Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 03, 2023 | Jun. 30, 2022 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Transition Report | false | ||
Entity File Number | 1-34370 | ||
Entity Registrant Name | WASTE CONNECTIONS, INC. | ||
Entity Incorporation, State or Country Code | A6 | ||
Entity Tax Identification Number | 98-1202763 | ||
Entity Address, Address Line One | 6220 Hwy 7 | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Woodbridge | ||
Entity Address, State or Province | ON | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | L4H 4G3 | ||
City Area Code | (905) | ||
Local Phone Number | 532-7510 | ||
Title of 12(b) Security | Common Shares, no par value | ||
Trading Symbol | WCN | ||
Security Exchange Name | NYSE | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Fin Stmt Error Correction Flag | false | ||
Document Fin Stmt Restatement Recovery Analysis Flag | false | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Houston, Texas | ||
Entity Shell Company | false | ||
Entity Public Float | $ 31,785,271,082 | ||
Entity Common Stock, Shares Outstanding | 257,220,344 | ||
Entity Central Index Key | 0001318220 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and equivalents | $ 78,637 | $ 147,441 |
Accounts receivable, net of allowance for credit losses of $20,512 and $18,480 at December 31, 2022 and 2021, respectively | 833,862 | 709,614 |
Prepaid expenses and other current assets | 205,146 | 175,722 |
Total current assets | 1,117,645 | 1,032,777 |
Restricted cash | 102,727 | 72,174 |
Restricted investments | 68,099 | 59,014 |
Property and equipment, net | 6,950,915 | 5,721,949 |
Operating lease right-of-use assets | 192,506 | 160,567 |
Goodwill | 6,902,297 | 6,187,643 |
Intangible assets, net | 1,673,917 | 1,350,597 |
Other assets, net | 126,497 | 115,203 |
Total assets | 17,134,603 | 14,699,924 |
Current liabilities: | ||
Accounts payable | 638,728 | 392,868 |
Book overdraft | 15,645 | 16,721 |
Deferred revenue | 325,002 | 273,720 |
Accrued liabilities | 431,247 | 442,596 |
Current portion of operating lease liabilities | 35,170 | 38,017 |
Current portion of contingent consideration | 60,092 | 62,804 |
Current portion of long-term debt and notes payable | 6,759 | 6,020 |
Total current liabilities | 1,512,643 | 1,232,746 |
Long-term debt and notes payable | 6,890,149 | 5,040,500 |
Long-term portion of operating lease liabilities | 165,462 | 129,628 |
Long-term portion of contingent consideration | 21,323 | 31,504 |
Deferred income taxes | 1,013,742 | 850,921 |
Other long-term liabilities | 417,640 | 421,080 |
Total liabilities | 10,020,959 | 7,706,379 |
Commitments and contingencies (Note 13) | ||
Equity: | ||
Common shares: 257,211,175 shares issued and 257,145,716 shares outstanding at December 31, 2022; 260,283,158 shares issued and 260,212,496 shares outstanding at December 31, 2021 | 3,271,958 | 3,693,027 |
Additional paid-in capital | 244,076 | 199,482 |
Accumulated other comprehensive income | (56,830) | 39,584 |
Treasury shares: 65,459 and 70,662 shares at December 31, 2022 and 2021, respectively | ||
Retained earnings | 3,649,494 | 3,056,845 |
Total Waste Connections' equity | 7,108,698 | 6,988,938 |
Noncontrolling interest in subsidiaries | 4,946 | 4,607 |
Total equity | 7,113,644 | 6,993,545 |
Total liabilities and shareholders' equity | $ 17,134,603 | $ 14,699,924 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Allowance for credit losses | $ 22,939 | $ 18,480 |
Common shares, shares issued | 257,211,175 | 260,283,158 |
Common shares, shares outstanding | 257,145,716 | 260,212,496 |
Treasury shares | 65,459 | 70,662 |
Consolidated Statements of Net
Consolidated Statements of Net Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 7,211,859 | $ 6,151,361 | $ 5,445,990 |
Operating expenses: | |||
Cost of operations | 4,336,012 | 3,654,074 | 3,276,808 |
Selling, general and administrative | 696,467 | 612,337 | 537,632 |
Depreciation | 763,285 | 673,730 | 621,102 |
Amortization of intangibles | 155,675 | 139,279 | 131,302 |
Impairments and other operating items | 18,230 | 32,316 | 466,718 |
Operating income | 1,242,190 | 1,039,625 | 412,428 |
Interest expense | (202,331) | (162,796) | (162,375) |
Interest income | 5,950 | 2,916 | 5,253 |
Other income (expense), net | 3,154 | 6,285 | (1,392) |
Loss on early extinguishment of debt | 0 | (115,288) | 0 |
Income before income tax provision | 1,048,963 | 770,742 | 253,914 |
Income tax provision | (212,962) | (152,253) | (49,922) |
Net income | 836,001 | 618,489 | 203,992 |
Plus (less): Net loss (income) attributable to noncontrolling interests | (339) | (442) | 685 |
Net income attributable to Waste Connections | $ 835,662 | $ 618,047 | $ 204,677 |
Earnings per common share attributable to Waste Connections' common shareholders: | |||
Basic | $ 3.25 | $ 2.37 | $ 0.78 |
Diluted | $ 3.24 | $ 2.36 | $ 0.78 |
Shares used in the per share calculations: | |||
Basic | 257,383,578 | 261,166,723 | 263,189,699 |
Diluted | 258,038,801 | 261,728,470 | 263,687,539 |
Cash dividends per common share | $ 0.945 | $ 0.845 | $ 0.760 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income | $ 836,001 | $ 618,489 | $ 203,992 |
Other comprehensive income (loss), before tax: | |||
Foreign currency translation adjustment | (157,336) | 8,183 | 50,653 |
Other comprehensive income (loss), before tax | (74,449) | 51,791 | (4,233) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (21,965) | (11,556) | 14,545 |
Other comprehensive income (loss), net of tax | (96,414) | 40,235 | 10,312 |
Comprehensive income | 739,587 | 658,724 | 214,304 |
Plus (less): Comprehensive loss (income) attributable to noncontrolling interests | (339) | (442) | 685 |
Comprehensive income attributable to Waste Connections | 739,248 | 658,282 | 214,989 |
Interest Rate Swap [Member] | |||
Other comprehensive income (loss), before tax: | |||
Interest rate swap amounts reclassified into interest expense | 6,551 | 20,321 | 9,778 |
Changes in fair value of interest rate swaps | $ 76,336 | $ 23,287 | $ (64,664) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Common Stock [Member] Performance Shares [Member] | Common Stock [Member] Deferred Compensation Plan [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Noncontrolling Interests [Member] | Total |
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 4,135,343 | $ 154,917 | $ (10,963) | $ 2,654,207 | $ 4,850 | $ 6,938,354 | |||
Beginning Balances at Dec. 31, 2019 | $ 4,135,343 | 154,917 | (10,963) | 2,654,207 | 4,850 | 6,938,354 | |||
Beginning Balances, shares at Dec. 31, 2019 | 263,618,161 | ||||||||
Beginning Balance, treasury shares at Dec. 31, 2019 | 81,514 | ||||||||
Sale of common shares held in trust | $ 679 | 679 | |||||||
Sale of common shares held in trust, shares | 7,330 | (7,330) | |||||||
Vesting of restricted share units (shares) | 281,186 | 23,857 | 377,006 | ||||||
Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options | (678) | (678) | |||||||
Tax withholdings related to net share settlements of equity-based compensation | (23,446) | (23,446) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (230,698) | ||||||||
Equity-based compensation | 39,762 | $ 39,762 | |||||||
Exercise of warrants | 20,125 | ||||||||
Repurchase of common shares (shares) | (1,271,977) | (1,271,977) | |||||||
Repurchase of common shares | $ (105,654) | $ (105,654) | |||||||
Cash dividends on common shares | (199,883) | (199,883) | |||||||
Amounts reclassified into earnings, net of taxes | 7,187 | 7,187 | |||||||
Changes in fair value of cash flow hedges, net of taxes | (47,528) | (47,528) | |||||||
Foreign currency translation adjustment | 50,653 | 50,653 | |||||||
Net income | 204,677 | (685) | 203,992 | ||||||
Ending Balances at Dec. 31, 2020 | $ 4,030,368 | 170,555 | (651) | 2,659,001 | 4,165 | 6,863,438 | |||
Ending Balances, shares at Dec. 31, 2020 | 262,824,990 | ||||||||
Ending Balance, treasury shares at Dec. 31, 2020 | 74,184 | ||||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 4,030,368 | 170,555 | (651) | 2,659,001 | 4,165 | 6,863,438 | |||
Sale of common shares held in trust | $ 430 | 430 | |||||||
Sale of common shares held in trust, shares | 3,522 | (3,522) | |||||||
Vesting of restricted share units (shares) | 154,251 | 19,510 | 343,480 | ||||||
Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options | (1,177) | (1,177) | |||||||
Tax withholdings related to net share settlements of equity-based compensation | (18,606) | (18,606) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (186,978) | ||||||||
Equity-based compensation | 48,710 | $ 48,710 | |||||||
Exercise of warrants | 46,730 | ||||||||
Repurchase of common shares (shares) | (3,003,822) | (3,003,822) | |||||||
Repurchase of common shares | $ (338,993) | $ (338,993) | |||||||
Issuance of shares under employee share purchase plan | $ 1,222 | $ 1,222 | |||||||
Issuance of shares under employee share purchase plan, shares | 10,813 | 10,813 | |||||||
Cash dividends on common shares | (220,203) | $ (220,203) | |||||||
Amounts reclassified into earnings, net of taxes | 14,936 | 14,936 | |||||||
Changes in fair value of cash flow hedges, net of taxes | 17,116 | 17,116 | |||||||
Foreign currency translation adjustment | 8,183 | 8,183 | |||||||
Net income | 618,047 | 442 | 618,489 | ||||||
Ending Balances at Dec. 31, 2021 | $ 3,693,027 | 199,482 | 39,584 | 3,056,845 | 4,607 | $ 6,993,545 | |||
Ending Balances, shares at Dec. 31, 2021 | 260,212,496 | 260,212,496 | |||||||
Ending Balance, treasury shares at Dec. 31, 2021 | 70,662 | 70,662 | |||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 3,693,027 | 199,482 | 39,584 | 3,056,845 | 4,607 | $ 6,993,545 | |||
Sale of common shares held in trust | $ 660 | 660 | |||||||
Sale of common shares held in trust, shares | 5,203 | (5,203) | |||||||
Vesting of restricted share units (shares) | 57,677 | 19,509 | 318,851 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (18,358) | (18,358) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (210,700) | ||||||||
Equity-based compensation | 62,952 | $ 62,952 | |||||||
Exercise of warrants | 104,253 | ||||||||
Repurchase of common shares (shares) | (3,388,155) | (3,388,155) | |||||||
Repurchase of common shares | $ (424,999) | $ (424,999) | |||||||
Issuance of shares under employee share purchase plan | $ 3,270 | $ 3,270 | |||||||
Issuance of shares under employee share purchase plan, shares | 26,582 | 26,582 | |||||||
Cash dividends on common shares | (243,013) | $ (243,013) | |||||||
Amounts reclassified into earnings, net of taxes | 4,815 | 4,815 | |||||||
Changes in fair value of cash flow hedges, net of taxes | 56,107 | 56,107 | |||||||
Foreign currency translation adjustment | (157,336) | (157,336) | |||||||
Net income | 835,662 | 339 | 836,001 | ||||||
Ending Balances at Dec. 31, 2022 | $ 3,271,958 | 244,076 | (56,830) | 3,649,494 | 4,946 | $ 7,113,644 | |||
Ending Balances, shares at Dec. 31, 2022 | 257,145,716 | 257,145,716 | |||||||
Ending Balance, treasury shares at Dec. 31, 2022 | 65,459 | 65,459 | |||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 3,271,958 | $ 244,076 | $ (56,830) | $ 3,649,494 | $ 4,946 | $ 7,113,644 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 836,001 | $ 618,489 | $ 203,992 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss on disposal of assets and impairments | 9,519 | 27,727 | 445,647 |
Depreciation | 763,285 | 673,730 | 621,102 |
Amortization of intangibles | 155,675 | 139,279 | 131,302 |
Loss on early extinguishment of debt | 0 | 115,288 | 0 |
Deferred income taxes, net of acquisitions | 93,481 | 14,563 | (50,487) |
Current period provision for expected credit losses | 17,353 | 9,719 | 15,509 |
Amortization of debt issuance costs | 5,454 | 5,055 | 7,509 |
Share-based compensation | 63,485 | 58,221 | 45,751 |
Interest accretion | 17,668 | 15,970 | 17,205 |
Payment of contingent consideration recorded in earnings | (2,982) | (520) | (10,371) |
Adjustments to contingent consideration | (1,030) | 2,954 | 18,418 |
Other | (8,217) | (1,260) | 2,426 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable, net | (100,546) | (54,688) | 31,332 |
Prepaid expenses and other current assets | (752) | (8,229) | (17,749) |
Accounts payable | 192,850 | 66,752 | (148,362) |
Deferred revenue | 42,252 | 31,707 | 14,981 |
Accrued liabilities | (28,082) | 3,853 | 88,612 |
Increase (Decrease) in Asset Retirement Obligations | (18,881) | (21,040) | (6,484) |
Increase (Decrease) in Other Operating Liabilities | (14,041) | 659 | (1,812) |
Net cash provided by operating activities | 2,022,492 | 1,698,229 | 1,408,521 |
Cash flows from investing activities: | |||
Payments for acquisitions, net of cash acquired | (2,206,901) | (960,449) | (388,789) |
Capital expenditures for property and equipment | (912,677) | (744,315) | (597,053) |
Capital expenditure for undeveloped landfill property | 0 | 0 | (67,508) |
Investments in noncontrolling interests | 0 | (25,000) | 0 |
Proceeds from disposal of assets | 30,676 | 42,768 | 19,084 |
Other | 1,731 | (6,486) | (11,777) |
Net cash used in investing activities | (3,087,171) | (1,693,482) | (1,046,043) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 4,816,146 | 2,112,193 | 1,815,625 |
Principal payments on notes payable and long-term debt | (3,073,985) | (1,893,100) | (1,542,958) |
Premiums paid on early extinguishment of debt | 0 | (110,617) | 0 |
Payment of contingent consideration recorded at acquisition date | (16,911) | (12,934) | (12,566) |
Change in book overdraft | (1,076) | (367) | 1,096 |
Payments for repurchase of common shares | (424,999) | (338,993) | (105,654) |
Payments for cash dividends | (243,013) | (220,203) | (199,883) |
Tax withholdings related to net share settlements of equity-based compensation | (18,358) | (18,606) | (23,446) |
Debt issuance costs | (13,271) | (18,521) | (11,117) |
Proceeds from issuance of shares under employee share purchase plan | 3,270 | 1,222 | 0 |
Proceeds from sale of common shares held in trust | 660 | 430 | 679 |
Net cash provided by (used in) financing activities | 1,028,463 | (499,496) | (78,224) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,035) | (25) | 6,914 |
Net increase in cash, cash equivalents and restricted cash | (38,251) | (494,774) | 291,168 |
Cash, cash equivalents and restricted cash at beginning of period | 219,615 | 714,389 | 423,221 |
Cash, cash equivalents and restricted cash at end of period | 181,364 | 219,615 | 714,389 |
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH TRANSACTIONS: | |||
Cash paid for income taxes | 100,156 | 146,198 | 104,618 |
Cash paid for interest | 177,424 | 157,485 | 142,310 |
Changes in accrued capital expenditures for property and equipment | 36,671 | 22,153 | (10,940) |
In connection with its acquisitions, the Company assumed liabilities as follows: | |||
Fair value of assets acquired | 2,471,202 | 1,230,396 | 514,234 |
Payments for acquisitions, net of cash acquired | (2,206,901) | (960,449) | (388,789) |
Change in open working capital settlements at year end | 0 | 0 | (1,505) |
Liabilities assumed and notes payable issued to sellers of businesses acquired | $ 264,301 | $ 269,947 | $ 123,940 |
Business
Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 1. BUSINESS The financial statements presented in this report represent the consolidation of Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada, and its wholly-owned and majority-owned subsidiaries. When the terms the “Company” or “Waste Connections” are used in this document, those terms refer to Waste Connections, Inc. and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2022 | |
New Accounting Standards | |
New Accounting Standards and Reclassifications | 2. NEW ACCOUNTING STANDARDS Accounting Standards Adopted Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance to provide temporary optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). One-week and two-month U.S. dollar LIBOR settings as well as all non-U.S. dollar LIBOR settings stopped being published on December 31, 2021, while the remaining U.S. dollar LIBOR settings will be discontinued on June 30, 2023. Under the new guidance, entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Under the guidance, entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. The guidance was effective upon issuance. The guidance on contract modifications was applied prospectively from March 12, 2020. The guidance on hedging is applied to eligible hedging relationships existing as of the beginning of the interim period that includes the effective date and to new eligible hedging relationships entered into after the beginning of that interim period. The relief is temporary and generally cannot be applied to contract modifications that occur after December 31, 2024 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2024. In October 2022, the Company adopted the applicable practical expedients of the standard when it converted the option of a LIBOR interest rate in its Credit Agreement to a SOFR interest rate and correspondingly amended its five interest rate swap agreements that are specifically designated to the amended Credit Agreement. As permitted by the practical expedients in the standard, the Company maintained cash flow hedge accounting for its interest rate swap agreements as the conversion of the LIBOR interest rate to SOFR was the only modification to the interest rate swap agreements. The Company determined that the new guidance did not have a material effect on its consolidated financial statements. See Note 11 for further details on the amendment to the Credit Agreement . Accounting Standards Pending Adoption Clawback of Executive Compensation Rules providing for the recovery of incentive-based compensation received by current and former executive officers in the event of a required accounting restatement when that compensation was based on an erroneously reported financial reporting measure. The new rule and related amendments include a number of new disclosure requirements, including requiring issuers to file their recovery policy as an exhibit to their annual reports and establishing new cover page disclosures on Form 10-K indicating whether the financial statements included in the filing reflect the correction of an error and whether the error correction required an incentive-based compensation recovery analysis. The exchanges must file proposed listing standards to implement the SEC’s directive no later than February 26, 2023 (which is 90 days after the final rules were published in the Federal Register), and those listing standards must be effective no later than November 28, 2023. Affected issuers will be required to adopt a recovery policy no later than 60 days after the listing standards become effective. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Summary [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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, 2022 and 2021, cash equivalents consisted of demand money market accounts. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and equivalents, restricted cash, restricted investments and accounts receivable. The Company maintains cash and equivalents with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions. The Company’s restricted cash and restricted investments are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company has not experienced any losses related to its cash and equivalents, restricted cash or restricted investment accounts. The Company generally does not require collateral on its trade receivables. Credit risk on accounts receivable is minimized as a result of the large and diverse nature of the Company’s customer base. The Company maintains allowances for credit losses based on the expected collectability of accounts receivable. Revenue Recognition and Accounts Receivable The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, E&P services, and intermodal services. The following table disaggregates the Company’s revenues by service line for the periods indicated: Years Ended December 31, 2022 2021 2020 Commercial $ 2,176,295 $ 1,813,426 $ 1,610,313 Residential 1,891,108 1,673,819 1,528,217 Industrial and construction roll off 1,183,624 954,181 833,148 Total collection 5,251,027 4,441,426 3,971,678 Landfill 1,328,942 1,233,499 1,146,732 Transfer 1,026,050 859,113 777,754 Recycling 204,876 205,076 86,389 E&P 210,562 138,707 159,438 Intermodal and other 188,471 152,194 118,396 Intercompany (998,069) (878,654) (814,397) Total $ 7,211,859 $ 6,151,361 $ 5,445,990 The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided. See Note 17 for additional information regarding revenue by reportable segment. Revenue by Service Line Solid Waste Collection The Company’s solid waste collection business involves the collection of waste from residential, commercial and industrial customers for transport to transfer stations, or directly to landfills or recycling centers. Solid waste collection services include both recurring and temporary customer relationships. The services are performed under service agreements, municipal contracts or franchise agreements with governmental entities. Existing franchise agreements and most of the existing municipal contracts give the Company the exclusive right to provide specified waste services in the specified territory during the contract term. These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one In general, residential collection fees are billed monthly or quarterly in advance. Substantially all of the deferred revenue recorded as of September 30, 2022 was recognized as revenue during the three months ended December 31, 2022 when the service was performed. Commercial customers are typically billed on a monthly basis based on the nature of the services provided during the period. Revenue recognized under these agreements is variable in nature based on the number of residential homes or businesses serviced during the period, the frequency of collection and the volume of waste collected. In addition, certain contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index which are unknown at contract inception. Solid waste collection revenue from sources other than customer contracts primarily relates to lease revenue associated with compactors. Revenue from these leasing arrangements was not material and represented an insignificant amount of total revenue for each of the reported periods. Landfill and Transfer Station Revenue at landfills is primarily generated by charging tipping fees on a per ton and/or per yard basis to third parties based on the volume disposed and the nature of the waste. In general, fees are variable in nature and revenue is recognized at the time the waste is disposed at the facility. Revenue at transfer stations is primarily generated by charging tipping or disposal fees on a per ton and/or per yard basis. The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility and the cost of disposal. In general, fees are billed and revenue is recognized at the time the service is performed. