuel index 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 diesel fuel prices. |
Organization, Business and Su51
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain or (loss) recognized as AOCL on derivatives, net of tax (effective portion) | [1] | $ 4,754 | $ 11,555 | $ (11,726) |
Amount of (gain) or loss reclassified from AOCL into earnings, net of tax (effective portion) | [2],[3] | 4,174 | 8,546 | 5,148 |
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] | 3,795 | 9,192 | (4,820) |
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] | 2,062 | 4,939 | 3,155 |
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] | 2,112 | 3,607 | 1,993 |
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] | $ 959 | $ 2,363 | $ (6,906) |
[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 Su52
Organization, Business and Summary of Significant Accounting Policies (Fair Value Assumptions) (Details) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
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] | |||
Share volatility, minimum | 10.35% | 12.09% | |
Share volatility, maximum | 32.92% | 26.07% | |
Annual dividend rate | 0.92% | 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 19 days | 2 years 3 months 19 days | |
Discount rate | 1.66% | 1.92% |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Detail) $ / shares in Units, $ in Thousands | Jun. 02, 2016USD ($)shares | Jun. 30, 2016USD ($) | Nov. 30, 2015USD ($)territoryproperty | Mar. 31, 2015USD ($) | Jan. 31, 2015USD ($)territory | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | May 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($)entity | Sep. 30, 2017 | Dec. 31, 2016USD ($)customerentity | Dec. 31, 2015USD ($) | Jan. 31, 2017entity | Jun. 01, 2016USD ($)$ / shares |
Business Acquisition [Line Items] | |||||||||||||||||||||
Cash consideration, net of cash acquired | $ 410,695 | $ 17,131 | $ 230,517 | ||||||||||||||||||
Fair value discount rate | 4.75% | 4.75% | |||||||||||||||||||
Acquisition related costs | $ 5,700 | 4,235 | |||||||||||||||||||
Number of individual businesses acquired that are not specifically described | entity | 13 | 11 | |||||||||||||||||||
Payment of contingent consideration recorded at acquisition date | $ 17,158 | $ 16,322 | 2,190 | ||||||||||||||||||
Revenues | $ 1,157,175 | $ 1,206,478 | $ 1,175,569 | $ 1,091,266 | $ 1,048,622 | $ 1,084,922 | $ 727,639 | $ 514,680 | 4,630,488 | 3,375,863 | 2,117,287 | ||||||||||
Income before income tax provision | 508,510 | 361,365 | (126,286) | ||||||||||||||||||
Impairments and other operating items | 156,493 | 27,678 | 494,492 | ||||||||||||||||||
Goodwill expected to be deductible for tax purposes | 62,887 | 62,887 | 40,863 | ||||||||||||||||||
Trade receivables acquired in business combination gross contractual amount | 20,746 | 20,746 | 13,037 | ||||||||||||||||||
Trade receivables acquired In business combination expected to be uncollectible amount | $ 1,518 | $ 1,518 | 466 | ||||||||||||||||||
Fair value of acquired working capital is provisional | entity | 5 | ||||||||||||||||||||
Shale Gas [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of E&P waste stream treatment and recycling operations acquired | territory | 2 | ||||||||||||||||||||
Cash consideration, net of cash acquired | $ 41,000 | ||||||||||||||||||||
Contingent consideration payable period | 2 years | ||||||||||||||||||||
DNCS [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Cash consideration, net of cash acquired | $ 30,000 | ||||||||||||||||||||
Fair value discount rate | 4.75% | ||||||||||||||||||||
Long-term note payment period | 20 years | ||||||||||||||||||||
Liabilities incurred | $ 5,088 | ||||||||||||||||||||
Total future cash payments | 7,500 | ||||||||||||||||||||
DNCS [Member] | First 10 Years [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Annual principal payment | 500 | ||||||||||||||||||||
DNCS [Member] | Years 11 Through 20 [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Annual principal payment | $ 250 | ||||||||||||||||||||
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 | 23,037 | $ 8,521 | 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 | 303,594 | |||||||||||||||||||
Trade receivables acquired in business combination gross contractual amount | 239,212 | 239,212 | |||||||||||||||||||
Trade receivables acquired In business combination expected to be uncollectible amount | $ 7,503 | $ 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 | ||||||||||||||||||||
Payment of contingent consideration recorded at acquisition date | 0 | ||||||||||||||||||||
Number of immaterial businesses acquired in period | entity | 12 | ||||||||||||||||||||
Goodwill expected to be deductible for tax purposes | 6,820 | 6,820 | $ 6,820 | ||||||||||||||||||
Trade receivables acquired in business combination gross contractual amount | 1,316 | 1,316 | 1,316 | ||||||||||||||||||
Trade receivables acquired In business combination expected to be uncollectible amount | $ 483 | 483 | 483 | ||||||||||||||||||
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 | ||||||||||||||||||||
Rock River Environmental Services Inc [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Cash consideration, net of cash acquired | $ 225,000 | ||||||||||||||||||||
Number of transfer stations acquired | property | 1 | ||||||||||||||||||||
Number of compost facilities acquired | property | 1 | ||||||||||||||||||||
Number of landfills acquired | property | 2 | ||||||||||||||||||||
Number of counties that operations were acquired in | territory | 19 | ||||||||||||||||||||
Number of recycling facilities acquired | property | 1 | ||||||||||||||||||||
Number of collection operations acquired | property | 5 | ||||||||||||||||||||
Debt [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Liabilities incurred | 56,958 | $ 111,324 | |||||||||||||||||||
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair value of consideration transferred: | ||||
Cash | $ 410,695 | $ 230,517 | ||
Notes issued to sellers | 13,460 | 6,091 | ||
Fair value of operations exchanged | 81,097 | |||
Consideration transferred | 562,210 | 347,932 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Accounts receivable | 19,228 | 12,571 | ||
Prepaid expenses and other current assets | 10,722 | 1,440 | ||
Property and equipment | 169,433 | 208,363 | ||
Indefinite-lived intangibles | 5,830 | 1,256 | ||
Other noncurrent assets | 3,052 | 2,738 | ||
Deferred revenue | (6,883) | (5,056) | ||
Other long-term liabilities | (1,080) | (19,998) | ||
Deferred income taxes | (50,283) | (50,089) | ||
Total identifiable net assets | 250,578 | 207,110 | ||
Goodwill | 311,632 | $ 3,015,066 | 140,822 | |
Accounts Payable and Accrued Liabilities [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Accounts payable and accrued liabilities | (12,020) | (9,337) | ||
Debt [Member] | ||||
Fair value of consideration transferred: | ||||
Liabilities incurred | 56,958 | 111,324 | ||
Contingent Consideration [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | ||||
Other long-term liabilities | (2,885) | (815) | ||
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 | |||
Less: cash acquired | (65,768) | |||
Consideration transferred | 5,232,436 | |||
Net fair value of consideration transferred | 5,166,668 | |||
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 | 2,143,083 | |||
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 | 16,551 | |||
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 | 54,674 | 16,462 | ||
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 | 33,529 | 12,504 | ||
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 | 27,261 | $ 37,071 | ||
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) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Acquisitions [Abstract] | ||
Total revenue | $ 4,184,871 | $ 4,115,433 |
Net income | $ 350,228 | $ 8,643 |
Basic income per share | $ 2 | $ 0.05 |
Diluted income per share | $ 1.99 | $ 0.05 |
Assets Held for Sale (Narrative
Assets Held for Sale (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2017 | |