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted at the transfer facility. Many of the Company’s landfill and transfer station customers have entered into one Solid Waste Recycling Solid waste recycling revenues result from the sale of recycled commodities, which are generated by offering residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. The Company owns and operates recycling operations and markets collected recyclable materials to third parties for processing before resale. In some instances, the Company utilizes a third party to market recycled materials. In certain instances, the Company issues recycling rebates to municipal or commercial customers, which can be based on the price it receives upon the sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities. The fees received are based primarily on the market, type and volume or weight of the materials sold. In general, fees are billed and revenue is recognized at the time title is transferred. Revenue recognized under these agreements is variable in nature based on the volume of materials sold. In addition, the amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. E&P Waste Treatment, Recovery and Disposal E&P waste revenue is primarily generated through the treatment, recovery and disposal of non-hazardous exploration and production waste from vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity, as well as other services. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted or processed during the period. Intermodal and Other Intermodal revenue is primarily generated through providing intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. The fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination. In general, fees are billed and revenue is recognized upon delivery. Other revenues consist primarily of the sale of methane gas and renewable energy credits generated from the Company’s MSW landfills. Revenue Recognition Service obligations of a long-term nature, such as solid waste collection service contracts, are satisfied over time, and revenue is recognized based on the value provided to the customer during the period. In many of our markets, solid waste collection service contracts exist as exclusive franchise agreements or municipal contracts. The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of waste collected, transported and disposed, and the nature of the waste accepted. Such contracts are generally within the Company’s collection, recycling and other lines of business and have a weighted average remaining contract life of approximately four years, excluding certain exclusive and perpetual agreements, such as governmental certificates . Additionally, certain elements of long-term customer contracts are unknown upon entering into the contract, including the amount that will be billed in accordance with annual price escalation clauses, fuel recovery fee programs and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue is recognized once the index is established for the period. Accounts Receivable Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for credit losses, represents their estimated net realizable value. The allowance for credit losses is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics. The Company monitors the collectability of its trade receivables as one overall pool due to all trade receivables having similar risk characteristics. The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical location of the customer, existing economic conditions and reasonable forecasts. 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. The following is a rollforward of the Company’s allowance for credit losses for the periods indicated: Years Ended December 31, 2022 2021 Beginning balance $ 18,480 $ 19,380 Current period provision for expected credit losses 17,353 9,719 Write-offs charged against the allowance (18,273) (15,545) Recoveries collected 5,473 4,918 Impact of changes in foreign currency (94) 8 Ending balance $ 22,939 $ 18,480 Contract Acquisition Costs The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Consolidated Balance Sheet, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one Company would have recognized is one year or less. The Company had $23,818 and $18,954 of deferred sales incentives at December 31, 2022 and 2021, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company recorded a total of $22,675, $23,671 and $17,138, respectively, of sales incentive amortization expense for deferred sales incentives and sales incentive expense for contracts with original terms of less than one year. 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 Leasehold and land improvements 3 Machinery and equipment 3 Rolling stock 3 Containers 3 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 - Final capping, closure and post-closure obligations 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 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 layers for final capping, closure and post-closure liabilities is based on its long-term credit adjusted risk-free rate. The Company’s discount rate assumption for purposes of computing 2022 and 2021 “layers” for final capping, closure and post-closure obligations ranged from 3.25% to 5.50% for 2022 and was 3.25% for 2021. The Company’s long-term inflation rate assumption ranged from 2.25% to 2.75% for 2022 and was 2.25% for 2021. 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. Owned 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 329 years, with approximately 90% of the projected annual disposal volume from landfills with remaining lives of less than 70 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, 2020 to December 31, 2022: Final capping, closure and post-closure liability at December 31, 2020 $ 301,896 Liability adjustments (1,081) Accretion expense associated with landfill obligations 14,333 Closure payments (21,040) Assumption of closure liabilities from acquisitions 11,380 Disposition of closure liabilities from divested operations (3,566) Foreign currency translation adjustment 615 Final capping, closure and post-closure liability at December 31, 2021 302,537 Liability adjustments 39,321 Accretion expense associated with landfill obligations 16,068 Closure payments (18,834) Assumption of closure liabilities from acquisitions 8,575 Disposition of closure liabilities from divested operations (916) Foreign currency translation adjustment (2,145) Final capping, closure and post-closure liability at December 31, 2022 $ 344,606 Liability adjustments of $39,321 and $1,081 for the years ended December 31, 2022 and 2021, respectively, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed. 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. - Disposal capacity 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. 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 the 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. ● 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 over the expected term of the related agreements (ranging from 1 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. 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 a segment; or ● current period or expected future operating cash flow losses. As part of the Company’s goodwill impairment test, the Company estimates the fair value of each of its reporting units using discounted cash flow analyses. The Company’s reporting units consisted of its five geographic solid waste operating segments at December 31, 2022, 2021 and 2020. 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. In testing indefinite-lived intangible assets for impairment, the Company compares the estimated fair value of each indefinite-lived intangible asset to its carrying value. If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment charge would be recorded to earnings in the Company’s Consolidated Statements of Net Income. 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, 2022, 2021 and 2020 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, growth rates and income tax rates. The cash flows employed in the Company’s 2022 discounted cash flow analyses were based on ten-year financial forecasts, which in turn were based on the 2023 annual budget developed internally by management. These forecasts reflect operating profit margins that were consistent with 2022 results and perpetual revenue growth rates of 4.5%. The Company’s discount rate assumptions are based on an assessment of the market participant rate which approximated 7.9%. 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 any of its five geographic operating segments as a result of its annual goodwill impairment tests for the years ended December 31, 2022, 2021 or 2020. During the fourth quarter of 2021, the Company recorded an impairment charge of $2,277, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, on certain indefinite-lived intangible assets at two of its E&P sites in its Southern segment. The Company did not record an impairment charge to any of its five geographic operating segments as a result of its indefinite-lived intangible assets impairment tests for the years ended December 31, 2022 or 2020. Impairments of Property and Equipment and Finite-Lived Intangible Assets Property, equipment and finite-lived intangible assets are carried on the Company’s consolidated financial statements based on their cost less accumulated depreciation or amortization. Finite-lived intangible assets consist of long-term franchise agreements, contracts, customer lists, permits and other agreements. The recoverability of these assets is tested whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Typical indicators that an asset may be impaired include, but are not limited to, the following: ● a significant adverse change in legal factors or in the business climate; ● an adverse action or assessment by a regulator; ● a more likely than not expectation that a segment or a significant portion thereof will be sold; ● the testing for recoverability of a significant asset group within a segment; or ● current period or expected future operating cash flow losses. If any of these or other indicators occur, a test of recoverability is performed by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If the carrying value is in excess of the undiscounted expected future cash flows, impairment is measured by comparing the fair value of the asset to its carrying value. Fair value is determined by an internally developed discounted projected cash flow analysis of the asset. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company will determine whether an impairment has occurred for the group of assets for which the projected cash flows can be identified. If the fair value of an asset is determined to be less than the carrying amount of the asset or asset group, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Several impairment indicators are beyond the Company’s control, and whether or not they will occur cannot be predicted with any certainty. Estimating future cash flows requires significant judgment and projections may vary from cash flows eventually realized. There are other considerations for impairments of landfills, as described below. During the year ended December 31, 2022, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment. During the year ended December 31, 2021, the Company recorded a $16,379 impairment charge, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, for property and equipment and finite-lived intangible assets at three of its E&P waste sites in its Southern segment. The demand for the Company’s E&P waste services depends on the continued demand for, and production of, oil and natural gas. Crude oil and natural gas prices historically have been volatile. Macroeconomic and geopolitical conditions, including a significant decline in oil prices occurring in 2020 driven by both surplus production and supply, as well as the decrease in demand caused by factors including the COVID-19 pandemic, resulted in decreased levels of oil and natural gas exploration and production activity and a corresponding decrease in demand for the Company’s E&P waste services in 2020. During the year ended December 31, 2020, total E&P waste revenue declined $112,114, compared to the prior year period, on rig count declines of 56% in certain basins. The most impacted basins include the Williston Basin in North Dakota, the Eagle Ford Basin in Texas and the Powder River Basin in Wyoming, all of which have relatively high costs associated with drilling, making them less attractive than other basins, including the Permian Basin in Texas and New Mexico. A |
Use of Estimates and Assumption
Use of Estimates and Assumptions | 12 Months Ended |
Dec. 31, 2022 | |
Use of Estimates and Assumptions [Abstract] | |
Use of Estimates and Assumptions | 4. 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 3. 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. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: December 31, 2022 2021 Income taxes receivable $ 43,055 $ 61,305 Inventory 55,188 44,257 Prepaid insurance 31,588 22,471 Unrealized cash flow hedge gains 17,906 — Prepaid licenses and permits 12,116 10,683 Other 45,293 37,006 $ 205,146 $ 175,722 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, 2022 2021 Landfill site costs $ 5,179,768 $ 4,447,530 Rolling stock 2,835,330 2,483,294 Land, buildings and improvements 1,673,062 1,339,542 Containers 1,180,370 983,602 Machinery and equipment 1,065,767 940,723 Construction in progress 132,367 82,187 12,066,664 10,276,878 Less accumulated depreciation and depletion (5,115,749) (4,554,929) $ 6,950,915 $ 5,721,949 Machinery and equipment included $11,227 and $10,342, at December 31, 2022 and 2021, respectively, of equipment assets accounted for as finance leases. The Company’s landfill depletion expense, recorded in Depreciation in the Consolidated Statements of Net Income, for the years ended December 31, 2022, 2021 and 2020, was $232,251, $212,898 and $200,374, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Leases | 7. LEASES The Company rents certain equipment and facilities under short-term agreements, non-cancelable operating lease agreements and finance leases. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The lease guidance requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability comprise fixed payments or variable lease payments. The variable lease payments take into account annual changes in the consumer price index and common area maintenance charges, if known. ROU assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived asset impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Company did not recognize an impairment charge for any The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset. The Company did not recognize any significant remeasurements during the years ended December 31, 2022, 2021 and 2020. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of less than 12 months. The Company has elected to apply the short-term lease recognition and measurement exemption allowed for in the lease accounting standard. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. The Company initially entered into finance leases in December 2020 and the assets under these leases went into service on December 31, 2020. Lease cost for operating and finance leases for the years ended December 31, 2022, 2021 and 2020 were as follows: Years Ended December 31, 2022 2021 2020 Operating lease cost $ 41,891 $ 40,381 $ 39,411 Finance lease cost: Amortization of leased assets 2,484 3,424 — Interest on leased liabilities 219 152 — Total lease cost $ 44,594 $ 43,957 $ 39,411 Supplemental cash flow information and non-cash activity related to the Company’s leases are as follows: Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 40,782 $ 40,249 $ 39,212 Operating cash flows from finance leases $ 219 $ 152 $ — Financing cash flows from finance leases $ 5,560 $ 3,133 $ — Non-cash activity: Right-of-use assets obtained in exchange for lease liabilities - operating leases $ 63,648 $ 17,933 $ 15,117 Right-of-use assets obtained in exchange for lease liabilities - finance leases $ 3,369 $ 10,012 $ 3,754 Weighted-average remaining lease term and discount rate for the Company’s leases are as follows: Years Ended December 31, 2022 2021 2020 Weighted average remaining lease term - operating leases 8.9 years 8.0 years 8.6 years Weighted average remaining lease term - finance leases 4.2 years 4.9 years 5.4 years Weighted average discount rate - operating leases 2.93 % 3.37 % 3.86 % Weighted average discount rate - finance leases 1.96 % 1.89 % 1.89 % As of December 31, 2022, future minimum lease payments, reconciled to the respective lease liabilities, are as follows: Operating Leases Finance Leases 2023 $ 40,499 $ 2,906 2024 32,521 2,905 2025 26,869 2,905 2026 22,317 2,320 2027 19,528 898 Thereafter 89,050 — Minimum lease payments 230,784 11,934 Less: imputed interest (30,152) (470) Present value of minimum lease payments 200,632 11,464 Less: current portion of lease liabilities (35,170) (2,695) Long-term portion of lease liabilities $ 165,462 $ 8,769 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions [Abstract] | |
Acquisitions | 8. 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 the 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 transaction costs as expense. The Company acquired 24 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2022. The total transaction-related expenses incurred during the year ended December 31, 2022 for these acquisitions was $24,933. These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income. The Company acquired 30 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2021. The purchase consideration recorded during this period for nine of the acquired businesses included contingent consideration based upon the receipt of contract assignments and the achievement of certain targets, including future asset and revenue growth. The fair value of the total contingent consideration recorded during the year ended December 31, 2021 of $31,616 was determined using probability assessments of the expected future cash flows over a one The Company acquired 21 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2020. The total transaction-related expenses incurred during the year ended December 31, 2020 for these acquisitions was $9,803. These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income. The results of operations of the acquired businesses have been included in the Company’s consolidated financial statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses. The following table summarizes the consideration transferred to acquire these businesses and the amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Acquisitions Acquisitions Acquisitions Fair value of consideration transferred: Cash $ 2,206,901 $ 960,449 $ 388,789 Debt assumed 127,136 108,345 91,349 Change in open working capital settlements at year end — — 1,505 2,334,037 1,068,794 481,643 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 49,696 33,236 13,759 Prepaid expenses and other current assets 9,428 4,866 4,509 Restricted investments 7,469 — — Operating lease right-of-use assets 4,707 5,972 5,247 Property and equipment 1,073,155 394,687 173,394 Long-term franchise agreements and contracts 239,866 134,827 59,149 Indefinite-lived intangibles — 9,557 13,465 Customer lists 74,940 75,612 48,512 Permits and other intangibles 187,107 116,967 10,507 Other assets 243 77 389 Accounts payable and accrued liabilities (56,633) (37,827) (14,174) Current portion of operating lease liabilities (1,546) (1,370) (509) Deferred revenue (10,761) (8,389) (1,821) Contingent consideration (6,642) (31,616) (4,688) Long-term portion of operating lease liabilities (3,161) (4,602) (4,738) Other long-term liabilities (6,915) (13,976) (2,136) Deferred income taxes (51,507) (63,822) (4,525) Total identifiable net assets 1,509,446 614,199 296,340 Goodwill $ 824,591 $ 454,595 $ 185,303 Goodwill acquired in 2022 totaling $510,755 is expected to be deductible for tax purposes. Goodwill acquired in 2021 totaling $187,287 is expected to be deductible for tax purposes. Goodwill acquired in 2020 totaling $169,147 is expected to be deductible for tax purposes. The fair value of acquired working capital related to 17 individually immaterial acquisitions completed during the year ended December 31, 2022, 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 17 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, 2022, was $54,332, of which $4,636 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2021, was $36,645, of which $3,409 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2020, was $13,854, of which $95 was expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of these businesses. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 9. INTANGIBLE ASSETS, NET Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2022: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 916,582 $ (297,382) $ — $ 619,200 Customer lists 776,719 (527,425) — 249,294 Permits and other 779,689 (115,095) (40,784) 623,810 2,472,990 (939,902) (40,784) 1,492,304 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,654,603 $ (939,902) $ (40,784) $ 1,673,917 The weighted-average amortization period of long-term franchise agreements and contracts acquired during the year ended December 31, 2022 was 28.9 years. The weighted-average amortization period of customer lists acquired during the year ended December 31, 2022 was 11.5 years. The weighted-average amortization period of finite-lived permits and other acquired during the year ended December 31, 2022 was 40.0 years. Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2021: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 724,128 $ (278,827) $ — $ 445,301 Customer lists 711,047 (450,109) — 260,938 Permits and other 598,336 (94,807) (40,784) 462,745 2,033,511 (823,743) (40,784) 1,168,984 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,215,124 $ (823,743) $ (40,784) $ 1,350,597 Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows: For the year ending December 31, 2023 $ 153,457 For the year ending December 31, 2024 $ 135,884 For the year ending December 31, 2025 $ 119,071 For the year ending December 31, 2026 $ 103,541 For the year ending December 31, 2027 $ 89,959 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 10. ACCRUED LIABILITIES Accrued liabilities consist of the following: December 31, 2022 2021 Insurance claims and premiums $ 152,242 $ 149,864 Payroll and payroll-related 126,301 141,877 Interest payable 47,612 28,729 Final capping, closure and post-closure liability 17,336 19,925 Property taxes 11,218 8,833 Environmental remediation reserves 3,165 2,300 Cell processing reserves 2,939 3,364 Share-based compensation plan liability 2,344 2,423 Transaction-related expenses 1,627 3,130 Unrealized cash flow hedge losses — 18,675 Other 66,463 63,476 $ 431,247 $ 442,596 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 11. LONG-TERM DEBT The following table presents the Company’s long-term debt as of December 31, 2022 and 2021: December 31, December 31, 2022 2021 Revolver under Credit Agreement, bearing interest ranging from 5.42% to 5.74% (a) $ 614,705 $ 803,944 Term loan under Credit Agreement, bearing interest at 5.42% (a) 650,000 650,000 Term loan under Term Loan Agreement, bearing interest at 5.42% (a), (b) 800,000 — 4.25% Senior Notes due 2028 500,000 500,000 3.50% Senior Notes due 2029 500,000 500,000 2.60% Senior Notes due 2030 600,000 600,000 2.20% Senior Notes due 2032 650,000 650,000 3.20% Senior Notes due 2032 500,000 — 4.20% Senior Notes due 2033 750,000 — 3.05% Senior Notes due 2050 500,000 500,000 2.95% Senior Notes due 2052 850,000 850,000 Notes payable to sellers and other third parties, bearing interest ranging from 2.42% to 10.35%, principal and interest payments due periodically with due dates ranging from 2024 to 2036 (a) 37,232 37,508 Finance leases, bearing interest ranging from 1.89% to 2.16%, with lease expiration dates ranging from 2026 to 2027 (a) 11,464 10,519 6,963,401 5,101,971 Less – current portion (6,759) (6,020) Less – unamortized debt discount and issuance costs (66,493) (55,451) $ 6,890,149 $ 5,040,500 (a) Interest rates represent the interest rates incurred at December 31, 2022. (b) Interest rate margin for term loan under Term Loan Agreement was 1.00% at December 31, 2022. Credit Agreement The Company has 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 the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S. agent and a letter of credit issuer, the other lenders named therein (the “Lenders”) and any other financial institutions from time to time party thereto. The Credit Agreement has a scheduled maturity date of July 30, 2026, which may be extended further upon agreement by Lenders holding at least 50% of the commitments and credit extensions outstanding, with respect to their respective commitments and credit extensions outstanding. Any Lender that does not agree to an extension of the maturity date shall not be so extended with respect to their commitments and credit extensions. Details of the Credit Agreement are as follows: December 31, 2022 2021 Revolver under Credit Agreement Available $ 1,193,502 $ 933,775 Letters of credit outstanding $ 41,793 $ 112,281 Total amount drawn, as follows: $ 614,705 $ 803,944 Amount drawn – U.S. Term SOFR rate loan $ 391,000 Not applicable Interest rate applicable – U.S. Term SOFR rate loan 5.42 % Not applicable Interest rate margin – U.S. Term SOFR rate loan 1.00 % Not applicable Amount drawn – U.S. LIBOR rate loan Not applicable $ 631,000 Interest rate applicable – U.S. LIBOR rate loan Not applicable 1.10 % Interest rate margin – U.S. LIBOR rate loan Not applicable 1.00 % Amount drawn – U.S. base rate loan $ — $ 158,000 Interest rate applicable – U.S. base rate loan — % 3.25 % Interest rate margin – U.S. base rate loan — % 0.00 % Amount drawn – U.S. swingline loan $ — $ 11,000 Interest rate applicable – U.S. swingline loan — % 3.25 % Interest rate margin – U.S. swingline loan — % 0.00 % Amount drawn – Canadian bankers’ acceptance $ 223,705 $ 3,944 Interest rate applicable – Canadian bankers’ acceptance 5.74 % 1.45 % Interest rate acceptance fee – Canadian bankers’ acceptance 1.00 % 1.00 % Commitment – rate applicable 0.09 % 0.09 % Term loan under Credit Agreement Amount drawn – U.S. Term SOFR rate loan $ 650,000 Not applicable Interest rate applicable – U.S. Term SOFR rate loan 5.42 % Not applicable Interest rate margin – U.S. Term SOFR rate loan 1.00 % Not applicable Amount drawn – U.S. based LIBOR loan Not applicable $ 650,000 Interest rate applicable – U.S. based LIBOR loan Not applicable 1.10 % Interest rate margin – U.S. based LIBOR loan Not applicable 1.20 % In addition to the $41,793 of letters of credit at December 31, 2022 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $85,319 under facilities other than the Credit Agreement. Pursuant to the terms and conditions of the Credit Agreement, the Lenders provide a $2,500,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $1,850,000 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $650,000. As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $320,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $100,000 and the aggregate commitments under the revolving advances. Both the letter of credit sublimit and the swing line sublimit are part of, and not in addition to, the aggregate commitments under the revolving advances. 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 $3,000,000. As of December 31, 2022, there are no commitments by lenders for any such increases in aggregate principal amount of revolving advances or additional term loans described in the preceding sentence. The Company has $2,901 of debt issuance costs related to the revolver under the Credit Agreement recorded in Other assets, net in the Consolidated Balance Sheets at December 31, 2022, which are being amortized through the maturity date, or July 30, 2026. The Company is amortizing $8,674 of debt issuance costs related to the term loan under the Credit Agreement through the maturity date. Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars. Prior to the effectiveness of the amendment to the Credit Agreement dated as of October 31, 2022 (the “First Amendment”), interest accrued on the term loan under the Credit Agreement at a rate based on London interbank rate for specified interest periods (“LIBOR”) or a base rate, at the Company’s option, plus an applicable margin. Following the effectiveness of the First Amendment, interest accrues on the term loan under the Credit Agreement at a rate based upon the secured overnight financing rate (“SOFR”) for specified interest periods (“Term SOFR”) (including for all Term SOFR loans, a credit spread adjustment of 0.10% for all applicable interest periods) or a base rate, at the Company’s option, plus an applicable margin. Interest accrues on revolving advances under the Credit Agreement, at the Company’s option, (i) (A) prior to the effectiveness of the First Amendment, at LIBOR, (B) following the effectiveness of the First Amendment, at Term SOFR or (C) a base rate for U.S. dollar borrowings, in each case 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. Certain 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 debt rating of the Company’s public non-credit-enhanced, senior unsecured long-term debt (the “Debt Rating”). The applicable margin for LIBOR loans (prior to the effectiveness of the First Amendment), Term SOFR loans (following the effectiveness of the First Amendment), drawing fees for bankers’ acceptances, BA equivalent notes and certain letter of credit fees ranges from 0.750% to 1.250%. The applicable margin for U.S. base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00% to 0.250%. The Company will also pay a fee based on the Debt Rating on the actual daily unused amount of the aggregate revolving commitments, ranging from 0.065% to 0.150%. The Credit Agreement contains customary benchmark replacement mechanics in connection with certain benchmark transition events, as well as customary mechanics with respect to the unavailability of a tenor of a then-current benchmark rate. The borrowings under the Credit Agreement are unsecured and there are no subsidiary guarantors under the Credit Agreement. Proceeds from borrowings under the Credit Agreement may be used (i) to finance acquisitions, dividends or other equity distributions permitted under the Credit Agreement and (ii) for capital expenditures, working capital, payment of certain transaction fees and expenses, letters of credit and any other lawful 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) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations). As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date. Term Loan Agreement On October 31, 2022, the Company, as borrower, Bank of America, N.A., as administrative agent, and the other lenders from time to time party thereto (the “New TL Lenders”) entered into that certain Term Loan Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), pursuant to which the New TL Lenders made loans to the Company in an aggregate stated principal amount of $800,000. The Company used substantially all of the proceeds of borrowings under the Term Loan Agreement to repay revolving borrowings under the Credit Agreement. Amounts borrowed under the Term Loan Agreement and repaid or prepaid may not be reborrowed. The Company is amortizing $1,725 of debt issuance costs through the maturity date, or July 30, 2026. Interest accrues on the term loan under the Term Loan Agreement at Term SOFR (including for all Term SOFR loans, a credit spread adjustment of 0.10% for all applicable interest periods) or a base rate, at the Company’s option, plus an applicable margin. The applicable margin used in connection with calculating interest rates and fees is based on the Company’s Debt Rating. The applicable margin for Term SOFR loans ranges from 0.750% to 1.250% per annum, and the applicable margin for base rate loans ranges from 0.00% to 0.250% per annum. The Term Loan Agreement contains customary benchmark replacement mechanics in connection with certain benchmark transition events, as well as customary mechanics with respect to the unavailability of a tenor of a then-current benchmark rate. The borrowings under the Term Loan Agreement are unsecured and there are no subsidiary guarantors under the Term Loan Agreement. The Term Loan 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 New TL Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Term Loan Agreement and related loan documents to be due and payable. The Term Loan Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (i) Consolidated Total Funded Debt (as defined in the Term Loan Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Term Loan Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations). As of December 31, 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement. Private Placement Notes Pursuant to the terms and conditions of a Master Note Purchase Agreement dated as of June 1, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2016 NPA”) between the Company and certain accredited institutional investors, the Company issued senior unsecured notes (the “2016 Private Placement Notes”) consisting of (i) $150,000 of senior notes due June 1, 2021 (the “June 2021 Private Placement Notes”), (ii) $200,000 of senior notes due June 1, 2023, (iii) $150,000 of senior notes due April 20, 2024, (iv) $400,000 of senior notes due June 1, 2026 and (v) $250,000 of senior notes due April 20, 2027. Pursuant to the terms and conditions of a Master Note Purchase Agreement, dated as of July 15, 2008 (as amended, restated, amended and restated, assumed, supplemented or otherwise modified from time to time, the “2008 NPA”) between the Company and certain accredited institutional investors, the Company issued senior unsecured notes (the “2008 Private Placement Notes” and together with the 2016 Private Placement Notes, the “Private Placement Notes”) consisting of (i) $100,000 of senior notes due April 1, 2021 (the “April 2021 Private Placement Notes” and together with the June 2021 Private Placement Notes, the “2021 Private Placement Notes”), (ii) $125,000 of senior notes due August 20, 2022 and (iii) $375,000 of senior notes due August 20, 2025. The Company repaid at maturity the 2021 Private Placement Notes and repaid the other Private Placement Notes in connection with the Offering (defined below) in September 2021. Senior Notes On November 16, 2018, the Company completed an underwritten public offering of $500,000 aggregate principal amount of its 4.25% Senior Notes due December 1, 2028 (the “2028 Senior Notes”). The 2028 Senior Notes were issued under the Indenture, dated as of November 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented through the First Supplemental Indenture, dated as of November 16, 2018. The Company is amortizing $5,792 of debt issuance costs through the maturity date of the 2028 Senior Notes. The Company may redeem some or all of the 2028 Senior Notes at its option prior to September 1, 2028 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2028 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on September 1, 2028 (three months before the maturity date), the Company may redeem some or all of the 2028 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2028 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. On April 16, 2019, the Company completed an underwritten public offering of $500,000 aggregate principal amount of its 3.50% Senior Notes due May 1, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes were issued under the Indenture, as supplemented through the Second Supplemental Indenture, dated as of April 16, 2019. The Company is amortizing $5,954 of debt issuance costs through the maturity date of the 2029 Senior Notes. The Company may redeem some or all of the 2029 Senior Notes at its option prior to February 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2029 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on February 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2029 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2029 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. On January 23, 2020, the Company completed an underwritten public offering of $600,000 aggregate principal amount of 2.60% Senior Notes due February 1, 2030 (the “2030 Senior Notes”). The 2030 Senior Notes were issued under the Indenture, as supplemented through the Third Supplemental Indenture, dated as of January 23, 2020. The Company is amortizing $5,435 of debt issuance costs through the maturity date of the 2030 Senior Notes. The Company may redeem some or all of the 2030 Senior Notes at its option prior to November 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2030 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on November 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2030 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2030 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. On March 13, 2020, the Company completed an underwritten public offering of $500,000 aggregate principal amount of 3.05% Senior Notes due April 1, 2050 (the “2050 Senior Notes”). The 2050 Senior Notes were issued under the Indenture, as supplemented through the Fourth Supplemental Indenture, dated as of March 13, 2020. The Company is amortizing a $7,375 debt discount and $5,682 of debt issuance costs through the maturity date of the 2050 Senior Notes. The Company may redeem some or all of the 2050 Senior Notes at its option prior to October 1, 2049 (six months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2050 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2050 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Commencing on October 1, 2049 (six months before the maturity date), the Company may redeem some or all of the 2050 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2050 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. On September 20, 2021, the Company completed an underwritten public offering (the “Offering”) of $650,000 aggregate principal amount of 2.20% Senior Notes due January 15, 2032 (the “2032 Senior Notes”) and $850,000 aggregate principal amount of 2.95% Senior Notes due January 15, 2052 (the “2052 Senior Notes”). The 2032 Senior Notes and the 2052 Senior Notes were issued under the Indenture, as supplemented through the Fifth Supplemental Indenture, dated as of September 20, 2021. The Company is amortizing a $1,066 debt discount and $5,979 of debt issuance costs through the maturity date of the 2032 Senior Notes and a $12,742 debt discount and $9,732 of debt issuance costs through the maturity date of the 2052 Senior Notes. The Company may, prior to October 15, 2031 (three months before the maturity date), redeem some or all of the 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the 2032 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2032 Senior Notes redeemed. Commencing on October 15, 2031 (three months before the maturity date), the Company may redeem some or all of the 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2032 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The Company may, prior to July 15, 2051 (six months before the maturity date), redeem some or all of the 2052 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the 2052 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2052 Senior Notes redeemed. Commencing on July 15, 2051 (six months before the maturity date), the Company may redeem some or all of the 2052 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2052 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date. In connection with the Offering, the Company exercised its right to repay the $1,500,000 of Private Placement Notes then outstanding governed by the 2008 NPA and the 2016 NPA. The Company repaid the Private Placement Notes then outstanding, including the $110,617 make-whole premium, with the net proceeds from the Offering and borrowings under the revolving credit facility provided under its Credit Agreement. The Company recorded $115,288 to Loss on early extinguishment of debt during the year ended December 31, 2021 due to the repayment of the Private Placement Notes and associated make-whole premium and related fees. On March 9, 2022, the Company completed an underwritten public offering of $500,000 aggregate principal amount of its 3.20% Senior Notes due June 1, 2032 (the “New 2032 Senior Notes”). The New 2032 Senior Notes were issued under the Indenture, as supplemented through the Sixth Supplemental Indenture, dated as of March 9, 2022. The Company is amortizing $375 of debt discount and $4,668 of debt issuance costs through the maturity date of the New 2032 Senior Notes. The Company may redeem some or all of the New 2032 Senior Notes at its option prior to March 1, 2032 (three months before the maturity date) (the “New 2032 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the New 2032 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the New 2032 Senior Notes redeemed discounted to the redemption date (assuming the New 2032 Senior Notes matured on the New 2032 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date. Commencing on March 1, 2032 (three months before the maturity date), the Company may redeem some or all of the New 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2032 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. On August 18, 2022, the Company completed an underwritten public offering of $750,000 aggregate principal amount of its 4.20% Senior Notes due January 15, 2033 (the “2033 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2050 Senior Notes and the 2052 Senior Notes, the “Senior Notes”). The 2033 Senior Notes were issued under the Indenture, as supplemented through the Seventh Supplemental Indenture, dated as of August 18, 2022. The Company is amortizing $2,040 of debt discount and $6,878 of debt issuance costs through the maturity date of the 2033 Senior Notes. The Company may redeem some or all of the 2033 Senior Notes at its option prior to October 15, 2032 (three months before the maturity date) (the “2033 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount of the 2033 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2033 Senior Notes redeemed discounted to the redemption date (assuming the 2033 Senior Notes matured on the 2033 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date. Commencing on October 15, 2032 (three months before the maturity date), the Company may redeem some or all of the 2033 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2033 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. The Company pays interest on the Senior Notes semi-annually in arrears. The Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its existing and future unsubordinated debt and senior to any of its future subordinated debt. The Senior Notes are not guaranteed by any of the Company’s subsidiaries. Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the Senior Notes to ensure that the net amounts received by each holder of the Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the Senior Notes. If such payment of Additional Amounts is a result of a change in the laws or regulations, including a change in any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Senior Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the applicable series of the Senior Notes then outstanding at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). If the Company experiences certain kinds of changes of control, each holder of the Senior Notes may require the Company to repurchase all or a portion of the Senior Notes for cash at a price equal to 101% of the aggregate principal amount of such Senior Notes, plus any accrued but unpaid interest, if any, to, but excluding, the date of repurchase. The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets. The Indenture also includes customary events of default with respect to the Senior Notes. As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Indenture as in effect on the applicable date. Upon an event of default, the principal of and accrued and unpaid interest on all the Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25% in principal amount of the outstanding Senior Notes of the applicable series. Upon such a declaration, such principal and accrued interest on all of the applicable series of the Senior Notes will be due and payable immediately. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding series of the Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the applicable series of the Senior Notes. Under certain As of December 31, 2022, aggregate contractual future principal payments by calendar year on long-term debt are due as follows: 2023 $ 6,759 2024 10,636 2025 7,112 2026 2,071,152 2027 5,179 Thereafter 4,862,563 $ 6,963,401 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value [Abstract] | |
Fair Value of Financial Instruments | 12. 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. At December 31, 2022 and 2021, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps. 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. For the Company’s interest rate swaps, 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 is valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted cash measured at fair value is invested primarily in money market accounts, bank time deposits and U.S. government and agency securities. The Company’s restricted 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 investments measured at fair value are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2022 and 2021, were as follows: Fair Value Measurement at December 31, 2022 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net asset position $ 31,807 $ — $ 31,807 $ — Restricted cash $ 102,727 $ 102,727 $ — $ — Restricted investments $ 66,402 $ — $ 66,402 $ — Contingent consideration $ (81,415) $ — $ — $ (81,415) Fair Value Measurement at December 31, 2021 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net liability position $ (51,081) $ — $ (51,081) $ — Restricted cash $ 72,174 $ 72,174 $ — $ — Restricted investments $ 58,797 $ — $ 58,797 $ — Contingent consideration $ (94,308) $ — $ — $ (94,308) See Note 3 – “Impairments of Property and Equipment and Finite-Lived Intangible Assets” regarding non-recurring fair value measurements. The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Beginning balance $ 94,308 $ 71,736 Contingent consideration recorded at acquisition date 6,642 31,616 Payment of contingent consideration recorded at acquisition date (16,911) (12,934) Payment of contingent consideration recorded in earnings (2,982) (520) Adjustments to contingent consideration (1,030) 2,954 Interest accretion expense 1,417 1,470 Foreign currency translation adjustment (29) (14) Ending balance $ 81,415 $ 94,308 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES COMMITMENTS 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, 2022 and 2021, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $811,243 and $744,037, respectively, to secure its asset closure and retirement requirements and $636,224 and $556,570, 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 $424,379 and $410,378 were outstanding as of December 31, 2022 and 2021, 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, 2022, the Company’s unconditional purchase obligations consist of multiple fixed-price fuel purchase contracts under which it has 57.9 million gallons remaining to be purchased for a total of $184,918. These fuel purchase contracts expire on or before December 31, 2024. During the years ended December 31, 2022, 2021 and 2020, the Company paid $112,136, $100,220 and $93,813, respectively, under the respective fuel purchase contracts then outstanding. As of December 31, 2022, future minimum purchase commitments, by calendar year, are as follows: 2023 $ 149,858 2024 35,060 $ 184,918 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, 2022 and 2021, the current portion of remediation reserves was $3,165 and $2,300, respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2022 and 2021, the long-term portion of remediation reserves was $17,284 and $20,483, 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. The Company uses $1,000 as a threshold (up from the previously required threshold of $300) for disclosing environmental matters involving potential monetary sanctions. 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, 2022, 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. Jefferson Parish, Louisiana Landfill Litigation Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “Landfill”), located in Avondale, Louisiana, near the City of New Orleans. LRLC’s operations were governed by an Operating Agreement, entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the Landfill, Jefferson Parish (the “Parish”). The Parish also holds the State of Louisiana permit for the operation of the Landfill. Aptim Corporation operated the landfill gas collection system at the Landfill under a separate contract with the Parish. In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court, and subsequently removed to the United States District Court for the Eastern District of Louisiana, before Judge Susie Morgan in New Orleans. The Court later consolidated the claims of the putative class action plaintiffs. Beginning in December 2018, a series of 11 substantively identical mass actions were filed in Louisiana state court against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation. The claims of the mass action plaintiffs were consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action). The putative class actions and the Addison action assert claims for damages from odors allegedly emanating from the Landfill. The consolidated putative class action complaint alleges that the Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants. The putative class is described as all residents of Jefferson Parish who have sustained legally cognizable damages as a result of odors from the Landfill, but the complaint proposes to revise the geographic definition based on further evidence. The putative class plaintiffs seek unspecified damages for unidentified nuisance and property value diminution. The Addison plaintiffs assert claims for nuisance, negligence, and (with respect to the Parish) unconstitutional takings under the Louisiana constitution; on behalf of two plaintiffs, the Addison complaint also asserts claims for wrongful death and survivorship. The Court held an eight-day trial on general causation during January and February 2022. General causation was to address the questions of whether the Landfill could cause odors and emissions that are able to reach plaintiffs’ properties and whether those odors and emissions could result in the types of medical impacts and nuisance conditions complained of by the putative class and mass action plaintiffs. Among other things, defendants urged the court to find general causation tied to the geographic limits of landfill emissions that may have the potential to cause a nuisance based on air modeling done by defendants’ experts. On November 29, 2022, the Court issued a 45-page decision on the general causation trial. The Court concluded that all putative class and mass action plaintiffs established general causation—specifically that emissions and gases from the Landfill were capable of causing certain damages alleged by the plaintiffs. The Court held that it only needed to determine the level of exposure necessary to result in injuries and that the level existed somewhere offsite, and that it was not required to delineate this level of exposure within a geographic area. The Court did, however, limit the time period for damages, to between July 2017 and December 2019, and the types of alleged injuries for which the plaintiffs are able to seek damages, to headaches, nausea, vomiting, loss of appetite, sleep disruption, dizziness, fatigue, anxiety and worry, a decrease in quality of life, and loss of enjoyment or use of property. The Addison The Court has held two case management conferences since the general causation decision to discuss how to proceed with the class and mass action cases, and the Court has proposed trying certain Addison The Company has already obtained dismissal of approximately one third of the original Addison plaintiffs, the number of which now total 547, and believes it has strong defenses to the merits of the mass actions, including specific causation issues due to other odor sources in the area. The Company also believes it has strong defenses to certification of the putative class actions, although the Court has not yet indicated when it will allow certification to be briefed and decided. The Company is continuing to vigorously defend itself in these lawsuits; however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, including the allocation of any potential liability among the Company, the Parish and Aptim Corporation. Los Angeles County, California Landfill Expansion Litigation A. Chiquita Canyon, LLC Lawsuit Against Los Angeles County In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “Landfill”). The Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.6 million tons of materials for disposal and beneficial use in 2022. The Application requested expansion of the existing waste footprint on CCL’s contiguous property, an increase in maximum elevation, creation of a new entrance and new support facilities, construction of a facility for the County or another third-party operator to host household hazardous waste collection events, designation of an area for mixed organics/composting, and other modifications. After many years of reviews and delays, upon the recommendation of County staff, the County’s Regional Planning Commission (the “Commission”) approved the Application on April 19, 2017, but imposed operating conditions, fees and exactions that substantially reduced the historical landfill operations and represented a large increase in aggregate taxes and fees. CCL objected to many of the requirements imposed by the Commission. Current estimates for new costs imposed on CCL under the CUP are in excess of $300,000. CCL appealed the Commission’s decision to the County Board of Supervisors, but the appeal was not successful. At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP. On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captioned Chiquita Canyon, LLC v. County of Los Angeles, No. BS171262 (Los Angeles Co. Super Ct.) (the “Complaint”). The Complaint challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections. CCL seeks the following relief: (a) an injunction and writ of mandate against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief. Following extensive litigation in 2018 and 2019 on the permissible scope of CCL’s challenge, the Superior Court issued its decision on July 2, 2020, granting CCL’s petition for writ of mandate in part and denying it in part. CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the Landfill. On October 11, 2022, CCL and the County entered into a settlement agreement that requires Chiquita to file a CUP modification application with the County embodying the terms of the settlement agreement. Chiquita filed the CUP modification application on November 10, 2022. If the CUP modification application is approved by the County and certain other contingencies are satisfied, Chiquita will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter. B. December 11, 2017 Notice of Violation Regarding Certain CUP Conditions. The County, through its DRP, issued a Notice of Violation, dated December 11, 2017 (the “NOV”), alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) of the CUP by failing to pay an $11,600 Bridge & Thoroughfare Fee (“B&T Fee”) that was purportedly due on July 25, 2017. The alleged B&T fee was ostensibly to fund the construction of transportation infrastructure in the area of the Landfill. At the time the NOV was issued, CCL had already contested the legality of the B&T fee in the October 20, 2017 Complaint filed against the County in Los Angeles County Superior Court, described above under paragraph A (the “CUP lawsuit”). On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV. Subsequently, CCL filed additional legal arguments and exhibits contesting the NOV. On March 6, 2018, a DRP employee designated as hearing officer sustained the NOV, including the $11,600 B&T fee, and imposed an administrative penalty in the amount of $83 and a noncompliance fee of $0.75. A written decision memorializing the hearing officer’s findings and order was issued on July 10, 2018. On April 13, 2018, CCL filed in the Superior Court of California, County of Los Angeles a Petition for Writ of Administrative Mandamus against the County seeking to overturn the decision sustaining the NOV, contending that the NOV and decision are not supported by the facts or law. On July 17, 2018, the Court granted CCL leave to pay the $11,600 B&T fee and to amend its Complaint in the CUP lawsuit to reflect the payment under protest, allowing the challenge to the B&T fee under the Mitigation Fee Act to proceed in the CUP lawsuit. CCL paid the B&T fee under protest on August 10, 2018, and also paid on that date the administrative penalty of $83 and a noncompliance fee of $0.75. The Court indicated that the NOV case would be coordinated with the CUP lawsuit. On October 11, 2022, CCL and the County entered into a settlement agreement, described above under paragraph A. If the CUP modification application is approved by the County and certain other contingencies are satisfied, Chiquita will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter. Collective Bargaining Agreements Seventeen of the Company’s collective bargaining agreements have expired or are set to expire in 2023. The Company does not expect any significant disruption in its overall business in 2023 as a result of labor negotiations, employee strikes or organizational efforts. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 14. SHAREHOLDERS’ EQUITY Employee Share Purchase Plan On May 15, 2020, the Company’s shareholders approved the ESPP. Under the ESPP, qualified employees may elect to have payroll deductions withheld from their eligible compensation on each payroll date in amounts equal to or greater than one percent (1%) but not in excess of ten percent (10%) of eligible compensation in order to purchase the Company’s common shares under certain terms and subject to certain restrictions set forth in the ESPP. The exercise price is equal to 95% of the closing price of the Company’s common shares on the last day of the relevant offering period; provided, however, that such exercise price will not be less than 85% of the volume weighted average price of the Company’s common shares as reflected on the TSX over the final five trading days of such offering period. The maximum number of shares that may be issued under the ESPP is 1,000,000. Under the ESPP, employees purchased 26,582 of the Company’s common shares for $3,270 during the year ended December 31, 2022. Under the ESPP, employees purchased 10,813 of the Company’s common shares for $1,222 during the year ended December 31, 2021. Cash Dividend The Board of Directors of the Company authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In November 2022, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.025, from $0.23 to $0.255 per Company common share. Cash dividends of $243,013, $220,203 and $199,883 were paid during the years ended December 31, 2022, 2021 and 2020, respectively. Normal Course Issuer Bid On July 26, 2022, 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 12,859,066 of the Company’s common shares during the period of August 10, 2022 to August 9, 2023 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed the conclusion of the Company’s NCIB that expired August 9, 2022. The Company received TSX approval for its annual renewal of the NCIB on August 8, 2022. Under the NCIB, the Company may make share repurchases only in the open market, including on the NYSE, the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction. In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems is limited to a maximum of 85,956 common shares, which represents 25% of the average daily trading volume on the TSX of 343,825 common shares for the period from February 1, 2022 to July 31, 2022. 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 will be immediately cancelled following their repurchase. For the year ended December 31, 2022, the Company repurchased 3,388,155 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $424,999. For the year ended December 31, 2021, the Company repurchased 3,003,822 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $338,993. For the year ended December 31, 2020, the Company repurchased 1,271,977 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $105,654. As of December 31, 2022, the remaining maximum number of shares available for repurchase under the NCIB was 12,859,066. Common Shares The Company is authorized to issue an unlimited number of common shares, that have no par value, and uses reserved but unissued common shares to satisfy its obligations under its equity-based compensation plans. As of December 31, 2022, the Company has reserved the following common shares for issuance: For outstanding RSUs, PSUs and warrants 2,233,831 For future grants under the 2016 Incentive Award Plan 3,262,941 For future grants under the Employee Share Purchase Plan 948,011 6,444,783 Common Shares Held in Trust Common shares held in trust at December 31, 2022 consist of 65,459 shares of the Company held in a trust that were acquired by Progressive Waste prior to June 1, 2016 for the benefit of its U.S. and Canadian employees participating in certain share-based compensation plans. A total of 735,171 common shares were held in the trust on June 1, 2016 when it was acquired by the Company in the Progressive Waste acquisition. Common shares held in trust are classified as treasury shares in the Company’s Consolidated Balance Sheets. The Company will sell shares out of the trust and remit cash or shares to employees and non-employee directors as restricted share units vest and deferred share units settle, under the Progressive Waste share-based compensation plans that were continued by the Company. During the years ended December 31, 2022, 2021 and 2020, the Company sold 5,203, 3,522 and 7,330 common shares held in the trust, respectively, to settle vested restricted share units and deferred share units. Special Shares The Company is authorized to issue an unlimited number of special shares. Holders of special shares are entitled to one vote in matters of the Company for each special share held. The special shares carry no right to receive dividends or to receive the remaining property or assets of the Company upon dissolution or wind-up. At December 31, 2022, 2021 and 2020, 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, 2022, 2021 and 2020, no preferred shares were issued. Restricted Share Units, Performance-Based Restricted Share Units, Share Options and Share Purchase Warrants In connection with the Progressive Waste acquisition, each Waste Connections US, Inc. 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 the Company, on the same terms and conditions as were applicable immediately prior to the Progressive Waste acquisition under such equity award. Such conversion of 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 Waste Connections US, Inc. 2014 Incentive Plan Award (the “2014 Plan”), the Waste Connections US, Inc. Third Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”), and the Waste Connections US, Inc. Consultant Incentive Plan (the “Consultant Plan,” and, together with the 2014 Plan and the 2004 Plan, the “Assumed Plans”) for the purposes of administering the Assumed Plans and the awards issued thereunder. No additional awards will be made under any of the Assumed Plans. Upon the vesting, expiration, exercise in accordance with their terms or other settlement of all of the awards made pursuant to an Assumed Plan, such Assumed Plan shall automatically terminate. The 2014 Plan and the Consultant Plan have each automatically terminated. 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. The 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 the stockholders of the 2014 Plan on such date. 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 each of July 24, 2017 and 2018, the Board of Directors approved certain housekeeping amendments to the 2016 Plan. The 2016 Plan, as amended, is administered by the Company’s Compensation Committee and provides that the aggregate number of common shares which may be issued from treasury pursuant to awards made under the 2016 Plan is 7,500,000 common shares. Awards under the 2016 Plan may be made to employees, consultants and non-employee directors and may be made in the form of options, warrants, restricted shares, restricted share units, performance awards (which may be paid in cash, common shares, or a combination thereof), dividend equivalent awards (representing a right of the holder thereof to receive the equivalent value (which may be paid in cash or common shares) of dividends paid on common shares), and share payments (a payment in the form of common shares or an option or other right to purchase common shares as part of a bonus, defined compensation or other arrangement). Non-employee directors are also eligible to receive deferred share units, which represent the right to receive a cash payment or its equivalent in common shares (or a combination of cash and common shares), or which may at the time of grant be expressly limited to settlement only in cash and not in common shares. Restricted Share Units A summary of the Company’s RSU activity is presented below: Years Ended December 31, 2022 2021 2020 Weighted average grant-date fair value of restricted share units granted $ 121.26 $ 100.27 $ 101.79 Total fair value of restricted share units vested $ 28,751 $ 26,711 $ 23,742 A summary of activity related to RSUs during the year ended December 31, 2022, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2021 861,695 $ 95.63 Granted 483,281 $ 121.26 Forfeited (70,126) $ 110.86 Vested and issued (318,851) $ 90.17 Outstanding at December 31, 2022 955,999 $ 109.29 Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs. At December 31, 2022, 2021 and 2020, the Company had 81,352, 100,861 and 177,760 vested deferred RSUs outstanding, respectively. Performance-Based Restricted Share Units A summary of the Company’s PSU activity is presented below: Years Ended December 31, 2022 2021 2020 Weighted average grant-date fair value of PSUs granted $ 117.94 $ 96.99 $ 87.19 Total fair value of PSUs vested $ 4,674 $ 10,954 $ 15,628 A summary of activity related to PSUs during the year ended December 31, 2022, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2021 392,043 $ 91.63 Granted 95,038 $ 117.94 Forfeited (87,554) $ 80.70 Vested and issued (57,677) $ 81.04 Outstanding at December 31, 2022 341,850 $ 103.53 During the year ended December 31, 2022, 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, 2024. During the year ended December 31, 2021, 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, 2023. During the year ended December 31, 2020, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company was required to meet before those awards were earned, and the performance period for those grants ended on December 31, 2022. During the same period, the Company’s Compensation Committee also granted PSUs with a one-year performance-based metric that the Company was required to meet before those awards were earned, with the awards then subject to time-based vesting for the remaining three years of their four-year vesting period. The Compensation Committee determines the achievement of performance results and corresponding vesting of PSUs for each performance period. Share Purchase Warrants The Company has outstanding share purchase warrants issued under the 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, 2022, expire between 2023 and 2027. A summary of warrant activity during the year ended December 31, 2022, is presented below: Weighted-Average Warrants Exercise Price Outstanding at December 31, 2021 578,405 $ 104.82 Granted 380,478 $ 138.33 Forfeited (65,331) $ 80.49 Exercised (38,922) $ 78.24 Outstanding at December 31, 2022 854,630 $ 122.81 The following table summarizes information about warrants outstanding as of December 31, 2022 and 2021: Fair Value of Warrants Warrants Outstanding at December 31, Grant Date Issued Exercise Price Issued 2022 2021 Throughout 2017 35,382 $53.65 to $69.96 $ 595 — 1,521 Throughout 2018 163,995 $70.91 to $80.90 $ 2,591 45,024 112,756 Throughout 2019 151,008 $74.25 to $95.61 $ 2,634 66,977 101,977 Throughout 2020 164,890 $72.65 to $104.89 $ 3,140 146,386 146,386 Throughout 2021 218,166 $99.33 to $135.97 $ 5,584 215,765 215,765 Throughout 2022 380,478 $125.32 to $143.95 $ 12,972 380,478 — 854,630 578,405 Deferred Share Units A summary of the Company’s deferred share units (“DSUs”) activity is presented below: Years Ended December 31, 2022 2021 2020 Weighted average grant-date fair value of DSUs granted $ 121.00 $ 99.80 $ 103.81 Total fair value of DSUs awarded $ 253 $ 285 $ 272 The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition. A summary of activity related to DSUs during the year ended December 31, 2022, is presented below: Weighted-Average Grant Date Fair Vested Shares Value Per Share Outstanding at December 31, 2021 24,442 $ 64.05 Granted 2,094 $ 121.00 Outstanding at December 31, 2022 26,536 $ 68.55 Other Restricted Share Units RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. A summary of activity related to Progressive Waste RSUs during the year ended December 31, 2022, is presented below: Outstanding at December 31, 2021 63,032 Cash settled (5,203) Outstanding at December 31, 2022 57,829 No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All remaining RSUs were vested as of December 31, 2019. Share-Based Options Share-based options outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting. A summary of activity related to Progressive Waste share-based options during the year ended December 31, 2022, is presented below: Outstanding at December 31, 2021 45,869 Cash settled (2,299) Outstanding at December 31, 2022 43,570 No share-based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016. All outstanding share-based options were vested as of December 31, 2017. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Other Comprehensive Income (Loss) [Abstract] | |