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 53,471 | $ 19,189 |
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) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets held for sale: | ||
Cash and equivalents | $ 192 | $ 42 |
Accounts receivable | 1,185 | 5,726 |
Other current assets | 219 | 571 |
Current assets held for sale | 1,596 | 6,339 |
Long-term assets held for sale: | ||
Property and equipment | 12,623 | 33,624 |
Goodwill | 244 | |
Other assets | 2 | 121 |
Long-term assets held for sale | 12,625 | 33,989 |
Current liabilities held for sale: | ||
Accounts payable | 804 | 1,320 |
Accrued liabilities | 215 | 1,811 |
Deferred revenue | 1,136 | 252 |
Current liabilities held for sale | $ 2,155 | $ 3,383 |
Intangible Assets, Net (Narrati
Intangible Assets, Net (Narrative) (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Long-term Franchise Agreements and Contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 16 years 10 months 25 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, 2017 | Dec. 31, 2016 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 1,204,960 | $ 1,090,809 |
Intangible assets, exclusive of goodwill, gross | 1,465,689 | 1,345,708 |
Finite-lived intangible assets, accumulated amortization | (339,746) | (240,043) |
Intangible assets, accumulated impairment | (38,507) | (38,507) |
Finite-lived intangible assets, net carrying amount | 865,214 | 850,766 |
Intangible assets, net, exclusive of goodwill | 1,087,436 | 1,067,158 |
Indefinite-lived intangible assets, gross carrying amount | 260,729 | 254,899 |
Indefinite-lived intangible assets | 222,222 | 216,392 |
Solid Waste Collection and Transportation Permits | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 158,591 | 152,761 |
Indefinite-lived intangible assets | 158,591 | 152,761 |
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 | 481,293 | 428,783 |
Finite-lived intangible assets, accumulated amortization | (123,591) | (86,552) |
Finite-lived intangible assets, net carrying amount | 357,702 | 342,231 |
Customer Lists [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 405,683 | 371,203 |
Finite-lived intangible assets, accumulated amortization | (180,440) | (131,525) |
Finite-lived intangible assets, net carrying amount | 225,243 | 239,678 |
Permits and Other [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 317,984 | 290,823 |
Finite-lived intangible assets, accumulated amortization | (35,715) | (21,966) |
Finite-lived intangible assets, net carrying amount | $ 282,269 | $ 268,857 |
Intangible Assets, Net (Estimat
Intangible Assets, Net (Estimated Future Amortization Expense of Amortizable Intangible Assets) (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2018 | $ 100,652 |
For the year ending December 31, 2019 | 89,819 |
For the year ending December 31, 2020 | 81,300 |
For the year ending December 31, 2021 | 71,941 |
For the year ending December 31, 2022 | $ 63,066 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 12,623 | $ 33,624 | |
Landfill Site Costs | |||
Property, Plant and Equipment [Line Items] | |||
Landfill depletion expense | $ 196,314 | $ 143,940 | $ 82,369 |
Property and Equipment, Net (Pr
Property and Equipment, Net (Property and Equipment) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 7,194,006 | $ 6,633,606 |
Less accumulated depreciation and depletion | (2,373,072) | (1,895,551) |
Property and equipment net | 4,820,934 | 4,738,055 |
Landfill Site Costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 3,606,427 | 3,483,699 |
Rolling Stock | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,507,905 | 1,297,469 |
Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 867,941 | 768,432 |
Containers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 587,799 | 532,477 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 590,048 | 516,491 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 33,886 | $ 35,038 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities [Abstract] | ||
Insurance claims | $ 122,162 | $ 108,530 |
Payroll and payroll-related | 86,436 | 74,173 |
Interest payable | 15,595 | 12,677 |
Share-based compensation plan liability - current portion | 4,407 | 3,955 |
Cell processing reserve - current portion | 2,984 | 3,932 |
Environmental remediation reserve - current portion | 2,315 | 2,316 |
Unrealized cash flow hedge losses | 903 | 6,518 |
Other | 43,237 | 57,301 |
Accrued liabilities | 278,039 | 269,402 |
Current liabilities held for sale | $ 215 | $ 1,811 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Detail) - USD ($) | Jun. 02, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 20, 2017 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 3,632,692,000 | $ 3,926,321,000 | $ 3,926,321,000 | $ 3,632,692,000 | ||||
Cash and cash equivalents | 154,382,000 | 433,815,000 | 433,815,000 | 154,382,000 | $ 10,974,000 | $ 14,353,000 | ||
Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 3,200,000,000 | $ 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, 2017 and 2016, the Company was in compliance with all applicable covenants in the Credit Agreement. | |||||||
Maturity date | Jun. 1, 2021 | |||||||
Credit Agreement [Member] | Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 500,000,000 | $ 500,000,000 | ||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 1,562,500,000 | 1,562,500,000 | ||||||
Long term debt | 310,582,000 | 192,101,000 | 192,101,000 | 310,582,000 | ||||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 1,637,500,000 | $ 1,637,500,000 | ||||||
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 | $ 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 | $ 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 | 1,250,000,000 | ||||||
Aggregate principal amount | 825,000,000 | $ 825,000,000 | ||||||
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 | |||||||
First Supplement to Master Note Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 3,692,000 | $ 3,692,000 | ||||||
Tax-Exempt Bonds [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | 95,430,000 | 95,430,000 | 95,430,000 | 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 | 14,180,000 | $ 26,290,000 | $ 26,290,000 | 14,180,000 | ||||
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 2.00% | 2.00% | ||||||
Notes Payable to Sellers and Other Third Parties [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 24.81% | 24.81% | ||||||
Senior Notes [Member] | 2016 Master Note Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Covenant compliance | As of December 31, 2017 and 2016, the Company was in compliance with all applicable covenants in the 2016 NPA. | |||||||
Aggregate principal amount | $ 1,150,000,000 | $ 1,150,000,000 | ||||||
Senior Notes [Member] | Assumed 2008 Note Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Covenant compliance | As of December 31, 2017 and 2016, the Company was in compliance with all applicable covenants in the Assumed 2008 NPA. | |||||||
Senior Notes [Member] | First Supplement to Master Note Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 400,000,000 | |||||||
Payment terms | The 2017A Senior Notes bear interest at fixed rates with interest payable in arrears semi-annually on the first day of October and April beginning on October 1, 2017, and on the respective maturity dates, until the principal thereunder becomes due and payable | |||||||
Senior Notes [Member] | Senior Notes due 2016 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 5,319,000 | $ 5,319,000 | ||||||
Senior Notes [Member] | Senior Notes due 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||
Senior note year due | 2,018 | 2,018 | ||||||
Interest rate | 4.00% | 4.00% | 4.00% | 4.00% | ||||
Senior Notes [Member] | Senior Notes due 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | ||||
Senior note year due | 2,019 | 2,019 | ||||||
Interest rate | 5.25% | 5.25% | 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 | $ 100,000,000 | $ 100,000,000 | ||||
Senior note year due | 2,021 | 2,021 | ||||||