Other Comprehensive Income (Loss) | 15. OTHER COMPREHENSIVE INCOME (LOSS) Other comprehensive income (loss) includes changes in the fair value of interest rate swaps that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the years ended December 31, 2022, 2021 and 2020, are as follows: Year Ended December 31, 2022 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ 6,551 $ (1,736) $ 4,815 Changes in fair value of interest rate swaps 76,336 (20,229) 56,107 Foreign currency translation adjustment (157,336) — (157,336) $ (74,449) $ (21,965) $ (96,414) Year Ended December 31, 2021 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ 20,321 $ (5,385) $ 14,936 Changes in fair value of interest rate swaps 23,287 (6,171) 17,116 Foreign currency translation adjustment 8,183 — 8,183 $ 51,791 $ (11,556) $ 40,235 Year Ended December 31, 2020 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ 9,778 $ (2,591) $ 7,187 Changes in fair value of interest rate swaps (64,664) 17,136 (47,528) Foreign currency translation adjustment 50,653 — 50,653 $ (4,233) $ 14,545 $ 10,312 A roll forward of the amounts included in AOCIL, net of taxes, is as follows: Foreign Accumulated Currency Other Interest Translation Comprehensive Rate Swaps Adjustment Income (Loss) Balance at December 31, 2020 $ (69,596) $ 68,945 $ (651) Amounts reclassified into earnings 14,936 — 14,936 Changes in fair value 17,116 — 17,116 Foreign currency translation adjustment — 8,183 8,183 Balance at December 31, 2021 (37,544) 77,128 39,584 Amounts reclassified into earnings 4,815 — 4,815 Changes in fair value 56,107 — 56,107 Foreign currency translation adjustment — (157,336) (157,336) Balance at December 31, 2022 $ 23,378 $ (80,208) $ (56,830) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 16. INCOME TAXES The Company’s operations are conducted through its various subsidiaries in countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Income before provision for income taxes consists of the following: Years Ended December 31, 2022 2021 2020 U.S. $ 734,126 $ 574,737 $ 22,349 Non – U.S. 314,837 196,005 231,565 Income before income taxes $ 1,048,963 $ 770,742 $ 253,914 The provision for income taxes consists of the following: Years Ended December 31, 2022 2021 2020 Current: U.S. Federal $ 59,675 $ 71,180 $ 65,143 State 28,770 34,439 28,325 Non – U.S. 31,036 32,071 6,941 119,481 137,690 100,409 Deferred: U.S. Federal 95,397 51,534 (36,659) State 16,840 5,093 (8,762) Non – U.S. (18,756) (42,064) (5,066) 93,481 14,563 (50,487) Provision for income taxes $ 212,962 $ 152,253 $ 49,922 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 as presented in the accompanying Consolidated Statements of Net Income and income tax provision computed at the federal statutory rate is presented on the basis of the U.S. federal statutory income tax rate of 21%, as opposed to the Canadian statutory rate of approximately 27% to provide a more meaningful insight into those differences. The items shown in the following table are a percentage of pre-tax income: Years Ended December 31, 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.2 4.7 4.5 Deferred income tax liability adjustments — 0.3 1.6 Effect of international operations (4.0) (6.3) (7.0) Other (0.9) 0.1 (0.4) 20.3 % 19.8 % 19.7 % The comparability of the Company’s income tax provision for the reported periods has been affected by variations in its income before income taxes. The effects of international operations are primarily due to a portion of the Company’s income from internal financing that is taxed at effective rates substantially lower than the U.S. federal statutory rate. For the year ended December 31, 2020, the Company’s income tax provision included a $27,358 expense associated with certain 2019 inter-entity payments no longer being deductible for tax purposes due to the finalization of tax regulations on April 7, 2020 under Internal Revenue Code Section 267A and a $4,148 expense related to an increase in the Company’s deferred income tax liabilities resulting from the impairment of certain assets within its E&P waste services which impacted the geographical apportionment of its state income taxes. The significant components of deferred income tax assets and liabilities, reduced by valuation allowances as applicable, are presented below: December 31, 2022 2021 Deferred income tax assets: Accrued expenses $ 33,680 $ 31,840 Compensation 23,194 22,545 Contingent liabilities 19,966 21,268 Tax credits and loss carryforwards 33,019 24,415 Interest rate swaps — 13,536 Finance costs 13,856 24,264 Gross deferred income tax assets 123,715 137,868 Less: Valuation allowance — — Total deferred income tax assets 123,715 137,868 Deferred income tax liabilities: Goodwill and other intangibles (434,500) (397,855) Property and equipment (579,615) (484,519) Landfill closure and post-closure (22,745) (18,597) Prepaid expenses (15,088) (11,534) Investment in subsidiaries (69,257) (69,286) Interest rate swaps (8,429) — Other (7,823) (6,998) Total deferred income tax liabilities (1,137,457) (988,789) Net deferred income tax liability $ (1,013,742) $ (850,921) The Company has $80,422 of Canadian tax loss carryforwards with a 20-year carryforward period which will begin to expire in 2036, as well as various U.S. state tax losses with carryforward periods up to 20 years. As of December 31, 2022, the Company had undistributed earnings of approximately $3,393,993 for which income taxes have not been provided on permanently reinvested earnings of approximately $2,218,993. Additionally, the Company has not recorded deferred taxes on the amount of financial reporting basis in excess of tax basis of approximately $366,457 attributable to the Company’s non-U.S. subsidiaries which are permanently reinvested. It is not practical to estimate the additional tax that may become payable upon the eventual repatriation of these amounts; however, the tax impacts could result in a material increase to the Company’s effective tax rate. The Company and its subsidiaries are subject to U.S. federal and Canadian income tax, which are its principal operating jurisdictions. The Company has concluded all U.S. federal income tax matters for years through 2018. Additionally, the normal reassessment period for the Company has expired for all Canadian federal income tax matters for years through 2017. The Company did not have any unrecognized tax benefits recorded at December 31, 2022, 2021 or 2020. The Company does not anticipate the total amount of unrecognized tax benefits will significantly change by December 31, 2023. 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, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 17. 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 the following five geographic solid waste operating segments: Eastern, Southern, Western, Central and Canada. The Company’s five geographic solid waste operating segments comprise its reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. 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 loss on early extinguishment of debt. Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments. A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 17. Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020, is shown in the following tables: Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2022 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Eastern $ 2,248,793 $ (358,088) $ 1,890,705 $ 486,649 $ 281,178 $ 244,711 $ 4,121,850 Southern 1,863,817 (196,039) 1,667,778 497,832 198,506 178,577 3,774,029 Western 1,662,358 (177,726) 1,484,632 445,894 159,899 237,193 3,332,627 Central 1,387,288 (159,168) 1,228,120 424,621 152,154 176,268 2,705,673 Canada 1,047,672 (107,048) 940,624 349,403 118,388 70,051 2,773,882 Corporate (a), (d) — — — (25,019) 8,835 5,877 426,542 $ 8,209,928 $ (998,069) $ 7,211,859 $ 2,179,380 $ 918,960 $ 912,677 $ 17,134,603 Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2021 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Eastern $ 1,807,563 $ (286,275) $ 1,521,288 $ 404,493 $ 239,130 $ 174,350 $ 3,652,311 Southern 1,633,402 (186,656) 1,446,746 394,982 188,977 156,527 3,513,355 Western 1,434,844 (154,656) 1,280,188 405,778 129,988 152,149 2,260,222 Central 1,188,501 (142,085) 1,046,416 359,434 134,078 144,458 2,332,564 Canada 965,705 (108,982) 856,723 339,859 111,458 68,183 2,513,608 Corporate (a), (d) — — — (19,596) 9,378 48,648 427,864 $ 7,030,015 $ (878,654) $ 6,151,361 $ 1,884,950 $ 813,009 $ 744,315 $ 14,699,924 Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2020 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Eastern $ 1,601,980 $ (266,115) $ 1,335,865 $ 343,446 $ 222,934 $ 181,787 $ 3,134,462 Southern 1,552,687 (183,107) 1,369,580 369,445 189,726 131,831 3,402,081 Western 1,291,882 (142,120) 1,149,762 364,790 115,151 132,344 1,861,079 Central 1,008,081 (127,758) 880,323 313,033 113,004 102,966 2,160,246 Canada 805,757 (95,297) 710,460 256,119 103,334 109,886 2,544,379 Corporate (a), (d) — — — (15,283) 8,255 5,747 890,117 $ 6,260,387 $ (814,397) $ 5,445,990 $ 1,631,550 $ 752,404 $ 664,561 $ 13,992,364 (a) The majority of Corporate expenses are allocated to the five operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the five operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented. (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 3. (d) Corporate assets include cash, debt issuance costs, equity investments, operating lease right-of-use assets and corporate facility leasehold improvements and equipment. (e) Goodwill is included within total assets for each of the Company’s five operating segments. The following table shows changes in goodwill during the years ended December 31, 2021 and 2022, by reportable segment: Eastern Southern Western Central Canada Total Balance as of December 31, 2020 $ 1,374,577 $ 1,532,215 $ 442,862 $ 824,204 $ 1,552,792 $ 5,726,650 Goodwill acquired 233,146 56,576 96,870 68,005 — 454,597 Goodwill acquisition adjustments — — — — (2) (2) Goodwill divested — (324) — — — (324) Impact of changes in foreign currency — — — — 6,722 6,722 Balance as of December 31, 2021 1,607,723 1,588,467 539,732 892,209 1,559,512 6,187,643 Goodwill acquired 197,560 90,624 229,111 72,201 235,095 824,591 Impact of changes in foreign currency — — — — (109,937) (109,937) Balance as of December 31, 2022 $ 1,805,283 $ 1,679,091 $ 768,843 $ 964,410 $ 1,684,670 $ 6,902,297 Property and equipment, net relating to operations in the United States and Canada are as follows: December 31, 2022 2021 United States $ 6,201,011 $ 5,075,184 Canada 749,904 646,765 Total $ 6,950,915 $ 5,721,949 A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Consolidated Statements of Net Income is as follows: Years ended December 31, 2022 2021 2020 Eastern segment EBITDA $ 486,649 $ 404,493 $ 343,446 Southern segment EBITDA 497,832 394,982 369,445 Western segment EBITDA 445,894 405,778 364,790 Central segment EBITDA 424,621 359,434 313,033 Canada segment EBITDA 349,403 339,859 256,119 Subtotal reportable segments 2,204,399 1,904,546 1,646,833 Unallocated corporate overhead (25,019) (19,596) (15,283) Depreciation (763,285) (673,730) (621,102) Amortization of intangibles (155,675) (139,279) (131,302) Impairments and other operating items (18,230) (32,316) (466,718) Interest expense (202,331) (162,796) (162,375) Interest income 5,950 2,916 5,253 Other income (expense), net 3,154 6,285 (1,392) Loss on early extinguishment of debt — (115,288) — Income before income tax provision $ 1,048,963 $ 770,742 $ 253,914 |
Net Income Per Share Informatio
Net Income Per Share Information | 12 Months Ended |
Dec. 31, 2022 | |
Net Income Per Share Information [Abstract] | |
Net Income Per Share Information | 18. NET INCOME PER SHARE INFORMATION The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the years ended December 31, 2022, 2021 and 2020: Years Ended December 31, 2022 2021 2020 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 835,662 $ 618,047 $ 204,677 Denominator: Basic shares outstanding 257,383,578 261,166,723 263,189,699 Dilutive effect of equity-based awards 655,223 561,747 497,840 Diluted shares outstanding 258,038,801 261,728,470 263,687,539 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 19. EMPLOYEE BENEFIT PLANS Retirement Savings Plans: 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 100% of every dollar of a participating employee’s pre-tax contributions until the employee’s contributions equal 5% of the employee’s eligible compensation, subject to certain limitations imposed by the U.S. Internal Revenue Code. The Company’s matching contributions under the 401(k) Plans were suspended from June 1, 2020 to December 31, 2020. The Company reinstated its matching contributions effective January 1, 2021. Total employer expenses, including employer matching contributions, for the DPSP and 401(k) Plans were $37,165, $31,834 and $16,350, respectively, during the years ended December 31, 2022, 2021 and 2020. These amounts include matching contributions Waste Connections made under the Deferred Compensation Plan, described below. Multiemployer Pension Plans: Expiration EIN/Pension Plan Date of Number/ Pension Protection Act FIP/RP Collective Registration Zone Status (a) Status Company Contributions (d) Bargaining Plan Name Number 2022 2021 (b),(c) 2022 2021 2020 Agreement Western Conference of Teamsters Pension Trust 91-6145047 - 001 Green Green Not applicable $ 5,803 $ 4,963 $ 4,841 4/30/2023 to 6/30/2027 Local 731, I.B. of T., Pension Fund 36-6513567 - 001 Green for the plan year beginning 10/1/2021 Green for the plan year beginning 10/1/2021 Not applicable 4,484 4,504 4,628 9/30/2023 Suburban Teamsters of Northern Illinois Pension Fund 36-6155778 - 001 Green Green Not applicable 2,516 2,300 2,080 2/29/2024 Teamsters Local 301 Pension Fund 36-6492992 - 001 Green Green Not applicable 1,310 841 673 9/30/2023 Midwest Operating Engineers Pension Plan 36-6140097 - 001 Green for the plan year beginning 4/1/2022 Green for the plan year beginning 4/1/2021 Not applicable 542 424 316 10/31/2025 Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund 36-6042061 - 001 Green Green Not applicable 470 439 457 12/31/2022 Local 813 Pension Trust Fund 13-1975659 - 001 Critical Critical for the plan year beginning 1/1/2021 Implemented 429 258 183 11/30/2027 Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan 91-6028571 - 001 Green Green Not applicable 338 313 298 11/16/2022 IAM National Pension Fund 51-6031295 - 002 Critical Critical Implemented 342 299 310 12/31/2022 International Union of Operating Engineers Pension Trust 85512-1 Green as of 4/30/2020 Green as of 4/30/2020 Not applicable 281 295 279 3/31/2024 Multi-Sector Pension Plan 1085653 Critical as of 1/1/2021 Critical as of 1/1/2021 Not applicable 249 265 196 12/31/2023 Recycling and General Industrial Union Local 108 Pension Fund 13-6366378 - 001 Green Green Not applicable 230 217 269 2/28/2027 Nurses and Local 813 IBT Retirement Plan 13-3628926 - 001 Green Green Not applicable 97 58 52 11/30/2027 Contributions to other multiemployer plans 65 75 10 $ 17,156 $ 15,251 $ 14,592 (a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2022 and 2021 is for the plans’ years ended December 31, 2021 and 2020, 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, 2022 and 2021. (d) Of the Multiemployer Pension Plans considered to be individually significant, the Company was listed in the Form 5500 as providing more than 5% of the total contributions for the following: 1) Local No. 731, I.B. of T., Pension Fund for plan years ending September 30, 2021, 2020 and 2019; 2) Teamsters Local 301 Pension Fund for plan years ending December 31, 2021, 2020 and 2019; 3) Suburban Teamsters of Northern Illinois Pension Plan for the plan years ending December 31, 2021 and 2020; and 4) Recycling and General Industrial Union Local 108 Pension Fund for the plan years ending December 31, 2021, 2020 and 2019. 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. 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: |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. SUBSEQUENT EVENT On February 15, 2023, the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.255 per Company common share. The dividend will be paid on March 15, 2023, to shareholders of record on the close of business on March 1, 2023. |
SCHEDULE II - Valuation and Qua
SCHEDULE II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | WASTE CONNECTIONS, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2022, 2021 and 2020 (in thousands of U.S. dollars) Additions Deductions Balance at Charged to Charged to (Write-offs, Beginning of Costs and Other Net of Balance at End Description Year Expenses Accounts Collections) of Year Allowance for Credit Losses: Year Ended December 31, 2022 $ 18,480 $ 17,259 $ — $ (12,800) $ 22,939 Year Ended December 31, 2021 $ 19,380 $ 9,727 $ — $ (10,627) $ 18,480 Year Ended December 31, 2020 $ 16,432 $ 15,546 $ — $ (12,598) $ 19,380 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2022 and 2021, cash equivalents consisted of demand money market accounts. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and equivalents, restricted cash, restricted investments and accounts receivable. The Company maintains cash and equivalents with banks that at times exceed applicable insurance limits. The Company reduces its exposure to credit risk by maintaining such deposits with high quality financial institutions. The Company’s restricted cash and restricted investments are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes. The Company has not experienced any losses related to its cash and equivalents, restricted cash or restricted investment accounts. The Company generally does not require collateral on its trade receivables. Credit risk on accounts receivable is minimized as a result of the large and diverse nature of the Company’s customer base. The Company maintains allowances for credit losses based on the expected collectability of accounts receivable. |
Revenue Recognition | Revenue Recognition and Accounts Receivable The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, E&P services, and intermodal services. The following table disaggregates the Company’s revenues by service line for the periods indicated: Years Ended December 31, 2022 2021 2020 Commercial $ 2,176,295 $ 1,813,426 $ 1,610,313 Residential 1,891,108 1,673,819 1,528,217 Industrial and construction roll off 1,183,624 954,181 833,148 Total collection 5,251,027 4,441,426 3,971,678 Landfill 1,328,942 1,233,499 1,146,732 Transfer 1,026,050 859,113 777,754 Recycling 204,876 205,076 86,389 E&P 210,562 138,707 159,438 Intermodal and other 188,471 152,194 118,396 Intercompany (998,069) (878,654) (814,397) Total $ 7,211,859 $ 6,151,361 $ 5,445,990 The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided. See Note 17 for additional information regarding revenue by reportable segment. Revenue by Service Line Solid Waste Collection The Company’s solid waste collection business involves the collection of waste from residential, commercial and industrial customers for transport to transfer stations, or directly to landfills or recycling centers. Solid waste collection services include both recurring and temporary customer relationships. The services are performed under service agreements, municipal contracts or franchise agreements with governmental entities. Existing franchise agreements and most of the existing municipal contracts give the Company the exclusive right to provide specified waste services in the specified territory during the contract term. These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one In general, residential collection fees are billed monthly or quarterly in advance. Substantially all of the deferred revenue recorded as of September 30, 2022 was recognized as revenue during the three months ended December 31, 2022 when the service was performed. Commercial customers are typically billed on a monthly basis based on the nature of the services provided during the period. Revenue recognized under these agreements is variable in nature based on the number of residential homes or businesses serviced during the period, the frequency of collection and the volume of waste collected. In addition, certain contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index which are unknown at contract inception. Solid waste collection revenue from sources other than customer contracts primarily relates to lease revenue associated with compactors. Revenue from these leasing arrangements was not material and represented an insignificant amount of total revenue for each of the reported periods. Landfill and Transfer Station Revenue at landfills is primarily generated by charging tipping fees on a per ton and/or per yard basis to third parties based on the volume disposed and the nature of the waste. In general, fees are variable in nature and revenue is recognized at the time the waste is disposed at the facility. Revenue at transfer stations is primarily generated by charging tipping or disposal fees on a per ton and/or per yard basis. The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility and the cost of disposal. In general, fees are billed and revenue is recognized at the time the service is performed. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted at the transfer facility. Many of the Company’s landfill and transfer station customers have entered into one Solid Waste Recycling Solid waste recycling revenues result from the sale of recycled commodities, which are generated by offering residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. The Company owns and operates recycling operations and markets collected recyclable materials to third parties for processing before resale. In some instances, the Company utilizes a third party to market recycled materials. In certain instances, the Company issues recycling rebates to municipal or commercial customers, which can be based on the price it receives upon the sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities. The fees received are based primarily on the market, type and volume or weight of the materials sold. In general, fees are billed and revenue is recognized at the time title is transferred. Revenue recognized under these agreements is variable in nature based on the volume of materials sold. In addition, the amount of revenue recognized is based on commodity prices at the time of sale, which are unknown at contract inception. E&P Waste Treatment, Recovery and Disposal E&P waste revenue is primarily generated through the treatment, recovery and disposal of non-hazardous exploration and production waste from vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity, as well as other services. Revenue recognized under these agreements is variable in nature based on the volume of waste accepted or processed during the period. Intermodal and Other Intermodal revenue is primarily generated through providing intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. The fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination. In general, fees are billed and revenue is recognized upon delivery. Other revenues consist primarily of the sale of methane gas and renewable energy credits generated from the Company’s MSW landfills. Revenue Recognition Service obligations of a long-term nature, such as solid waste collection service contracts, are satisfied over time, and revenue is recognized based on the value provided to the customer during the period. In many of our markets, solid waste collection service contracts exist as exclusive franchise agreements or municipal contracts. The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of waste collected, transported and disposed, and the nature of the waste accepted. Such contracts are generally within the Company’s collection, recycling and other lines of business and have a weighted average remaining contract life of approximately four years, excluding certain exclusive and perpetual agreements, such as governmental certificates . Additionally, certain elements of long-term customer contracts are unknown upon entering into the contract, including the amount that will be billed in accordance with annual price escalation clauses, fuel recovery fee programs and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue is recognized once the index is established for the period. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for credit losses, represents their estimated net realizable value. The allowance for credit losses is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics. The Company monitors the collectability of its trade receivables as one overall pool due to all trade receivables having similar risk characteristics. The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical location of the customer, existing economic conditions and reasonable forecasts. 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. The following is a rollforward of the Company’s allowance for credit losses for the periods indicated: Years Ended December 31, 2022 2021 Beginning balance $ 18,480 $ 19,380 Current period provision for expected credit losses 17,353 9,719 Write-offs charged against the allowance (18,273) (15,545) Recoveries collected 5,473 4,918 Impact of changes in foreign currency (94) 8 Ending balance $ 22,939 $ 18,480 |