Interest rate | 4.64% | 4.64% | 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 | $ 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% | 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 | $ 125,000,000 | $ 125,000,000 | ||||
Senior note year due | 2,022 | 2,022 | ||||||
Interest rate | 3.09% | 3.09% | 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 | $ 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% | 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 | |||||||
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 | $ 375,000,000 | $ 375,000,000 | ||||
Senior note year due | 2,025 | 2,025 | ||||||
Interest rate | 3.41% | 3.41% | 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 | $ 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% | 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 | |||||||
Maturity date | Apr. 20, 2027 | |||||||
Interest rate | 3.49% | 3.49% | 3.49% | |||||
Aggregate principal amount | $ 250,000,000 | |||||||
Term Loan Facility [Member] | Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 1,637,500,000 | $ 1,637,500,000 | $ 1,637,500,000 | $ 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 | |||||||
Other Assets [Member] | Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepaid expense, debt issuance costs | 5,062,000 | 5,062,000 | ||||||
Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Liabilities incurred | 56,958,000 | $ 111,324,000 | ||||||
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 cash equivalents | 50,000,000 | 50,000,000 | ||||||
Credit Agreement Covenant [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash and cash equivalents | 200,000,000 | 200,000,000 | ||||||
Credit Agreement Covenant [Member] | Other Assets [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Cash and cash equivalents | 150,000,000 | $ 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] | Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 1,637,500,000 | $ 1,637,500,000 | $ 1,637,500,000 | $ 1,637,500,000 | ||||
Margin rate for loans | 1.20% | 1.20% | ||||||
Interest rate applicable | 1.97% | 2.77% | 2.77% | 1.97% | ||||
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 | $ 7,448,000 | $ 16,739,000 | $ 16,739,000 | $ 7,448,000 | ||||
Margin rate for loans | 0.25% | 0.25% | ||||||
Interest rate applicable | 2.95% | 3.45% | 3.45% | 2.95% | ||||
Canadian Bankers Acceptance Loan [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 303,134,000 | $ 175,362,000 | $ 175,362,000 | $ 303,134,000 | ||||
Margin rate for loans | 1.20% | 1.20% | ||||||
Interest rate applicable | 2.13% | 2.64% | 2.64% | 2.13% |
Long-Term Debt (Long-Term Debt)
Long-Term Debt (Long-Term Debt) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Apr. 20, 2017 | |
Debt Instrument [Line Items] | |||
Total debt | $ 3,926,321 | $ 3,632,692 | |
Less - current portion | (11,659) | (1,650) | |
Less - debt issuance costs | (15,090) | (14,282) | |
Long-term debt and notes payable | 3,899,572 | 3,616,760 | |
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 192,101 | 310,582 | |
Credit Agreement [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 1,637,500 | 1,637,500 | |
Senior Notes due 2018 [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 50,000 | $ 50,000 | |
Interest rate | 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 | ||
Interest rate | 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 | ||
Interest rate | 3.49% | 3.49% | |
Tax-Exempt Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 95,430 | $ 95,430 | |
Notes Payable to Sellers and Other Third Parties [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 26,290 | $ 14,180 | |
Debt, maturity date range, start | 2,018 | ||
Debt, maturity date range, end | 2,036 | 2,036 | |
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.00% | ||
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, 2017 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | ||
Long-term Debt | $ 3,926,321 | $ 3,632,692 |
Revolving Credit Facility [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Available | $ 1,149,813 | $ 1,004,451 |
Commitment - rate applicable | 0.15% | 0.15% |
Long-term Debt | $ 192,101 | $ 310,582 |
Letter of Credit [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Letter of credit | $ 220,586 | $ 247,467 |
LIBOR [Member] | Term Loan Facility [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 2.77% | 1.97% |
Margin rate for loans | 1.20% | 1.20% |
Long-term Debt | $ 1,637,500 | $ 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% | 2.95% |
Margin rate for loans | 0.25% | 0.25% |
Long-term Debt | $ 16,739 | $ 7,448 |
Canadian Bankers Acceptance Loan [Member] | Revolving Credit Facility [Member] | Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 2.64% | 2.13% |
Margin rate for loans | 1.20% | 1.20% |
Long-term Debt | $ 175,362 | $ 303,134 |
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, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Outstanding balance of bonds | $ 95,430 | $ 95,430 |
Outstanding standby letters of credit | $ 96,428 | |
West Valley Bond | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Interest rate on bond at December 31, 2017 | 1.73% | |
Maturity date of bond | Aug. 1, 2018 | |
Outstanding balance of bonds | $ 15,500 | 15,500 |
Outstanding standby letters of credit | $ 15,678 | |
Lemay Washington Bond | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Interest rate on bond at December 31, 2017 | 1.74% | |
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 | |
Interest rate on bond at December 31, 2017 | 1.75% | |
Maturity date of bond | Nov. 1, 2028 | |
Outstanding balance of bonds | $ 35,000 | 35,000 |
Outstanding standby letters of credit | $ 35,336 | |
TX IRB Facility Bond [Member] | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Interest rate on bond at December 31, 2017 | 1.73% | |
Maturity date of bond | Apr. 1, 2022 | |
Outstanding balance of bonds | $ 24,000 | 24,000 |
Outstanding standby letters of credit | $ 24,230 | |
2009 Seneca IRB Facility Bond [Member] | ||
Debt Instrument [Line Items] | ||
Type of interest rate | Variable | |
Interest rate on bond at December 31, 2017 | 1.75% | |
Maturity date of bond | Dec. 31, 2039 | |
Outstanding balance of bonds | $ 5,000 | $ 5,000 |
Outstanding standby letters of credit | $ 5,058 |
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, 2017 | Dec. 31, 2016 |
Long-Term Debt [Abstract] | ||
2,018 | $ 11,659 | |
2,019 | 176,801 | |
2,020 | 1,399 | |
2,021 | 2,150,115 | |
2,022 | 150,474 | |
Thereafter | 1,435,873 | |
Total debt | $ 3,926,321 | $ 3,632,692 |
Fair Value of Financial Instr69
Fair Value of Financial Instruments (Narrative) (Detail) - $ / gal | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value of Financial Instruments [Abstract] | ||
Minimum range of DOE index curve used in DCF model | 2.95 | 2.61 |
Maximum range of DOE index curve used in DCF model | 3 | 2.78 |
Weighted average DOE index curve used in DCF model | 2.96 | 2.75 |
Fair Value of Financial Instr70
Fair Value of Financial Instruments (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ (51,826) | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (51,826) | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | $ 165,592 | 57,166 |
Contingent consideration | (47,285) | |
Fair Value, Measurements, Recurring | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 18,979 | 8,339 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted assets | 165,592 | 57,166 |
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 | 18,979 | 8,339 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | (47,285) | |
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 | (264) |
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 | $ (264) |
Fair Value of Financial Instr71
Fair Value of Financial Instruments (Change in Fair Value for Level 3 Derivatives) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | ||
Beginning balance | $ (264) | $ (9,900) |
Realized losses included in earnings | 2,818 | 5,832 |
Unrealized gains (losses) included in AOCL | 1,326 | 3,804 |
Ending balance | $ 3,880 | $ (264) |
Fair Value of Financial Instr72
Fair Value of Financial Instruments (Fair Value for Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Beginning balance | $ 51,826 | $ 49,394 | |
Contingent consideration recorded at acquisition date | 2,885 | 20,389 | |
Payment of contingent consideration recorded at acquisition date | (17,158) | (16,322) | |
Payment of contingent consideration recorded in earnings | (10,012) | (493) | |
Adjustments to contingent consideration | 17,754 | (2,623) | $ (22,180) |
Interest accretion expense | 1,746 | 1,481 | |
Ending balance | 47,285 | $ 51,826 | $ 49,394 |
Foreign Currency Translation Adjustment [Member] | |||
Foreign currency translation adjustment | $ 244 |
Commitments and Contingencies73
Commitments and Contingencies (Narrative) (Detail) $ in Thousands, gal in Millions, T in Millions | 3 Months Ended | 7 Months Ended | 12 Months Ended | 36 Months Ended | |||
Dec. 31, 2017USD ($)gal | Jul. 25, 2017USD ($) | Dec. 31, 2017USD ($)agreementgal | Dec. 31, 2016USD ($)T | Dec. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Contingencies And Commitments [Line Items] | |||||||
Amount of surety bonds to secure asset closure and retirement requirements | $ 609,561 | $ 609,561 | $ 589,270 | ||||
Amount of surety bonds to secure performance under collection contracts and landfill operating agreements | 281,459 | $ 281,459 | 273,465 | ||||
Percentage of interest in company that issues financial surety bonds | 9.90% | ||||||
Outstanding amount of financial surety bonds | 410,280 | $ 410,280 | 546,145 | ||||
Environmental remediation reserve - current portion | 2,315 | 2,315 | 2,316 | ||||
Environmental remediation reserve-Non-current portion | $ 19,368 | $ 19,368 | 19,026 | ||||
Unrecorded unconditional purchase obligation, remaining volume | gal | 26 | 26 | |||||
Purchase commitment | $ 59,720 | $ 59,720 | |||||
Number of collective bargaining agreements expired or set to expire | agreement | 20 | ||||||
Estimated clean up costs | $ 342,000 | ||||||
Solid Waste Management Fee Enforcement Order [Member] | |||||||
Contingencies And Commitments [Line Items] | |||||||
Loss contingency amount sought | $ 5,100 | ||||||
Bridge and Thoroughfare Fee [Member] | |||||||
Contingencies And Commitments [Line Items] | |||||||
Loss contingency amount sought | $ 11,600 | ||||||
Facilities [Member] | |||||||
Contingencies And Commitments [Line Items] | |||||||
Total rent expense under operating leases | $ 29,016 | 23,527 | $ 17,044 | ||||
Equipment [Member] | |||||||
Contingencies And Commitments [Line Items] | |||||||
Total rent expense under operating leases | $ 14,367 | $ 12,132 | $ 9,811 | ||||
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 | $ 250,000 | ||||||
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 | ||||||
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 | 45 years |
Commitments and Contingencies74
Commitments and Contingencies (Future Minimum Lease Payments) (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,018 | $ 32,510 |
2,019 | 27,326 |
2,020 | 24,499 |
2,021 | 18,518 |
2,022 | 15,378 |
Thereafter | 63,895 |
Total | $ 182,126 |
Commitments and Contingencies75
Commitments and Contingencies (Future Minimum Purchase Commitments) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,018 | $ 35,829 |
2,019 | 23,891 |
Total purchase commitment | $ 59,720 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Detail) $ / shares in Units, $ in Thousands | Apr. 26, 2017 | Oct. 31, 2017$ / shares | Jun. 30, 2016shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017$ / shares | Dec. 31, 2017USD ($)shares | Jul. 31, 2017shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | 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 stock | 0 | 0 | 2,944,483 | ||||||||||
Aggregate cost of common stock repurchase | $ | $ 91,165 | ||||||||||||
Aggregate cost of common stock repurchase | $ | |||||||||||||
Cash dividend per share | $ / shares | $ 0.14 | $ 0.12 | $ 0.500 | $ 0.410 | $ 0.357 | ||||||||
Cash dividend per common share, increase | $ / shares | $ 0.02 | ||||||||||||
Cash dividends on common stock | $ | $ 131,975 | $ 92,547 | $ 65,990 | ||||||||||
Maximum number of shares authorized for repurchase | 13,181,806 | 13,181,806 | 13,181,806 | ||||||||||
Share repurchase plan expiration date | Aug. 7, 2018 | ||||||||||||
Daily repurchase of shares maximum | 80,287 | 80,287 | 80,287 | ||||||||||
Average daily trading volume during period | 321,151 | ||||||||||||
Common shares, shares issued | 263,660,803 | 263,660,803 | 263,140,668 | 263,140,668 | 263,660,803 | 263,140,668 | |||||||
Preferred stock, shares issued | 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 | ||||||||||
Minimum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrant expiration | 2,018 | ||||||||||||
Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrant expiration | 2,022 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vested deferred RSUs outstanding | 351,570 | 351,570 | 365,694 | 365,694 | 351,570 | 365,694 | 384,286 | ||||||
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 | |||||||||||
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 | ||||||||||
Awards forfeited in period | 1,533 | ||||||||||||
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] | Minimum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 1 year | 1 year | |||||||||||
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 | |||||||
Deferred Share Units [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vested deferred RSUs outstanding | 13,138 | 13,138 | 68,902 | 68,902 | 13,138 | 68,902 | |||||||
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 | 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 | ||||||||||||
Executive Officer [Member] | Performance Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 3 years | ||||||||||||
Officer [Member] | Performance Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period of award | 4 years | 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 | 158,510 | 158,510 | 269,206 | 269,206 | 158,510 | 269,206 | |||||||
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vested deferred RSUs outstanding | 55,602 | 55,602 | 92,957 | 92,957 | 55,602 | 92,957 | |||||||
Progressive Waste Solutions Ltd. [Member] | Employee Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vested deferred units outstanding | 236,616 | 236,616 | 601,395 | 601,395 | 236,616 | 601,395 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock Shares Reserved for Issuances) (Detail) | Dec. 31, 2017shares |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 8,811,323 |
Restricted Stock Units Performance Share Units and Warrants [Member] | |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 2,045,951 |
2016 Incentive Award Plan [Member] | |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 6,765,372 |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Units Activity) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | 415,954 | 456,223 | 499,173 |
Weighted average grant-date fair value of award | $ 57.09 | $ 38.38 | $ 30.09 |
Total fair value of stock units granted | $ 23,748 | $ 17,510 | $ 15,019 |
Stock units becoming free of restrictions | 571,258 | 646,761 | 718,029 |
Weighted average restriction period (in years) | 3 years 9 months 18 days | 3 years 10 months 24 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 | 210,103 | 221,466 | 358,035 |
Weighted average grant-date fair value of award | $ 56.55 | $ 37.83 | $ 29.97 |
Total fair value of stock units granted | $ 11,881 | $ 8,379 | $ 10,732 |
Stock units becoming free of restrictions | 122,786 | 184,440 | |
Weighted average restriction period (in years) | 3 years 7 months 6 days | 4 years | 3 years 9 months 18 days |
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 | 4,722 | 786 | |
Weighted average grant-date fair value of award | $ 57.65 | $ 47.46 | |
Total fair value of stock units granted | $ 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 | 26,233 | ||
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 | 30,035 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Activity Related to Restricted Stock Units) (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock Units (RSUs) [Member] | |||