Contract Acquisition Costs | Contract Acquisition Costs The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Consolidated Balance Sheet, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one Company would have recognized is one year or less. The Company had $23,818 and $18,954 of deferred sales incentives at December 31, 2022 and 2021, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company recorded a total of $22,675, $23,671 and $17,138, respectively, of sales incentive amortization expense for deferred sales incentives and sales incentive expense for contracts with original terms of less than one year. |
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 Leasehold and land improvements 3 Machinery and equipment 3 Rolling stock 3 Containers 3 |
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 - Final capping, closure and post-closure obligations 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 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 layers for final capping, closure and post-closure liabilities is based on its long-term credit adjusted risk-free rate. The Company’s discount rate assumption for purposes of computing 2022 and 2021 “layers” for final capping, closure and post-closure obligations ranged from 3.25% to 5.50% for 2022 and was 3.25% for 2021. The Company’s long-term inflation rate assumption ranged from 2.25% to 2.75% for 2022 and was 2.25% for 2021. 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. Owned 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 329 years, with approximately 90% of the projected annual disposal volume from landfills with remaining lives of less than 70 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, 2020 to December 31, 2022: Final capping, closure and post-closure liability at December 31, 2020 $ 301,896 Liability adjustments (1,081) Accretion expense associated with landfill obligations 14,333 Closure payments (21,040) Assumption of closure liabilities from acquisitions 11,380 Disposition of closure liabilities from divested operations (3,566) Foreign currency translation adjustment 615 Final capping, closure and post-closure liability at December 31, 2021 302,537 Liability adjustments 39,321 Accretion expense associated with landfill obligations 16,068 Closure payments (18,834) Assumption of closure liabilities from acquisitions 8,575 Disposition of closure liabilities from divested operations (916) Foreign currency translation adjustment (2,145) Final capping, closure and post-closure liability at December 31, 2022 $ 344,606 Liability adjustments of $39,321 and $1,081 for the years ended December 31, 2022 and 2021, respectively, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed. 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. - Disposal capacity 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. |
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 the 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. ● 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 over the expected term of the related agreements (ranging from 1 |
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. 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 a segment; or ● current period or expected future operating cash flow losses. As part of the Company’s goodwill impairment test, the Company estimates the fair value of each of its reporting units using discounted cash flow analyses. The Company’s reporting units consisted of its five geographic solid waste operating segments at December 31, 2022, 2021 and 2020. 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. In testing indefinite-lived intangible assets for impairment, the Company compares the estimated fair value of each indefinite-lived intangible asset to its carrying value. If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment charge would be recorded to earnings in the Company’s Consolidated Statements of Net Income. 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, 2022, 2021 and 2020 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, growth rates and income tax rates. The cash flows employed in the Company’s 2022 discounted cash flow analyses were based on ten-year financial forecasts, which in turn were based on the 2023 annual budget developed internally by management. These forecasts reflect operating profit margins that were consistent with 2022 results and perpetual revenue growth rates of 4.5%. The Company’s discount rate assumptions are based on an assessment of the market participant rate which approximated 7.9%. 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 any of its five geographic operating segments as a result of its annual goodwill impairment tests for the years ended December 31, 2022, 2021 or 2020. During the fourth quarter of 2021, the Company recorded an impairment charge of $2,277, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, on certain indefinite-lived intangible assets at two of its E&P sites in its Southern segment. The Company did not record an impairment charge to any of its five geographic operating segments as a result of its indefinite-lived intangible assets impairment tests for the years ended December 31, 2022 or 2020. |
Impairments of Property and Equipment and Finite-Lived Intangible Assets | Impairments of Property and Equipment and Finite-Lived Intangible Assets Property, equipment and finite-lived intangible assets are carried on the Company’s consolidated financial statements based on their cost less accumulated depreciation or amortization. Finite-lived intangible assets consist of long-term franchise agreements, contracts, customer lists, permits and other agreements. The recoverability of these assets is tested whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Typical indicators that an asset may be impaired include, but are not limited to, the following: ● a significant adverse change in legal factors or in the business climate; ● an adverse action or assessment by a regulator; ● a more likely than not expectation that a segment or a significant portion thereof will be sold; ● the testing for recoverability of a significant asset group within a segment; or ● current period or expected future operating cash flow losses. If any of these or other indicators occur, a test of recoverability is performed by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. If the carrying value is in excess of the undiscounted expected future cash flows, impairment is measured by comparing the fair value of the asset to its carrying value. Fair value is determined by an internally developed discounted projected cash flow analysis of the asset. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company will determine whether an impairment has occurred for the group of assets for which the projected cash flows can be identified. If the fair value of an asset is determined to be less than the carrying amount of the asset or asset group, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Several impairment indicators are beyond the Company’s control, and whether or not they will occur cannot be predicted with any certainty. Estimating future cash flows requires significant judgment and projections may vary from cash flows eventually realized. There are other considerations for impairments of landfills, as described below. During the year ended December 31, 2022, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment. During the year ended December 31, 2021, the Company recorded a $16,379 impairment charge, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, for property and equipment and finite-lived intangible assets at three of its E&P waste sites in its Southern segment. The demand for the Company’s E&P waste services depends on the continued demand for, and production of, oil and natural gas. Crude oil and natural gas prices historically have been volatile. Macroeconomic and geopolitical conditions, including a significant decline in oil prices occurring in 2020 driven by both surplus production and supply, as well as the decrease in demand caused by factors including the COVID-19 pandemic, resulted in decreased levels of oil and natural gas exploration and production activity and a corresponding decrease in demand for the Company’s E&P waste services in 2020. During the year ended December 31, 2020, total E&P waste revenue declined $112,114, compared to the prior year period, on rig count declines of 56% in certain basins. The most impacted basins include the Williston Basin in North Dakota, the Eagle Ford Basin in Texas and the Powder River Basin in Wyoming, all of which have relatively high costs associated with drilling, making them less attractive than other basins, including the Permian Basin in Texas and New Mexico. Additionally, across the industry there was uncertainty regarding future demand for oil and related services, as noted by several energy companies during 2020, many of whom are customers of the Company’s E&P waste services. These energy companies wrote down the values of their oil and gas assets in anticipation of the potential for the decarbonization of their energy product mix given an increased global focus on reducing greenhouse gases and addressing climate change. Such uncertainty regarding global demand had a significant impact on the investment and operating plans of the Company’s E&P waste customers in the basins where the Company operates. The decrease in E&P activity, together with market expectations of a likely slow recovery in oil prices, reduced the expected future period cash flows of the Company’s E&P waste services. Based on these events, the Company concluded that a triggering event occurred which required the Company to perform an impairment test of the property and equipment and intangible assets of its E&P waste services as of June 30, 2020 using July 2020 industry projections for drilling activity by basin as the basis for expectations about future activity. Based upon the results of the impairment test, the Company concluded that the carrying value exceeded the projected undiscounted cash flows of four E&P waste landfills. The next step was to calculate the fair value of these four landfills using an income approach employing a discounted cash flow (“DCF”) model over the lesser of 40 years or the remaining life of each landfill. Additional key assumptions used in the DCF model included a discount rate of 12% applied to the cash flows, annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas E&P activity during the forecast period at each location, gross margins based on estimated operating expense requirements during the forecast period, estimated capital expenditures over the forecast period and income taxes based on the estimated federal and state income tax rates applicable during the cash flow periods, all of which were classified as Level 3 in the fair value hierarchy. For each of the four landfills, the carrying value exceeded the calculated discounted fair value, resulting in the recording of an impairment charge of $417,384 to Impairments and other operating items in the Consolidated Statements of Net Income during the year ended December 31, 2020. The four landfills had $0 of intangible assets at June 30, 2020; therefore, no impairment charge was attributable to intangible assets. The impairment charge reduced the carrying value of property and equipment by $417,384. If the estimated annual cash flows in the DCF model for each asset or asset group tested was changed by 10%, the resulting impairment charge would change by approximately $3,000. The aforementioned impairment charges were partially offset by a $4,145 adjustment, also recorded during the year ended December 31, 2020, to reduce the fair value of a liability-classified contingent consideration arrangement calculated on future earnings and cash flows associated with the acquisition of an E&P business in 2014. There are certain indicators listed above that require significant judgment and understanding of the waste industry when applied to landfill development or expansion projects. A regulator or court may deny or overturn a landfill development or landfill expansion permit application before the development or expansion permit is ultimately granted. Management may periodically divert waste from one landfill to another to conserve remaining permitted landfill airspace. Therefore, certain events could occur in the ordinary course of business and not necessarily be considered indicators of impairment due to the unique nature of the waste industry. |
Restricted Cash and Restricted Investments | Restricted Cash and Restricted Investments Restricted cash and restricted investments consist of the following: December 31, 2022 December 31, 2021 Restricted Restricted Restricted Restricted Cash Investments Cash Investments Settlement of insurance claims $ 88,360 $ — $ 52,906 $ — Landfill closure and post-closure obligations 6,890 57,469 12,609 56,289 Other financial assurance requirements 7,477 10,630 6,659 2,725 $ 102,727 $ 68,099 $ 72,174 $ 59,014 See Note 12 for further information on restricted cash and restricted investments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps. As of December 31, 2022 and 2021, 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, 2022 and 2021, 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, 2022 and 2021, are as follows: Carrying Value at Fair Value (a) at December 31, December 31, December 31, December 31, 2022 2021 2022 2021 4.25% Senior Notes due 2028 $ 500,000 $ 500,000 $ 470,850 $ 561,350 3.50% Senior Notes due 2029 $ 500,000 $ 500,000 $ 457,650 $ 539,500 2.60% Senior Notes due 2030 $ 600,000 $ 600,000 $ 510,540 $ 610,440 2.20% Senior Notes due 2032 $ 650,000 $ 650,000 $ 514,540 $ 637,065 3.20% Senior Notes due 2032 $ 500,000 $ — $ 429,000 $ — 4.20% Senior Notes due 2033 $ 750,000 $ — $ 699,450 $ — 3.05% Senior Notes due 2050 $ 500,000 $ 500,000 $ 343,300 $ 496,350 2.95% Senior Notes due 2052 $ 850,000 $ 850,000 $ 561,425 $ 828,580 (a) Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms. For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, see Note 12. |
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 gain or loss on the derivatives will be recognized in accumulated other comprehensive income (loss) (“AOCIL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company classifies cash inflows and outflows from derivatives within operating activities on the statement of cash flows. One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings under the Credit Agreement (defined below). The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at December 31, 2022 were specifically designated to the Credit Agreement and accounted for as cash flow hedges. At December 31, 2022, the Company’s derivative instruments included five interest rate swap agreements as follows: Fixed Variable Notional Interest Interest Rate Expiration Date Entered (b) Amount Rate Paid (a) Received Effective Date Date August 2017 $ 200,000 2.1230 % 1-month Term SOFR November 2022 October 2025 August 2017 $ 150,000 1.7720 % 1-month Term SOFR November 2022 February 2023 June 2018 $ 200,000 2.8480 % 1-month Term SOFR November 2022 October 2025 June 2018 $ 200,000 2.8284 % 1-month Term SOFR November 2022 October 2025 December 2018 $ 200,000 2.7715 % 1-month Term SOFR November 2022 July 2027 (a) Plus applicable margin. (b) In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. The Company did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Consolidated Financial Statements. On September 28, 2020, the Company terminated four of its interest rate swaps with notional amounts totaling $400,000, which would have expired in January 2021. As a result of terminating these interest rate swaps, the Company made total cash payments of $853 to the counterparties of the swap agreements. The fair values of derivative instruments designated as cash flow hedges as of December 31, 2022, 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) $ 17,906 Accrued liabilities $ — Other assets, net 13,901 Total derivatives designated as cash flow hedges $ 31,807 $ — (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2022 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. The fair values of derivative instruments designated as cash flow hedges as of December 31, 2021, 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 $ — Accrued liabilities $ (18,675) Other long-term liabilities (32,406) Total derivatives designated as cash flow hedges $ — $ (51,081) 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, 2022, 2021 and 2020: Derivatives Statement of Amount of (Gain) or Loss Reclassified Designated as Cash Amount of Gain or (Loss) Recognized Net Income from AOCIL into Earnings, Flow Hedges as AOCIL on Derivatives, Net of Tax (a) Classification Net of Tax (b) Years Ended December 31, Years Ended December 31, 2022 2021 2020 2022 2021 2020 Interest rate swaps $ 56,107 $ 17,116 $ (47,528) Interest expense $ 4,815 $ 14,936 $ 7,187 (a) In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps 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, all unrealized changes in fair value are recorded in AOCIL. (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. See Note 15 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. |
Share-Based Compensation | Share-Based Compensation Under the 2020 Employee Share Purchase Plan (the “ESPP”), participants will be granted an option to purchase Company common shares on the first business day of each offering period, with such option to be automatically exercised on the last business day of such offering period to purchase a whole number of the Company’s common shares determined by dividing the accumulated payroll deductions in the participant’s notional account on such exercise date by the applicable exercise price. The exercise price is equal to 95% of the closing price of the Company’s common shares on the last day of the relevant offering period; provided, however, that such exercise price will not be less than 85% of the volume weighted average price of the Company’s common shares as reflected on the Toronto Stock Exchange (the “TSX”) over the final five trading days of the offering period. The fair value of restricted share unit (“RSU”) awards is determined based on the number of RSUs granted and the closing price of the common shares in the capital of the Company adjusted for future dividends. The fair value of deferred share unit (“DSU”) awards is determined based on the number of DSUs granted and the closing price of the common shares in the capital of the Company. Compensation expense associated with outstanding performance-based restricted share unit (“PSU”) awards is measured using the fair value of the Company’s common shares adjusted for future dividends and is based on the estimated achievement of the established performance criteria at the end of each reporting period until the performance period ends, recognized ratably over the performance period. Compensation expense is only recognized for those awards that the Company expects to vest, which it estimates based upon an assessment of the probability that the performance criteria will be achieved. All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award adjusted for future dividends, and is recognized on a straight-line basis as expense over the employee’s requisite service period. The 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, 2022, 2021 and 2020, was $63,485 ($47,503 net of taxes), $58,221 ($43,495 net of taxes) and $45,751 ($34,197 net of taxes), respectively. This share-based compensation expense includes RSUs, PSUs, DSUs, share option and warrant expense. The share-based compensation expense totals include amounts associated with the Progressive Waste share-based compensation plans, continued by the Company following the Progressive Waste acquisition, which allow for the issuance of shares or cash settlement to employees upon vesting. The Company records share-based compensation expense in Selling, general and administrative expenses in the Consolidated Statements of Net Income. The total unrecognized compensation cost at December 31, 2022, related to unvested RSU awards was $73,304 and this future expense will be recognized over the remaining vesting period of the RSU awards, which extends to 2027. The weighted average remaining vesting period of the RSU awards is 1.4 years. The total unrecognized compensation cost at December 31, 2022, related to unvested PSU awards was $18,194 and this future expense will be recognized over the remaining vesting period of the PSU awards, which extends to 2025. The weighted average remaining vesting period of PSU awards is 1.1 years. Other Share-Based Awards As of December 31, 2022, 2021 and 2020, the Company had a liability of $8,042, $9,008 and $7,237, respectively, representing the December 31, 2022, 2021 and 2020 fair values, respectively, of outstanding Progressive Waste restricted share units which are expected to be cash settled. All remaining unvested Progressive Waste restricted share units vested during the year ended December 31, 2019. As of December 31, 2022, 2021 and 2020, the Company had a liability of $3,814, $4,088 and $3,556, respectively, representing the December 31, 2022, 2021 and 2020 fair value, respectively, of outstanding Progressive Waste share-based options which are expected to be cash settled. All remaining unvested Progressive Waste share-based options were fully vested as of December 31, 2017. |