Unvested shares | |||
Outstanding shares beginning balance | 365,694 | 384,286 | |
Outstanding, shares beginning balance | 1,252,253 | ||
Granted | 415,954 | 456,223 | 499,173 |
Forfeited | (54,935) | ||
Vested and issued | (547,209) | ||
Vested and deferred | (24,049) | ||
Outstanding, shares ending balance | 351,570 | 365,694 | 384,286 |
Outstanding, shares, ending balance | 1,042,014 | 1,252,253 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 28.07 | ||
Granted | 57.09 | $ 38.38 | $ 30.09 |
Forfeited | 45.02 | ||
Vested and Issued | 29.53 | ||
Vested and Deferred | 23.17 | ||
Outstanding, ending balance | $ 41.97 | $ 28.07 | |
Performance Shares [Member] | |||
Unvested shares | |||
Outstanding, shares beginning balance | 427,144 | ||
Granted | 210,103 | 221,466 | 358,035 |
Vested and issued | (122,786) | ||
Outstanding, shares, ending balance | 514,461 | 427,144 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 34.07 | ||
Granted | 56.55 | $ 37.83 | $ 29.97 |
Vested and Issued | 33.38 | ||
Outstanding, ending balance | $ 43.42 | $ 34.07 | |
Deferred Share Units [Member] | |||
Unvested shares | |||
Outstanding shares beginning balance | 68,902 | ||
Granted | 4,722 | 786 | |
Share settled | (35,390) | ||
Cash settled | (25,096) | ||
Outstanding, shares ending balance | 13,138 | 68,902 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 24.09 | ||
Granted | 57.65 | $ 47.46 | |
Share settled | 23.68 | ||
Cash settled | 21.93 | ||
Outstanding, ending balance | $ 41.40 | $ 24.09 | |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |||
Unvested shares | |||
Outstanding shares beginning balance | 269,206 | ||
Forfeited | (2,980) | ||
Cash settled | (107,716) | ||
Outstanding, shares ending balance | 158,510 | 269,206 | |
Progressive Waste Solutions Ltd. [Member] | Performance Shares [Member] | |||
Unvested shares | |||
Outstanding shares beginning balance | 92,957 | ||
Forfeited | (4,840) | ||
Cash settled | (32,515) | ||
Outstanding, shares ending balance | 55,602 | 92,957 |
Stockholders' Equity (Summary80
Stockholders' Equity (Summary of Warrant Activity) (Detail) - Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Warrant | |
Outstanding shares beginning balance | shares | 176,886 |
Granted | shares | 35,382 |
Forfeited | shares | (41,568) |
Exercised | shares | (32,794) |
Outstanding, shares ending balance | shares | 137,906 |
Weighed Average Exercise Price | |
Outstanding beginning balance | $ / shares | $ 35.21 |
Granted | $ / shares | 62.61 |
Forfeited | $ / shares | 36.07 |
Exercised | $ / shares | 33.31 |
Outstanding ending balance | $ / shares | $ 42.43 |
Stockholders' Equity (Summarize
Stockholders' Equity (Summarized Information about Warrants Outstanding) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Outstanding, ending balance | 137,906 | 176,886 |
Stock Purchase Warrants 2012 Issuance | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2,012 | |
Warrants issued | 107,967 | |
Exercise price, lower limit | $ 20.35 | |
Exercise price, upper limit | $ 22.02 | |
Fair value of warrants issued | $ 628 | |
Outstanding, ending balance | 9,931 | |
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 | 17,521 | 21,547 |
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 | 75,978 | 129,742 |
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 | 9,025 | 15,666 |
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 |
Stockholders' Equity (Summary82
Stockholders' Equity (Summary of Vesting Activity Related to Restricted Share Units) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested over remaining service period | 571,258 | 646,761 | 718,029 |
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 | 222,517 | ||
Vested over remaining service period | 26,233 | ||
Cash settled | (107,716) | ||
Vested, shares ending balance | 138,054 | 222,517 | |
Performance Shares [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested over remaining service period | 122,786 | 184,440 | |
Performance Shares [Member] | Progressive Waste Solutions Ltd. [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested, shares beginning balance | 35,727 | ||
Vested over remaining service period | 30,035 | ||
Cash settled | (32,515) | ||
Vested, shares ending balance | 28,407 | 35,727 |
Stockholders' Equity (Summary83
Stockholders' Equity (Summary of Stock Option Activity and Related Information) (Detail) - Progressive Waste Solutions Ltd. [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Number of Shares (Options) | |
Outstanding, shares beginning balance | 672,996 |
Forfeited | (18,634) |
Share settled | (33,792) |
Cash settled | (383,954) |
Outstanding, shares ending balance | 236,616 |
Stockholders' Equity (Summary84
Stockholders' Equity (Summary of Vesting Activity Related to Share Based Options) (Details) - Progressive Waste Solutions Ltd. [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share settled | (33,792) |
Cash settled | (383,954) |
Forfeited | (18,634) |
Employee Stock Option [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vested beginning balance | 601,395 |
Vested over remaining service period | 71,601 |
Share settled | (33,792) |
Cash settled | (383,954) |
Forfeited | (18,634) |
Vested ending balance | 236,616 |
Other Comprehensive Income (L85
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Foreign currency translation adjustment, gross | $ 142,486 | $ (50,931) | |
Other comprehensive income (loss), gross total | 157,270 | (23,210) | $ (10,574) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (5,856) | (7,620) | 3,996 |
Amounts reclassified, net of tax | 4,174 | 8,546 | 5,148 |
Changes in fair value, net of taxes | 4,754 | 11,555 | (11,726) |
Foreign currency translation adjustment, net | 142,486 | (50,931) | |
Other comprehensive income (loss), total, net of tax | 151,414 | (30,830) | (6,578) |
Interest Rate Swap [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified, gross | 2,805 | 6,654 | 5,093 |
Changes in fair value, gross | 7,835 | 11,431 | (7,746) |
Amounts reclassified, tax effect | (743) | (1,715) | (1,938) |
Changes in fair value, tax effect | (4,040) | (2,239) | 2,926 |
Amounts reclassified, net of tax | 2,062 | 4,939 | 3,155 |
Changes in fair value, net of taxes | 3,795 | 9,192 | (4,820) |
Fuel [Member] | Commodity Contract [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified, gross | 2,818 | 5,832 | 3,217 |
Changes in fair value, gross | 1,326 | 3,804 | (11,138) |
Amounts reclassified, tax effect | (706) | (2,225) | (1,224) |
Changes in fair value, tax effect | (367) | (1,441) | 4,232 |
Amounts reclassified, net of tax | 2,112 | 3,607 | 1,993 |
Changes in fair value, net of taxes | $ 959 | $ 2,363 | $ (6,906) |
Other Comprehensive Income (L86
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ (43,001) | $ (12,171) | |
Amounts reclassified into earnings | 4,174 | 8,546 | $ 5,148 |
Changes in fair value | 4,754 | 11,555 | (11,726) |
Foreign currency translation adjustment | 142,486 | (50,931) | |
Ending balance | 108,413 | (43,001) | (12,171) |
Foreign Currency Translation Adjustment [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (50,931) | ||
Foreign currency translation adjustment | 142,486 | (50,931) | |
Ending balance | 91,555 | (50,931) | |
Interest Rate Swap [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 8,094 | (6,037) | |
Amounts reclassified into earnings | 2,062 | 4,939 | 3,155 |
Changes in fair value | 3,795 | 9,192 | (4,820) |
Ending balance | 13,951 | 8,094 | (6,037) |
Fuel [Member] | Commodity Contract [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (164) | (6,134) | |
Amounts reclassified into earnings | 2,112 | 3,607 | 1,993 |
Changes in fair value | 959 | 2,363 | (6,906) |
Ending balance | $ 2,907 | $ (164) | $ (6,134) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 29, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Operating Loss Carryforwards [Line Items] | ||||||
Increase (decrease) to tax expense | $ (3,869) | |||||
Additional Increase to tax expense | $ 15,546 | |||||