Per Share Information | Per Share Information Basic net income per share attributable to holders of the Company’s common shares is computed using the weighted average number of common shares outstanding and vested and unissued restricted share units deferred for issuance into the deferred compensation plan. Diluted net income per share attributable to holders of the Company’s common shares is computed using the weighted average number of common and potential common shares outstanding. Potential common shares are excluded from the computation if their effect is anti-dilutive. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022, 2021 and 2020, was $8,335, $7,155 and $4,870, respectively, which is included in Selling, general and administrative expense in the Consolidated Statements of Net Income. |
Insurance Liabilities | Insurance Liabilities As a result of its insurance policies, the Company is effectively self-insured for automobile liability, general liability, employer’s liability, environmental liability, cyber liability, employment practices liability, and directors’ and officers’ liability as well as for employee group health insurance, property and workers’ compensation. The Company’s insurance accruals are based on claims filed and estimates of claims incurred but not reported and are developed by the Company’s management with assistance from its third-party actuary and its third-party claims administrator. The insurance accruals are influenced by the Company’s past claims experience factors and by published industry development factors. At December 31, 2022 and 2021, the Company’s total accrual for self-insured liabilities was $151,379 and $147,757, respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $204,347, $179,250 and $164,099, 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. |
Leases | The Company rents certain equipment and facilities under short-term agreements, non-cancelable operating lease agreements and finance leases. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The lease guidance requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability comprise fixed payments or variable lease payments. The variable lease payments take into account annual changes in the consumer price index and common area maintenance charges, if known. ROU assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived asset impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Company did not recognize an impairment charge for any The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset. The Company did not recognize any significant remeasurements during the years ended December 31, 2022, 2021 and 2020. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of less than 12 months. The Company has elected to apply the short-term lease recognition and measurement exemption allowed for in the lease accounting standard. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total Reported Revenues by Service Line | Years Ended December 31, 2022 2021 2020 Commercial $ 2,176,295 $ 1,813,426 $ 1,610,313 Residential 1,891,108 1,673,819 1,528,217 Industrial and construction roll off 1,183,624 954,181 833,148 Total collection 5,251,027 4,441,426 3,971,678 Landfill 1,328,942 1,233,499 1,146,732 Transfer 1,026,050 859,113 777,754 Recycling 204,876 205,076 86,389 E&P 210,562 138,707 159,438 Intermodal and other 188,471 152,194 118,396 Intercompany (998,069) (878,654) (814,397) Total $ 7,211,859 $ 6,151,361 $ 5,445,990 |
Allowance for Credit Loss | The following is a rollforward of the Company’s allowance for credit losses for the periods indicated: Years Ended December 31, 2022 2021 Beginning balance $ 18,480 $ 19,380 Current period provision for expected credit losses 17,353 9,719 Write-offs charged against the allowance (18,273) (15,545) Recoveries collected 5,473 4,918 Impact of changes in foreign currency (94) 8 Ending balance $ 22,939 $ 18,480 |
Property Plant and Equipment Estimated Useful Lives | The estimated useful lives are as follows: Buildings 10 Leasehold and land improvements 3 Machinery and equipment 3 Rolling stock 3 Containers 3 |
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, 2020 to December 31, 2022: Final capping, closure and post-closure liability at December 31, 2020 $ 301,896 Liability adjustments (1,081) Accretion expense associated with landfill obligations 14,333 Closure payments (21,040) Assumption of closure liabilities from acquisitions 11,380 Disposition of closure liabilities from divested operations (3,566) Foreign currency translation adjustment 615 Final capping, closure and post-closure liability at December 31, 2021 302,537 Liability adjustments 39,321 Accretion expense associated with landfill obligations 16,068 Closure payments (18,834) Assumption of closure liabilities from acquisitions 8,575 Disposition of closure liabilities from divested operations (916) Foreign currency translation adjustment (2,145) Final capping, closure and post-closure liability at December 31, 2022 $ 344,606 |
Restricted Cash and Restricted Investments | Restricted cash and restricted investments consist of the following: December 31, 2022 December 31, 2021 Restricted Restricted Restricted Restricted Cash Investments Cash Investments Settlement of insurance claims $ 88,360 $ — $ 52,906 $ — Landfill closure and post-closure obligations 6,890 57,469 12,609 56,289 Other financial assurance requirements 7,477 10,630 6,659 2,725 $ 102,727 $ 68,099 $ 72,174 $ 59,014 |
Carrying Values and Fair Values of Debt Instruments | Carrying Value at Fair Value (a) at December 31, December 31, December 31, December 31, 2022 2021 2022 2021 4.25% Senior Notes due 2028 $ 500,000 $ 500,000 $ 470,850 $ 561,350 3.50% Senior Notes due 2029 $ 500,000 $ 500,000 $ 457,650 $ 539,500 2.60% Senior Notes due 2030 $ 600,000 $ 600,000 $ 510,540 $ 610,440 2.20% Senior Notes due 2032 $ 650,000 $ 650,000 $ 514,540 $ 637,065 3.20% Senior Notes due 2032 $ 500,000 $ — $ 429,000 $ — 4.20% Senior Notes due 2033 $ 750,000 $ — $ 699,450 $ — 3.05% Senior Notes due 2050 $ 500,000 $ 500,000 $ 343,300 $ 496,350 2.95% Senior Notes due 2052 $ 850,000 $ 850,000 $ 561,425 $ 828,580 (a) Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms. |
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, 2022, 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) $ 17,906 Accrued liabilities $ — Other assets, net 13,901 Total derivatives designated as cash flow hedges $ 31,807 $ — (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2022 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates. The fair values of derivative instruments designated as cash flow hedges as of December 31, 2021, 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 $ — Accrued liabilities $ (18,675) Other long-term liabilities (32,406) Total derivatives designated as cash flow hedges $ — $ (51,081) |
Impact of Cash Flow Hedges on Results of Operations, Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (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, 2022, 2021 and 2020: Derivatives Statement of Amount of (Gain) or Loss Reclassified Designated as Cash Amount of Gain or (Loss) Recognized Net Income from AOCIL into Earnings, Flow Hedges as AOCIL on Derivatives, Net of Tax (a) Classification Net of Tax (b) Years Ended December 31, Years Ended December 31, 2022 2021 2020 2022 2021 2020 Interest rate swaps $ 56,107 $ 17,116 $ (47,528) Interest expense $ 4,815 $ 14,936 $ 7,187 (a) In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps 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, all unrealized changes in fair value are recorded in AOCIL. (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. |
Interest Rate Swap [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Company's Derivative Instruments | At December 31, 2022, the Company’s derivative instruments included five interest rate swap agreements as follows: Fixed Variable Notional Interest Interest Rate Expiration Date Entered (b) Amount Rate Paid (a) Received Effective Date Date August 2017 $ 200,000 2.1230 % 1-month Term SOFR November 2022 October 2025 August 2017 $ 150,000 1.7720 % 1-month Term SOFR November 2022 February 2023 June 2018 $ 200,000 2.8480 % 1-month Term SOFR November 2022 October 2025 June 2018 $ 200,000 2.8284 % 1-month Term SOFR November 2022 October 2025 December 2018 $ 200,000 2.7715 % 1-month Term SOFR November 2022 July 2027 (a) Plus applicable margin. (b) In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. The Company did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Consolidated Financial Statements. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following: December 31, 2022 2021 Income taxes receivable $ 43,055 $ 61,305 Inventory 55,188 44,257 Prepaid insurance 31,588 22,471 Unrealized cash flow hedge gains 17,906 — Prepaid licenses and permits 12,116 10,683 Other 45,293 37,006 $ 205,146 $ 175,722 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | Property and equipment, net consists of the following: December 31, 2022 2021 Landfill site costs $ 5,179,768 $ 4,447,530 Rolling stock 2,835,330 2,483,294 Land, buildings and improvements 1,673,062 1,339,542 Containers 1,180,370 983,602 Machinery and equipment 1,065,767 940,723 Construction in progress 132,367 82,187 12,066,664 10,276,878 Less accumulated depreciation and depletion (5,115,749) (4,554,929) $ 6,950,915 $ 5,721,949 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Summary of lease cost for operating and finance leases | Lease cost for operating and finance leases for the years ended December 31, 2022, 2021 and 2020 were as follows: Years Ended December 31, 2022 2021 2020 Operating lease cost $ 41,891 $ 40,381 $ 39,411 Finance lease cost: Amortization of leased assets 2,484 3,424 — Interest on leased liabilities 219 152 — Total lease cost $ 44,594 $ 43,957 $ 39,411 Supplemental cash flow information and non-cash activity related to the Company’s leases are as follows: Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 40,782 $ 40,249 $ 39,212 Operating cash flows from finance leases $ 219 $ 152 $ — Financing cash flows from finance leases $ 5,560 $ 3,133 $ — Non-cash activity: Right-of-use assets obtained in exchange for lease liabilities - operating leases $ 63,648 $ 17,933 $ 15,117 Right-of-use assets obtained in exchange for lease liabilities - finance leases $ 3,369 $ 10,012 $ 3,754 Weighted-average remaining lease term and discount rate for the Company’s leases are as follows: Years Ended December 31, 2022 2021 2020 Weighted average remaining lease term - operating leases 8.9 years 8.0 years 8.6 years Weighted average remaining lease term - finance leases 4.2 years 4.9 years 5.4 years Weighted average discount rate - operating leases 2.93 % 3.37 % 3.86 % Weighted average discount rate - finance leases 1.96 % 1.89 % 1.89 % |
Summary of future minimum lease payments, operating leases | As of December 31, 2022, future minimum lease payments, reconciled to the respective lease liabilities, are as follows: Operating Leases Finance Leases 2023 $ 40,499 $ 2,906 2024 32,521 2,905 2025 26,869 2,905 2026 22,317 2,320 2027 19,528 898 Thereafter 89,050 — Minimum lease payments 230,784 11,934 Less: imputed interest (30,152) (470) Present value of minimum lease payments 200,632 11,464 Less: current portion of lease liabilities (35,170) (2,695) Long-term portion of lease liabilities $ 165,462 $ 8,769 |
Summary of future minimum lease payments, finance leases | As of December 31, 2022, future minimum lease payments, reconciled to the respective lease liabilities, are as follows: Operating Leases Finance Leases 2023 $ 40,499 $ 2,906 2024 32,521 2,905 2025 26,869 2,905 2026 22,317 2,320 2027 19,528 898 Thereafter 89,050 — Minimum lease payments 230,784 11,934 Less: imputed interest (30,152) (470) Present value of minimum lease payments 200,632 11,464 Less: current portion of lease liabilities (35,170) (2,695) Long-term portion of lease liabilities $ 165,462 $ 8,769 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions [Abstract] | |
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, 2022, 2021 and 2020: 2022 2021 2020 Acquisitions Acquisitions Acquisitions Fair value of consideration transferred: Cash $ 2,206,901 $ 960,449 $ 388,789 Debt assumed 127,136 108,345 91,349 Change in open working capital settlements at year end — — 1,505 2,334,037 1,068,794 481,643 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 49,696 33,236 13,759 Prepaid expenses and other current assets 9,428 4,866 4,509 Restricted investments 7,469 — — Operating lease right-of-use assets 4,707 5,972 5,247 Property and equipment 1,073,155 394,687 173,394 Long-term franchise agreements and contracts 239,866 134,827 59,149 Indefinite-lived intangibles — 9,557 13,465 Customer lists 74,940 75,612 48,512 Permits and other intangibles 187,107 116,967 10,507 Other assets 243 77 389 Accounts payable and accrued liabilities (56,633) (37,827) (14,174) Current portion of operating lease liabilities (1,546) (1,370) (509) Deferred revenue (10,761) (8,389) (1,821) Contingent consideration (6,642) (31,616) (4,688) Long-term portion of operating lease liabilities (3,161) (4,602) (4,738) Other long-term liabilities (6,915) (13,976) (2,136) Deferred income taxes (51,507) (63,822) (4,525) Total identifiable net assets 1,509,446 614,199 296,340 Goodwill $ 824,591 $ 454,595 $ 185,303 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2022: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 916,582 $ (297,382) $ — $ 619,200 Customer lists 776,719 (527,425) — 249,294 Permits and other 779,689 (115,095) (40,784) 623,810 2,472,990 (939,902) (40,784) 1,492,304 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,654,603 $ (939,902) $ (40,784) $ 1,673,917 Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2021: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 724,128 $ (278,827) $ — $ 445,301 Customer lists 711,047 (450,109) — 260,938 Permits and other 598,336 (94,807) (40,784) 462,745 2,033,511 (823,743) (40,784) 1,168,984 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,215,124 $ (823,743) $ (40,784) $ 1,350,597 |
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, 2023 $ 153,457 For the year ending December 31, 2024 $ 135,884 For the year ending December 31, 2025 $ 119,071 For the year ending December 31, 2026 $ 103,541 For the year ending December 31, 2027 $ 89,959 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2022 2021 Insurance claims and premiums $ 152,242 $ 149,864 Payroll and payroll-related 126,301 141,877 Interest payable 47,612 28,729 Final capping, closure and post-closure liability 17,336 19,925 Property taxes 11,218 8,833 Environmental remediation reserves 3,165 2,300 Cell processing reserves 2,939 3,364 Share-based compensation plan liability 2,344 2,423 Transaction-related expenses 1,627 3,130 Unrealized cash flow hedge losses — 18,675 Other 66,463 63,476 $ 431,247 $ 442,596 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | The following table presents the Company’s long-term debt as of December 31, 2022 and 2021: December 31, December 31, 2022 2021 Revolver under Credit Agreement, bearing interest ranging from 5.42% to 5.74% (a) $ 614,705 $ 803,944 Term loan under Credit Agreement, bearing interest at 5.42% (a) 650,000 650,000 Term loan under Term Loan Agreement, bearing interest at 5.42% (a), (b) 800,000 — 4.25% Senior Notes due 2028 500,000 500,000 3.50% Senior Notes due 2029 500,000 500,000 2.60% Senior Notes due 2030 600,000 600,000 2.20% Senior Notes due 2032 650,000 650,000 3.20% Senior Notes due 2032 500,000 — 4.20% Senior Notes due 2033 750,000 — 3.05% Senior Notes due 2050 500,000 500,000 2.95% Senior Notes due 2052 850,000 850,000 Notes payable to sellers and other third parties, bearing interest ranging from 2.42% to 10.35%, principal and interest payments due periodically with due dates ranging from 2024 to 2036 (a) 37,232 37,508 Finance leases, bearing interest ranging from 1.89% to 2.16%, with lease expiration dates ranging from 2026 to 2027 (a) 11,464 10,519 6,963,401 5,101,971 Less – current portion (6,759) (6,020) Less – unamortized debt discount and issuance costs (66,493) (55,451) $ 6,890,149 $ 5,040,500 (a) Interest rates represent the interest rates incurred at December 31, 2022. (b) Interest rate margin for term loan under Term Loan Agreement was 1.00% at December 31, 2022. |
Details of the Company's Credit Agreement | Details of the Credit Agreement are as follows: December 31, 2022 2021 Revolver under Credit Agreement Available $ 1,193,502 $ 933,775 Letters of credit outstanding $ 41,793 $ 112,281 Total amount drawn, as follows: $ 614,705 $ 803,944 Amount drawn – U.S. Term SOFR rate loan $ 391,000 Not applicable Interest rate applicable – U.S. Term SOFR rate loan 5.42 % Not applicable Interest rate margin – U.S. Term SOFR rate loan 1.00 % Not applicable Amount drawn – U.S. LIBOR rate loan Not applicable $ 631,000 Interest rate applicable – U.S. LIBOR rate loan Not applicable 1.10 % Interest rate margin – U.S. LIBOR rate loan Not applicable 1.00 % Amount drawn – U.S. base rate loan $ — $ 158,000 Interest rate applicable – U.S. base rate loan — % 3.25 % Interest rate margin – U.S. base rate loan — % 0.00 % Amount drawn – U.S. swingline loan $ — $ 11,000 Interest rate applicable – U.S. swingline loan — % 3.25 % Interest rate margin – U.S. swingline loan — % 0.00 % Amount drawn – Canadian bankers’ acceptance $ 223,705 $ 3,944 Interest rate applicable – Canadian bankers’ acceptance 5.74 % 1.45 % Interest rate acceptance fee – Canadian bankers’ acceptance 1.00 % 1.00 % Commitment – rate applicable 0.09 % 0.09 % Term loan under Credit Agreement Amount drawn – U.S. Term SOFR rate loan $ 650,000 Not applicable Interest rate applicable – U.S. Term SOFR rate loan 5.42 % Not applicable Interest rate margin – U.S. Term SOFR rate loan 1.00 % Not applicable Amount drawn – U.S. based LIBOR loan Not applicable $ 650,000 Interest rate applicable – U.S. based LIBOR loan Not applicable 1.10 % Interest rate margin – U.S. based LIBOR loan Not applicable 1.20 % |
Aggregate Contractual Future Principal Payments by Calendar Year on Long-Term Debt | As of December 31, 2022, aggregate contractual future principal payments by calendar year on long-term debt are due as follows: 2023 $ 6,759 2024 10,636 2025 7,112 2026 2,071,152 2027 5,179 Thereafter 4,862,563 $ 6,963,401 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value [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, 2022 and 2021, were as follows: Fair Value Measurement at December 31, 2022 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net asset position $ 31,807 $ — $ 31,807 $ — Restricted cash $ 102,727 $ 102,727 $ — $ — Restricted investments $ 66,402 $ — $ 66,402 $ — Contingent consideration $ (81,415) $ — $ — $ (81,415) Fair Value Measurement at December 31, 2021 Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Interest rate swap derivative instruments – net liability position $ (51,081) $ — $ (51,081) $ — Restricted cash $ 72,174 $ 72,174 $ — $ — Restricted investments $ 58,797 $ — $ 58,797 $ — Contingent consideration $ (94,308) $ — $ — $ (94,308) |
Fair Value for Level 3 Liabilities | The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 Beginning balance $ 94,308 $ 71,736 Contingent consideration recorded at acquisition date 6,642 31,616 Payment of contingent consideration recorded at acquisition date (16,911) (12,934) Payment of contingent consideration recorded in earnings (2,982) (520) Adjustments to contingent consideration (1,030) 2,954 Interest accretion expense 1,417 1,470 Foreign currency translation adjustment (29) (14) Ending balance $ 81,415 $ 94,308 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Purchase Commitments | As of December 31, 2022, future minimum purchase commitments, by calendar year, are as follows: 2023 $ 149,858 2024 35,060 $ 184,918 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common Stock Shares Reserved for Issuance | For outstanding RSUs, PSUs and warrants 2,233,831 For future grants under the 2016 Incentive Award Plan 3,262,941 For future grants under the Employee Share Purchase Plan 948,011 6,444,783 |
Restricted Stock Units Activity | A summary of the Company’s RSU activity is presented below: Years Ended December 31, 2022 2021 2020 Weighted average grant-date fair value of restricted share units granted $ 121.26 $ 100.27 $ 101.79 Total fair value of restricted share units vested $ 28,751 $ 26,711 $ 23,742 |
Summary of Warrant Activity | A summary of warrant activity during the year ended December 31, 2022, is presented below: Weighted-Average Warrants Exercise Price Outstanding at December 31, 2021 578,405 $ 104.82 Granted 380,478 $ 138.33 Forfeited (65,331) $ 80.49 Exercised (38,922) $ 78.24 Outstanding at December 31, 2022 854,630 $ 122.81 |
Summarized Information about Warrants Outstanding | The following table summarizes information about warrants outstanding as of December 31, 2022 and 2021: Fair Value of Warrants Warrants Outstanding at December 31, Grant Date Issued Exercise Price Issued 2022 2021 Throughout 2017 35,382 $53.65 to $69.96 $ 595 — 1,521 Throughout 2018 163,995 $70.91 to $80.90 $ 2,591 45,024 112,756 Throughout 2019 151,008 $74.25 to $95.61 $ 2,634 66,977 101,977 Throughout 2020 164,890 $72.65 to $104.89 $ 3,140 146,386 146,386 Throughout 2021 218,166 $99.33 to $135.97 $ 5,584 215,765 215,765 Throughout 2022 380,478 $125.32 to $143.95 $ 12,972 380,478 — 854,630 578,405 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity Related to Restricted Share Units | A summary of activity related to RSUs during the year ended December 31, 2022, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2021 861,695 $ 95.63 Granted 483,281 $ 121.26 Forfeited (70,126) $ 110.86 Vested and issued (318,851) $ 90.17 Outstanding at December 31, 2022 955,999 $ 109.29 |