Statutory income tax rate | 21.00% | 35.00% | 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 | (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 | 111,000 | 111,000 | 111,000 | |||
Deferred tax liability not recognized, undistributed earnings of foreign subsidiaries | 297,000 | 297,000 | 297,000 | |||
Undistributed earnings | $ 1,386,000 | |||||
Internal Revenue Service [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Statutory income tax rate | 35.00% | |||||
Canada Revenue Agency [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Foreign Statutory income tax rate | 27.00% | |||||
Operating loss carryforwards | $ 31,448 | $ 31,448 | $ 31,448 |
Income Taxes (Income (Loss) Bef
Income Taxes (Income (Loss) Before Provision (Benefit) for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
U.S. | $ 301,962 | $ 243,955 | $ (126,286) |
Non-U.S. | 206,548 | 117,410 | |
Income (loss) before income tax provision | $ 508,510 | $ 361,365 | $ (126,286) |
Income Taxes (Provision For Inc
Income Taxes (Provision For Income Taxes) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 45,089 | $ 46,735 | $ 86,053 |
State | 19,848 | 14,692 | 14,809 |
Non - U.S. | 18,537 | 10,307 | |
Current income tax expense (benefit), total | 83,474 | 71,734 | 100,862 |
Deferred: | |||
Federal | (203,131) | 47,403 | (117,549) |
State | 7,534 | 3,536 | (14,905) |
Non - U.S. | 43,213 | (8,629) | |
Deferred income tax expense (benefit), total | (152,384) | 42,310 | (132,454) |
Provision for income taxes | $ (68,910) | $ 114,044 | $ (31,592) |
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, 2017 | Dec. 29, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income tax provision (benefit) at the statutory rate | 21.00% | 35.00% | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | 4.10% | 3.90% | 0.30% | ||
Deferred income tax liability adjustments | 0.50% | 0.60% | 3.10% | ||
Effect of international operations | (14.60%) | (10.90%) | |||
Enactment of U.S. tax reform | (53.10%) | ||||
Deferred tax on undistributed earnings | 12.30% | ||||
Goodwill impairment | 2.10% | (12.30%) | |||
Other | 0.10% | 0.70% | (1.10%) | ||
Effective income tax rate, total | (13.60%) | 31.60% | 25.00% | ||
Progressive Waste Solutions Ltd. [Member] | |||||
Acquisition | 2.30% |
Income Taxes (Components of Def
Income Taxes (Components of Deferred Income Tax Assets and Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets: | ||
Accrued expenses | $ 17,108 | $ 68,706 |
Compensation | 19,157 | 28,994 |
Contingent liabilities | 11,826 | 20,653 |
Finance costs | 5,132 | 10,374 |
Tax credits and loss carryforwards | 23,374 | 43,596 |
Other | 7,295 | 10,022 |
Gross deferred income tax assets | 83,892 | 182,345 |
Less: Valuation allowance | (14,567) | |
Net deferred income tax assets | 83,892 | 167,778 |
Deferred income tax liabilities: | ||
Goodwill and other intangibles | (273,408) | (383,205) |
Property and equipment | (414,904) | (536,327) |
Landfill closure/post-closure | (7,758) | (11,557) |
Prepaid expenses | (9,912) | (13,244) |
Interest rate and fuel hedges | (6,001) | (2,109) |
Investment in subsidiaries | (62,676) | |
Total deferred income tax liabilities | (774,659) | (946,442) |
Net deferred income tax liability | $ (690,767) | $ (778,664) |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Detail) | 12 Months Ended |
Dec. 31, 2017customersegment | |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | $ 1,157,175 | $ 1,206,478 | $ 1,175,569 | $ 1,091,266 | $ 1,048,622 | $ 1,084,922 | $ 727,639 | $ 514,680 | $ 4,630,488 | $ 3,375,863 | $ 2,117,287 | ||||||
Segment EBITDA | [1] | 1,416,075 | 943,888 | 702,394 | |||||||||||||
Depreciation and amortization | 632,484 | 463,912 | 269,434 | ||||||||||||||
Capital expenditures | 479,287 | 344,723 | 238,833 | ||||||||||||||
Total assets | [2] | 12,014,681 | 11,103,925 | 12,014,681 | 11,103,925 | 5,072,071 | |||||||||||
Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (640,886) | (470,465) | (273,903) | |||||||||||||
Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 5,271,374 | 3,846,328 | 2,391,190 | ||||||||||||||
Segment EBITDA | 1,448,576 | 1,063,103 | 700,461 | ||||||||||||||
Southern [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,115,864 | 713,381 | 145,289 | ||||||||||||||
Segment EBITDA | [1] | 258,560 | 163,320 | 35,718 | |||||||||||||
Depreciation and amortization | 151,417 | 99,323 | 19,959 | ||||||||||||||
Capital expenditures | 117,441 | 64,624 | 20,779 | ||||||||||||||
Total assets | [2] | 2,718,296 | 2,869,841 | 2,718,296 | 2,869,841 | 259,046 | |||||||||||
Southern [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (146,283) | (96,545) | (23,566) | |||||||||||||
Southern [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,262,147 | 809,926 | 168,855 | ||||||||||||||
Segment EBITDA | 258,560 | 163,320 | 35,718 | ||||||||||||||
Western [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,007,230 | 935,319 | 880,393 | ||||||||||||||
Segment EBITDA | [1] | 323,648 | 315,708 | 290,937 | |||||||||||||
Depreciation and amortization | 95,724 | 89,198 | 83,073 | ||||||||||||||
Capital expenditures | 100,000 | 86,200 | 82,118 | ||||||||||||||
Total assets | [2] | 1,573,955 | 1,516,870 | 1,573,955 | 1,516,870 | 1,498,296 | |||||||||||
Western [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (119,916) | (116,318) | (103,890) | |||||||||||||
Western [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,127,146 | 1,051,637 | 984,283 | ||||||||||||||
Segment EBITDA | 323,648 | 315,708 | 290,937 | ||||||||||||||
Eastern [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 959,214 | 626,644 | 365,826 | ||||||||||||||
Segment EBITDA | [1] | 273,942 | 189,220 | 114,747 | |||||||||||||
Depreciation and amortization | 136,998 | 88,748 | 49,345 | ||||||||||||||
Capital expenditures | 101,569 | 77,478 | 38,427 | ||||||||||||||
Total assets | [2] | 2,024,527 | 1,519,576 | 2,024,527 | 1,519,576 | 1,042,463 | |||||||||||
Eastern [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (178,394) | (114,639) | (75,313) | |||||||||||||
Eastern [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 1,137,608 | 741,283 | 441,139 | ||||||||||||||
Segment EBITDA | 273,942 | 189,220 | 114,747 | ||||||||||||||
Canada [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 728,777 | 417,869 | 10,330 | [4],[5] | |||||||||||||
Segment EBITDA | [1] | 264,693 | 153,446 | 4,921 | [4],[5] | ||||||||||||
Depreciation and amortization | 121,174 | 71,228 | 2,787 | [4],[5] | |||||||||||||
Capital expenditures | 62,690 | 25,380 | 5,872 | [4],[5] | |||||||||||||
Total assets | [2] | 2,677,557 | 2,554,324 | 2,677,557 | 2,554,324 | 20,298 | [4],[5] | ||||||||||
Canada [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (99,978) | (58,716) | ||||||||||||||
Canada [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 828,755 | 476,585 | 10,330 | [4],[5] | |||||||||||||
Segment EBITDA | 264,693 | 153,446 | 4,921 | ||||||||||||||
Central [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 628,167 | [4],[5] | 561,541 | [4],[5] | 500,211 | ||||||||||||
Segment EBITDA | [1] | 237,136 | [4],[5] | 208,930 | [4],[5] | 184,006 | |||||||||||
Depreciation and amortization | 78,199 | [4],[5] | 70,027 | [4],[5] | 64,072 | ||||||||||||
Capital expenditures | 78,000 | [4],[5] | 71,888 | [4],[5] | 57,163 | ||||||||||||
Total assets | [2] | 1,297,118 | [4],[5] | 1,302,900 | [4],[5] | 1,297,118 | [4],[5] | 1,302,900 | [4],[5] | 1,070,505 | |||||||
Central [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (88,488) | [4],[5] | (72,852) | [4],[5] | (59,590) | |||||||||||
Central [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 716,655 | [4],[5] | 634,393 | [4],[5] | 559,801 | ||||||||||||
Segment EBITDA | 237,136 | 208,930 | 184,006 | ||||||||||||||
Exploration and Production [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 191,236 | 121,109 | 215,238 | ||||||||||||||
Segment EBITDA | [1] | 90,597 | 32,479 | 70,132 | |||||||||||||
Depreciation and amortization | 42,500 | 41,215 | 47,339 | ||||||||||||||
Capital expenditures | 12,274 | 10,178 | 31,632 | ||||||||||||||
Total assets | [2] | 981,980 | 1,068,086 | 981,980 | 1,068,086 | 1,115,234 | |||||||||||
Exploration and Production [Member] | Intercompany Revenues [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | [3] | (7,827) | (11,395) | (11,544) | |||||||||||||
Exploration and Production [Member] | Operating Segments [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 199,063 | 132,504 | 226,782 | ||||||||||||||
Segment EBITDA | 90,597 | 32,479 | 70,132 | ||||||||||||||
Corporate [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Segment EBITDA | [1],[4],[5] | (32,501) | (119,215) | 1,933 | |||||||||||||
Depreciation and amortization | [4],[5] | 6,472 | 4,173 | 2,859 | |||||||||||||
Capital expenditures | [4],[5] | 7,313 | 8,975 | 2,842 | |||||||||||||
Total assets | [2],[4],[5] | $ 741,248 | $ 272,328 | $ 741,248 | $ 272,328 | $ 66,229 | |||||||||||
[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 year ended December 31, 2017, 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 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||||
Goodwill, Beginning Balance | $ 4,390,261 | $ 4,390,261 | $ 1,422,825 | ||
Goodwill acquired | 311,632 | 3,015,066 | $ 140,822 | ||
Goodwill divested | (37,359) | ||||
Impairment loss | (77,343) | ||||
Goodwill adjustment for assets sold | 2,526 | ||||
Goodwill adjustment for assets held for sale | 11,080 | (9,810) | |||
Goodwill reclassified as assets held for sale | (244) | ||||
Impact of changes in foreign currency | 103,137 | (37,576) | |||
Goodwill, Ending Balance | 4,681,774 | 4,390,261 | 1,422,825 | ||
Southern [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Beginning Balance | 1,470,023 | 1,470,023 | 95,710 | ||
Goodwill acquired | 7,510 | 1,378,879 | |||
Goodwill divested | (32,338) | ||||
Impairment loss | 0 | 0 | 0 | ||
Goodwill adjustment for assets sold | 2,205 | ||||
Goodwill adjustment for assets held for sale | 11,080 | (4,566) | |||
Goodwill, Ending Balance | 1,436,320 | 1,470,023 | 95,710 | ||
Western [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Beginning Balance | 376,537 | 376,537 | 373,820 | ||
Goodwill acquired | 20,971 | 2,717 | |||
Impairment loss | 0 | 0 | 0 | ||
Goodwill, Ending Balance | 397,508 | 376,537 | 373,820 | ||
Eastern [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Beginning Balance | 533,160 | 533,160 | 459,532 | ||
Goodwill acquired | 275,006 | 79,116 | |||
Goodwill divested | (4,354) | ||||
Impairment loss | 0 | 0 | 0 | ||
Goodwill adjustment for assets sold | 321 | ||||
Goodwill adjustment for assets held for sale | (5,244) | ||||
Goodwill reclassified as assets held for sale | (244) | ||||
Goodwill, Ending Balance | 804,133 | 533,160 | 459,532 | ||
Canada [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Beginning Balance | 1,465,274 | 1,465,274 | |||
Goodwill acquired | 7,127 | 1,502,850 | |||
Impairment loss | 0 | 0 | 0 | ||
Impact of changes in foreign currency | 103,137 | (37,576) | |||
Goodwill, Ending Balance | 1,575,538 | 1,465,274 | |||
Central [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Beginning Balance | 467,924 | 467,924 | 416,420 | ||
Goodwill acquired | 1,018 | 51,504 | |||
Goodwill divested | (667) | ||||
Impairment loss | 0 | 0 | 0 | ||
Goodwill, Ending Balance | 468,275 | 467,924 | 416,420 | ||
Exploration and Production [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Beginning Balance | 77,343 | 77,343 | 77,343 | ||
Impairment loss | $ (77,343) | $ (411,786) | $ (77,343) | ||
Goodwill, Ending Balance | $ 77,343 | $ 77,343 |
Segment Reporting (Property and
Segment Reporting (Property and Equipment, Net Relating to Operations) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Property and equipment | $ 4,820,934 | $ 4,738,055 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | 4,082,124 | 4,002,665 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | $ 738,810 | $ 735,390 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Segment EBITDA | [1] | $ 1,416,075 | $ 943,888 | $ 702,394 | |||
Depreciation | (530,187) | (393,600) | (240,357) | ||||
Amortization of intangibles | (102,297) | (70,312) | (29,077) | ||||
Impairments and other operating items | (156,493) | (27,678) | (494,492) | ||||
Interest expense | (125,297) | (92,709) | (64,236) | ||||
Interest income | 5,173 | 602 | 487 | ||||
Other income (expense), net | 3,736 | 53 | (1,005) | ||||
Foreign currency transaction gain (loss) | (2,200) | 1,121 | |||||
Income (loss) before income tax provision | 508,510 | 361,365 | (126,286) | ||||
Operating Segments [Member] | |||||||
Segment EBITDA | 1,448,576 | 1,063,103 | 700,461 | ||||
Southern [Member] | |||||||
Segment EBITDA | [1] | 258,560 | 163,320 | 35,718 | |||
Southern [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 258,560 | 163,320 | 35,718 | ||||
Western [Member] | |||||||
Segment EBITDA | [1] | 323,648 | 315,708 | 290,937 | |||
Western [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 323,648 | 315,708 | 290,937 | ||||
Eastern [Member] | |||||||
Segment EBITDA | [1] | 273,942 | 189,220 | 114,747 | |||
Eastern [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 273,942 | 189,220 | 114,747 | ||||
Canada [Member] | |||||||
Segment EBITDA | [1] | 264,693 | 153,446 | 4,921 | [2],[3] | ||
Canada [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 264,693 | 153,446 | 4,921 | ||||
Central [Member] | |||||||
Segment EBITDA | [1] | 237,136 | [2],[3] | 208,930 | [2],[3] | 184,006 | |
Central [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 237,136 | 208,930 | 184,006 | ||||
Exploration and Production [Member] | |||||||
Segment EBITDA | [1] | 90,597 | 32,479 | 70,132 | |||
Exploration and Production [Member] | Operating Segments [Member] | |||||||
Segment EBITDA | 90,597 | 32,479 | 70,132 | ||||
Corporate [Member] | |||||||
Segment EBITDA | [1],[2],[3] | $ (32,501) | $ (119,215) | $ 1,933 | |||
[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 year ended December 31, 2017, 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 (Total Report
Segment Reporting (Total Reported Revenues by Service Line) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | $ 1,157,175 | $ 1,206,478 | $ 1,175,569 | $ 1,091,266 | $ 1,048,622 | $ 1,084,922 | $ 727,639 | $ 514,680 | $ 4,630,488 | $ 3,375,863 | $ 2,117,287 | |
Percentage of reported revenue | 100.00% | 100.00% | 100.00% | |||||||||
Solid Waste Collection | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | $ 3,171,975 | $ 2,352,047 | $ 1,374,056 | |||||||||
Percentage of reported revenue | 68.50% | 69.70% | 64.90% | |||||||||
Solid Waste Disposal and Transfer | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | $ 968,408 | $ 712,388 | $ 415,169 | |||||||||
Percentage of reported revenue | 20.90% | 21.10% | 19.60% | |||||||||
Solid Waste Recycling | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | $ 152,771 | $ 85,515 | $ 46,368 | |||||||||
Percentage of reported revenue | 3.30% | 2.50% | 2.20% | |||||||||
E&P Waste Treatment, Recovery and Disposal [Member] | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | $ 192,005 | $ 120,200 | $ 215,373 | |||||||||
Percentage of reported revenue | 4.20% | 3.60% | 10.20% | |||||||||
Intermodal and Other | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | $ 145,329 | $ 105,713 | $ 66,321 | |||||||||
Percentage of reported revenue | 3.10% | 3.10% | 3.10% | |||||||||
Intercompany Revenues [Member] | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | [1] | $ (640,886) | $ (470,465) | $ (273,903) | ||||||||
Intercompany Revenues [Member] | Solid Waste Collection | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | (9,472) | (7,766) | (4,623) | |||||||||
Intercompany Revenues [Member] | Solid Waste Disposal and Transfer | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | (609,567) | (443,022) | (255,200) | |||||||||
Intercompany Revenues [Member] | Solid Waste Recycling | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | (8,959) | (6,941) | (924) | |||||||||
Intercompany Revenues [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | (11,468) | (12,086) | (13,156) | |||||||||
Intercompany Revenues [Member] | Intermodal and Other | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | (1,420) | (650) | ||||||||||
Operating Segments [Member] | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | 5,271,374 | 3,846,328 | 2,391,190 | |||||||||
Operating Segments [Member] | Solid Waste Collection | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | 3,181,447 | 2,359,813 | 1,378,679 | |||||||||
Operating Segments [Member] | Solid Waste Disposal and Transfer | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | 1,577,975 | 1,155,410 | 670,369 | |||||||||
Operating Segments [Member] | Solid Waste Recycling | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | 161,730 | 92,456 | 47,292 | |||||||||
Operating Segments [Member] | E&P Waste Treatment, Recovery and Disposal [Member] | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | 203,473 | 132,286 | 228,529 | |||||||||
Operating Segments [Member] | Intermodal and Other | ||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||
Revenues | $ 146,749 | $ 106,363 | $ 66,321 | |||||||||
[1] | 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. |
Net Income (Loss) Per Share I98
Net Income (Loss) Per Share Information (Basic and Diluted Net Income Per Common Share) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net income (loss) attributable to Waste Connections for basic and diluted earnings per share | $ 315,086 | $ 123,227 | $ 123,656 | $ 14,874 | $ 85,592 | $ 88,617 | $ 27,489 | $ 44,842 | $ 576,817 | $ 246,540 | $ (95,764) |
Denominator: | |||||||||||
Basic shares outstanding | 263,682,608 | 230,325,012 | 185,237,896 | ||||||||
Dilutive effect of equity-based awards | 619,803 | 756,484 | |||||||||
Diluted shares outstanding | 264,302,411 | 231,081,496 | 185,237,896 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)agreement | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Employee Benefit Plan [Line Items] | |||
Maximum percentage of contribution | 5.00% | ||
Number of multiemployer pension plans | agreement | 10 | ||
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 | $ 25,992 | $ 21,051 | |
Voluntary Savings And Investment Plan | |||
Employee Benefit Plan [Line Items] | |||
Total employer expenses, including employer matching contributions | $ 14,703 | $ 10,420 | $ 4,702 |
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% | ||
Percentage of employee's eligible compensation that represents the maximum amount of employer matching contribution to plan | 3.00% | ||
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 | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Multiemployer Plans [Line Items] | ||||
Company contributions | $ 11,823 | $ 4,001 | $ 4,556 | |
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 | $ 4,191 | $ 3,420 | 4,314 | |
Collective-bargaining agreement, expiration date, start | Dec. 15, 2017 | |||
Collective-bargaining agreement, expiration date, end | Jun. 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 | $ 275 | $ 252 | $ 242 | |
Collective-bargaining agreement, expiration date | Sep. 30, 2019 | |||
International Union of Operating Engineers Pension Trust [Member] | ||||
Multiemployer Plans [Line Items] | ||||
Registration number | 85512-1 | |||
Pension Protection Act zone status | [1] | Green | Green | |
FIP/RP status | [1],[2] | NA | ||
Company contributions | $ 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] | $ 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] | Other | Other | |
FIP/RP status | [1],[2] | Implemented | ||
Company contributions | $ 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 | [1] | Yellow | Yellow | |
FIP/RP status | [1],[2] | Implemented | ||
Company contributions | $ 207 | $ 11 | ||
Collective-bargaining agreement, expiration date | Oct. 31, 2020 | |||
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 | NA | |
FIP/RP status | [1],[2] | Implemented | ||
Company contributions | $ 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 | NA | |
FIP/RP status | [1],[2] | NA | ||
Company contributions | $ 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 | NA | |
FIP/RP status | [1],[2] | Implemented | ||
Company contributions | $ 837 | |||
Collective-bargaining agreement, expiration date | Dec. 31, 2018 | |||
Local 731, I.B. of T., Excavators and Pavers Pension Fund [Member] | ||||
Multiemployer Plans [Line Items] | ||||
EIN/Pension plan number | 366,513,565 | |||
Pension Protection Act zone status | [1] | Yellow | NA | |
FIP/RP status | [1],[2] | Implemented | ||
Company contributions | $ 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 2017 and 2016 is for the plans' years ended December 31, 2016 and 2015, 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 Financial101
Selected Quarterly Financial Data (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Line Items] | |||||||||||
Acquisition related costs | $ 5,700 | $ 4,235 | |||||||||
Severance-related expenses | $ 4,827 | $ 19,402 | |||||||||
Excise taxes | 14,322 | ||||||||||
Share-based compensation expenses from accelerated vesting | 8,022 | ||||||||||
Net deferred income tax expense (benefit) from enactment of tax reform | $ 269,804 | (269,804) | |||||||||
Deferred income tax expense from foreign earnings transition tax | 62,350 | 62,350 | |||||||||
Goodwill write-down | 77,343 | ||||||||||
Gain or loss recognized on assets held for sale | $ 53,471 | 19,189 | |||||||||
Decrease in contingent consideration | 17,754 | $ (2,623) | (22,180) | ||||||||
Synergy bonus | $ 6,498 | $ 5,300 | |||||||||
Share-based compensation expense | 39,361 | 44,772 | 20,318 | ||||||||
Share-based compensation expense, net of taxes | 25,608 | 28,680 | 12,587 | ||||||||
Exploration and Production [Member] | |||||||||||
Quarterly Financial Data [Line Items] | |||||||||||
Goodwill write-down | 77,343 | $ 411,786 | 77,343 | ||||||||
Indefinite-lived intangible asset write-down | $ 38,351 | 156 | |||||||||
Impairment charges | 11,038 | 2,653 | 67,647 | ||||||||
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 | ||||||||||
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 | $ 23,037 | $ 8,521 | $ 31,408 | ||||||||
Decrease in contingent consideration | $ 11,313 |
Selected Quarterly Financial102
Selected Quarterly Financial Data (Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Data [Abstract] | |||||||||||
Revenues | $ 1,157,175 | $ 1,206,478 | $ 1,175,569 | $ 1,091,266 | $ 1,048,622 | $ 1,084,922 | $ 727,639 | $ 514,680 | $ 4,630,488 | $ 3,375,863 | $ 2,117,287 |
Operating income (loss) | 175,014 | 218,770 | 206,910 | 26,404 | 139,157 | 158,666 | 63,495 | 90,979 | 627,098 | 452,298 | (61,532) |
Net income (loss) | 315,128 | 123,410 | 123,887 | 15,020 | 85,703 | 88,881 | 27,720 | 45,017 | 577,420 | 247,321 | (94,694) |
Net income (loss) attributable to Waste Connections | $ 315,086 | $ 123,227 | $ 123,656 | $ 14,874 | $ 85,592 | $ 88,617 | $ 27,489 | $ 44,842 | $ 576,817 | $ 246,540 | $ (95,764) |
Basic income (loss) per common share attributable to Waste Connections' common shareholders | $ 1.20 | $ 0.47 | $ 0.47 | $ 0.06 | $ 0.33 | $ 0.34 | $ 0.13 | $ 0.24 | $ 2.19 | $ 1.07 | $ (0.52) |
Diluted income (loss) per common share attributable to Waste Connections' common shareholders | $ 1.19 | $ 0.47 | $ 0.47 | $ 0.06 | $ 0.32 | $ 0.34 | $ 0.13 | $ 0.24 | $ 2.18 | $ 1.07 | $ (0.52) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - $ / shares | Feb. 14, 2018 | Feb. 14, 2018 |
Subsequent Event [Line Items] | ||
Dividends, declared date | Feb. 14, 2018 | |
Dividends per share amount | $ 0.14 | |
Dividends, date to be paid | Mar. 14, 2018 | |
Dividends, date of record | Feb. 28, 2018 |
Valuation and Qualifying Acc104
Valuation and Qualifying Accounts (Detail) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Valuation allowances and reserves, balance | $ 13,160 | $ 7,738 | $ 9,175 |
Valuation allowances and reserves, charged to cost and expense | 14,363 | 13,980 | 5,423 |
Valuation allowances and reserves, deductions | (10,369) | (8,558) | (6,860) |
Valuation allowances and reserves, balance | $ 17,154 | $ 13,160 | $ 7,738 |