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, 2022 2021 2020 Weighted average grant-date fair value of PSUs granted $ 117.94 $ 96.99 $ 87.19 Total fair value of PSUs vested $ 4,674 $ 10,954 $ 15,628 |
Summary of Performance-Based Restricted Share Units Activity and Related Information | A summary of activity related to PSUs during the year ended December 31, 2022, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2021 392,043 $ 91.63 Granted 95,038 $ 117.94 Forfeited (87,554) $ 80.70 Vested and issued (57,677) $ 81.04 Outstanding at December 31, 2022 341,850 $ 103.53 |
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, 2022 2021 2020 Weighted average grant-date fair value of DSUs granted $ 121.00 $ 99.80 $ 103.81 Total fair value of DSUs awarded $ 253 $ 285 $ 272 |
Summary of Activity Related to Restricted Share Units | A summary of activity related to DSUs during the year ended December 31, 2022, is presented below: Weighted-Average Grant Date Fair Vested Shares Value Per Share Outstanding at December 31, 2021 24,442 $ 64.05 Granted 2,094 $ 121.00 Outstanding at December 31, 2022 26,536 $ 68.55 |
Progressive Waste Solutions Ltd. [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity and Related Information | Outstanding at December 31, 2021 45,869 Cash settled (2,299) Outstanding at December 31, 2022 43,570 |
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 Share Units | Outstanding at December 31, 2021 63,032 Cash settled (5,203) Outstanding at December 31, 2022 57,829 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Comprehensive Income (Loss) [Abstract] | |
Components of Other Comprehensive Income (Loss) | Year Ended December 31, 2022 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ 6,551 $ (1,736) $ 4,815 Changes in fair value of interest rate swaps 76,336 (20,229) 56,107 Foreign currency translation adjustment (157,336) — (157,336) $ (74,449) $ (21,965) $ (96,414) Year Ended December 31, 2021 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ 20,321 $ (5,385) $ 14,936 Changes in fair value of interest rate swaps 23,287 (6,171) 17,116 Foreign currency translation adjustment 8,183 — 8,183 $ 51,791 $ (11,556) $ 40,235 Year Ended December 31, 2020 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ 9,778 $ (2,591) $ 7,187 Changes in fair value of interest rate swaps (64,664) 17,136 (47,528) Foreign currency translation adjustment 50,653 — 50,653 $ (4,233) $ 14,545 $ 10,312 |
Amounts Included in Accumulated Other Comprehensive Income (Loss) | A roll forward of the amounts included in AOCIL, net of taxes, is as follows: Foreign Accumulated Currency Other Interest Translation Comprehensive Rate Swaps Adjustment Income (Loss) Balance at December 31, 2020 $ (69,596) $ 68,945 $ (651) Amounts reclassified into earnings 14,936 — 14,936 Changes in fair value 17,116 — 17,116 Foreign currency translation adjustment — 8,183 8,183 Balance at December 31, 2021 (37,544) 77,128 39,584 Amounts reclassified into earnings 4,815 — 4,815 Changes in fair value 56,107 — 56,107 Foreign currency translation adjustment — (157,336) (157,336) Balance at December 31, 2022 $ 23,378 $ (80,208) $ (56,830) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income (Loss) Before Provision (Benefit) for Income Taxes | Income before provision for income taxes consists of the following: Years Ended December 31, 2022 2021 2020 U.S. $ 734,126 $ 574,737 $ 22,349 Non – U.S. 314,837 196,005 231,565 Income before income taxes $ 1,048,963 $ 770,742 $ 253,914 |
Provision (Benefit) for Income Taxes | The provision for income taxes consists of the following: Years Ended December 31, 2022 2021 2020 Current: U.S. Federal $ 59,675 $ 71,180 $ 65,143 State 28,770 34,439 28,325 Non – U.S. 31,036 32,071 6,941 119,481 137,690 100,409 Deferred: U.S. Federal 95,397 51,534 (36,659) State 16,840 5,093 (8,762) Non – U.S. (18,756) (42,064) (5,066) 93,481 14,563 (50,487) Provision for income taxes $ 212,962 $ 152,253 $ 49,922 |
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, are presented below: December 31, 2022 2021 Deferred income tax assets: Accrued expenses $ 33,680 $ 31,840 Compensation 23,194 22,545 Contingent liabilities 19,966 21,268 Tax credits and loss carryforwards 33,019 24,415 Interest rate swaps — 13,536 Finance costs 13,856 24,264 Gross deferred income tax assets 123,715 137,868 Less: Valuation allowance — — Total deferred income tax assets 123,715 137,868 Deferred income tax liabilities: Goodwill and other intangibles (434,500) (397,855) Property and equipment (579,615) (484,519) Landfill closure and post-closure (22,745) (18,597) Prepaid expenses (15,088) (11,534) Investment in subsidiaries (69,257) (69,286) Interest rate swaps (8,429) — Other (7,823) (6,998) Total deferred income tax liabilities (1,137,457) (988,789) Net deferred income tax liability $ (1,013,742) $ (850,921) |
Differences between Income Tax Provision in Statements of Net Income and Income Tax Provision Computed at Federal Statutory Rate | Years Ended December 31, 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.2 4.7 4.5 Deferred income tax liability adjustments — 0.3 1.6 Effect of international operations (4.0) (6.3) (7.0) Other (0.9) 0.1 (0.4) 20.3 % 19.8 % 19.7 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020, is shown in the following tables: Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2022 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Eastern $ 2,248,793 $ (358,088) $ 1,890,705 $ 486,649 $ 281,178 $ 244,711 $ 4,121,850 Southern 1,863,817 (196,039) 1,667,778 497,832 198,506 178,577 3,774,029 Western 1,662,358 (177,726) 1,484,632 445,894 159,899 237,193 3,332,627 Central 1,387,288 (159,168) 1,228,120 424,621 152,154 176,268 2,705,673 Canada 1,047,672 (107,048) 940,624 349,403 118,388 70,051 2,773,882 Corporate (a), (d) — — — (25,019) 8,835 5,877 426,542 $ 8,209,928 $ (998,069) $ 7,211,859 $ 2,179,380 $ 918,960 $ 912,677 $ 17,134,603 Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2021 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Eastern $ 1,807,563 $ (286,275) $ 1,521,288 $ 404,493 $ 239,130 $ 174,350 $ 3,652,311 Southern 1,633,402 (186,656) 1,446,746 394,982 188,977 156,527 3,513,355 Western 1,434,844 (154,656) 1,280,188 405,778 129,988 152,149 2,260,222 Central 1,188,501 (142,085) 1,046,416 359,434 134,078 144,458 2,332,564 Canada 965,705 (108,982) 856,723 339,859 111,458 68,183 2,513,608 Corporate (a), (d) — — — (19,596) 9,378 48,648 427,864 $ 7,030,015 $ (878,654) $ 6,151,361 $ 1,884,950 $ 813,009 $ 744,315 $ 14,699,924 Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2020 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Eastern $ 1,601,980 $ (266,115) $ 1,335,865 $ 343,446 $ 222,934 $ 181,787 $ 3,134,462 Southern 1,552,687 (183,107) 1,369,580 369,445 189,726 131,831 3,402,081 Western 1,291,882 (142,120) 1,149,762 364,790 115,151 132,344 1,861,079 Central 1,008,081 (127,758) 880,323 313,033 113,004 102,966 2,160,246 Canada 805,757 (95,297) 710,460 256,119 103,334 109,886 2,544,379 Corporate (a), (d) — — — (15,283) 8,255 5,747 890,117 $ 6,260,387 $ (814,397) $ 5,445,990 $ 1,631,550 $ 752,404 $ 664,561 $ 13,992,364 (a) The majority of Corporate expenses are allocated to the five operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the five operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented. (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 3. (d) Corporate assets include cash, debt issuance costs, equity investments, operating lease right-of-use assets and corporate facility leasehold improvements and equipment. (e) Goodwill is included within total assets for each of the Company’s five operating segments. |
Changes in Goodwill by Reportable Segment | The following table shows changes in goodwill during the years ended December 31, 2021 and 2022, by reportable segment: Eastern Southern Western Central Canada Total Balance as of December 31, 2020 $ 1,374,577 $ 1,532,215 $ 442,862 $ 824,204 $ 1,552,792 $ 5,726,650 Goodwill acquired 233,146 56,576 96,870 68,005 — 454,597 Goodwill acquisition adjustments — — — — (2) (2) Goodwill divested — (324) — — — (324) Impact of changes in foreign currency — — — — 6,722 6,722 Balance as of December 31, 2021 1,607,723 1,588,467 539,732 892,209 1,559,512 6,187,643 Goodwill acquired 197,560 90,624 229,111 72,201 235,095 824,591 Impact of changes in foreign currency — — — — (109,937) (109,937) Balance as of December 31, 2022 $ 1,805,283 $ 1,679,091 $ 768,843 $ 964,410 $ 1,684,670 $ 6,902,297 |
Total Assets for Reportable Segments | Property and equipment, net relating to operations in the United States and Canada are as follows: December 31, 2022 2021 United States $ 6,201,011 $ 5,075,184 Canada 749,904 646,765 Total $ 6,950,915 $ 5,721,949 |
Reconciliation of Primary Measure of Segment Profitability to Income Before Income Tax Provision | A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Consolidated Statements of Net Income is as follows: Years ended December 31, 2022 2021 2020 Eastern segment EBITDA $ 486,649 $ 404,493 $ 343,446 Southern segment EBITDA 497,832 394,982 369,445 Western segment EBITDA 445,894 405,778 364,790 Central segment EBITDA 424,621 359,434 313,033 Canada segment EBITDA 349,403 339,859 256,119 Subtotal reportable segments 2,204,399 1,904,546 1,646,833 Unallocated corporate overhead (25,019) (19,596) (15,283) Depreciation (763,285) (673,730) (621,102) Amortization of intangibles (155,675) (139,279) (131,302) Impairments and other operating items (18,230) (32,316) (466,718) Interest expense (202,331) (162,796) (162,375) Interest income 5,950 2,916 5,253 Other income (expense), net 3,154 6,285 (1,392) Loss on early extinguishment of debt — (115,288) — Income before income tax provision $ 1,048,963 $ 770,742 $ 253,914 |
Net Income Per Share Informat_2
Net Income Per Share Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Income Per Share Information [Abstract] | |
Basic and Diluted Net Income Per Common Share | The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the years ended December 31, 2022, 2021 and 2020: Years Ended December 31, 2022 2021 2020 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 835,662 $ 618,047 $ 204,677 Denominator: Basic shares outstanding 257,383,578 261,166,723 263,189,699 Dilutive effect of equity-based awards 655,223 561,747 497,840 Diluted shares outstanding 258,038,801 261,728,470 263,687,539 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans [Abstract] | |
Multiemployer Pension Plan | Expiration EIN/Pension Plan Date of Number/ Pension Protection Act FIP/RP Collective Registration Zone Status (a) Status Company Contributions (d) Bargaining Plan Name Number 2022 2021 (b),(c) 2022 2021 2020 Agreement Western Conference of Teamsters Pension Trust 91-6145047 - 001 Green Green Not applicable $ 5,803 $ 4,963 $ 4,841 4/30/2023 to 6/30/2027 Local 731, I.B. of T., Pension Fund 36-6513567 - 001 Green for the plan year beginning 10/1/2021 Green for the plan year beginning 10/1/2021 Not applicable 4,484 4,504 4,628 9/30/2023 Suburban Teamsters of Northern Illinois Pension Fund 36-6155778 - 001 Green Green Not applicable 2,516 2,300 2,080 2/29/2024 Teamsters Local 301 Pension Fund 36-6492992 - 001 Green Green Not applicable 1,310 841 673 9/30/2023 Midwest Operating Engineers Pension Plan 36-6140097 - 001 Green for the plan year beginning 4/1/2022 Green for the plan year beginning 4/1/2021 Not applicable 542 424 316 10/31/2025 Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund 36-6042061 - 001 Green Green Not applicable 470 439 457 12/31/2022 Local 813 Pension Trust Fund 13-1975659 - 001 Critical Critical for the plan year beginning 1/1/2021 Implemented 429 258 183 11/30/2027 Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan 91-6028571 - 001 Green Green Not applicable 338 313 298 11/16/2022 IAM National Pension Fund 51-6031295 - 002 Critical Critical Implemented 342 299 310 12/31/2022 International Union of Operating Engineers Pension Trust 85512-1 Green as of 4/30/2020 Green as of 4/30/2020 Not applicable 281 295 279 3/31/2024 Multi-Sector Pension Plan 1085653 Critical as of 1/1/2021 Critical as of 1/1/2021 Not applicable 249 265 196 12/31/2023 Recycling and General Industrial Union Local 108 Pension Fund 13-6366378 - 001 Green Green Not applicable 230 217 269 2/28/2027 Nurses and Local 813 IBT Retirement Plan 13-3628926 - 001 Green Green Not applicable 97 58 52 11/30/2027 Contributions to other multiemployer plans 65 75 10 $ 17,156 $ 15,251 $ 14,592 (a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2022 and 2021 is for the plans’ years ended December 31, 2021 and 2020, 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, 2022 and 2021. (d) Of the Multiemployer Pension Plans considered to be individually significant, the Company was listed in the Form 5500 as providing more than 5% of the total contributions for the following: 1) Local No. 731, I.B. of T., Pension Fund for plan years ending September 30, 2021, 2020 and 2019; 2) Teamsters Local 301 Pension Fund for plan years ending December 31, 2021, 2020 and 2019; 3) Suburban Teamsters of Northern Illinois Pension Plan for the plan years ending December 31, 2021 and 2020; and 4) Recycling and General Industrial Union Local 108 Pension Fund for the plan years ending December 31, 2021, 2020 and 2019. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue and Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Weighted Average, Remaining Contract, Term | 4 years | ||
Capitalized contract costs | $ 23,818 | $ 18,954 | |
Sales incentives amortization expense | $ 22,675 | $ 23,671 | $ 17,138 |
Minimum [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated life of relevant customer relationship | 1 year | ||
Maximum [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated life of relevant customer relationship | 5 years | ||
Landfill and Transfer Station [Member] | Minimum [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Standard customer service agreement period | 1 year | ||
Landfill and Transfer Station [Member] | Maximum [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Standard customer service agreement period | 10 years | ||
Collection [Member] | Minimum [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Standard customer service agreement period | 1 year | ||
Collection [Member] | Maximum [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Standard customer service agreement period | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenues by Service Line (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | |||
Revenues | $ 7,211,859 | $ 6,151,361 | $ 5,445,990 |
Reportable Segments [Member] | Collection [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 5,251,027 | 4,441,426 | 3,971,678 |
Reportable Segments [Member] | Collection [Member] | Commercial [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 2,176,295 | 1,813,426 | 1,610,313 |
Reportable Segments [Member] | Collection [Member] | Residential [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,891,108 | 1,673,819 | 1,528,217 |
Reportable Segments [Member] | Collection [Member] | Industrial and Construction Roll Off [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,183,624 | 954,181 | 833,148 |
Reportable Segments [Member] | Landfill [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,328,942 | 1,233,499 | 1,146,732 |
Reportable Segments [Member] | Transfer [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,026,050 | 859,113 | 777,754 |
Reportable Segments [Member] | Recycling [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 204,876 | 205,076 | 86,389 |
Reportable Segments [Member] | E&P [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 210,562 | 138,707 | 159,438 |
Reportable Segments [Member] | Intermodal and Other [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | 188,471 | 152,194 | 118,396 |
Intercompany Revenue [Member] | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ (998,069) | $ (878,654) | $ (814,397) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary [Abstract] | |||
Beginning Balance | $ 18,480 | $ 19,380 | |
Current period provision for expected credit losses | 17,353 | 9,719 | $ 15,509 |
Write-offs charged against the allowance | (18,273) | (15,545) | |
Recoveries collected | 5,473 | 4,918 | |
Impact of changes in foreign currency | (94) | 8 | |
Ending Balance | $ 22,939 | $ 18,480 | $ 19,380 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property Plant and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 10 years |
Buildings [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 20 years |
Leasehold and Land Improvements [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 3 years |
Leasehold and Land Improvements [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 10 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 12 years |
Rolling Stock [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 3 years |
Rolling Stock [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 10 years |
Containers [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 3 years |
Containers [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Useful life | 12 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Landfill Accounting - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
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 | 329 years | |
Percentage of projected annual disposal volume from landfills with remaining lives within threshold period | 90% | |
Threshold period used for measurement of projected annual disposal volume from landfills | 70 years | |
Liability adjustments | $ 39,321 | $ (1,081) |
Landfill [Member] | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Inflation rate for purposes of computing layers for final capping, closure and post-closure obligations | 2.25% | |
Landfill [Member] | Minimum [Member] | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Inflation rate for purposes of computing layers for final capping, closure and post-closure obligations | 2.25% | |
Landfill [Member] | Maximum [Member] | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Inflation rate for purposes of computing layers for final capping, closure and post-closure obligations | 2.75% | |
Landfill [Member] | Measurement Input, Discount Rate [Member] | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 3.25% | |
Landfill [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 3.25% | |
Landfill [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Discount rate for purposes of computing layers for final capping, closure and post-closure obligations | 5.50% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Final Capping, Closure and Post-Closure Liability Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Final capping, closure and post-closure liability at the beginning of the period | $ 302,537 | $ 301,896 |
Liability adjustments | 39,321 | (1,081) |
Accretion expense associated with landfill obligations | 16,068 | 14,333 |
Closure payments | (18,834) | (21,040) |
Assumption of closure liabilities from acquisitions | 8,575 | 11,380 |
Disposition of closure liabilities from divested operations | (916) | (3,566) |
Foreign currency translation adjustment | (2,145) | 615 |
Final capping, closure and post-closure liability at the end of the period | $ 344,606 | $ 302,537 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2021 USD ($) site | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) segment site | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) segment item | Dec. 31, 2022 USD ($) segment | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of Reportable Segments | segment | 5 | 5 | 5 | 5 | ||
Forecasts period used for discounted cash flow analyses | 10 years | |||||
Perpetual revenue growth rate | 4.50% | |||||
Market Participant Rate | 7.90% | 7.90% | ||||
Number of Reporting Units | segment | 5 | 5 | 5 | |||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairments And Other Operating Charges | Impairments And Other Operating Charges | Impairments And Other Operating Charges | |||
Number of operating segments | segment | 5 | 5 | ||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairments And Other Operating Charges | Impairments And Other Operating Charges | Impairments And Other Operating Charges | |||
Intangible assets | $ 1,350,597 | $ 1,673,917 | $ 1,350,597 | $ 1,673,917 | ||
Adjustments to contingent consideration | (1,030) | $ 2,954 | $ 18,418 | |||
Exploration and Production [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Adjustments to contingent consideration | $ 4,145 | |||||
Exploration and Production [Member] | Valuation Technique, Discounted Cash Flow [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of landfills impaired | item | 4 | |||||
Impairment of property and equipment | $ 417,384 | |||||
Exploration and Production [Member] | Certain Basins [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage decline in revenue from prior year period | 56% | |||||
Exploration and Production [Member] | Four Landfill [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of property and equipment | $ 417,384 | |||||
Intangible assets | $ 0 | |||||
Impairment of intangible assets | $ 0 | |||||
Exploration and Production [Member] | Four Landfill [Member] | Valuation Technique, Discounted Cash Flow [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment charge if estimated annual cash flows was changed by ten percent | $ 3,000 | |||||
Exploration and Production [Member] | Four Landfill [Member] | Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Expected Term [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 40 years | |||||
Exploration and Production [Member] | Four Landfill [Member] | Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Discount Rate [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Derivative Asset (Liability) Net, Measurement Input | 0.12 | |||||
Exploration and Production and Sothern [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of intangible assets | $ 2,277 | |||||
Number of sites impaired | site | 2 | |||||
Impairment of property and equipment | 16,379 | |||||
Geographic Operating Segments [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment loss | $ 0 | |||||
Impairment of intangible assets | $ 0 | $ 0 | ||||
E&P [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Decline in revenue from prior year period | $ 112,114 | |||||
E&P [Member] | Southern [Member] | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of sites impaired | site | 3 | |||||
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 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Restricted Cash and Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restricted cash | $ 102,727 | $ 72,174 |
Restricted investments | 68,099 | 59,014 |
Restricted Settlement of Insurance Claims [Member] | ||
Restricted cash | 88,360 | 52,906 |
Restricted Landfill Closure and Post-Closure Obligations [Member] | ||
Restricted cash | 6,890 | 12,609 |
Restricted investments | 57,469 | 56,289 |
Restricted Other Financial Assurance Requirements [Member] | ||
Restricted cash | 7,477 | 6,659 |
Restricted investments | $ 10,630 | $ 2,725 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Carrying Values and Fair Values of Debt Instruments (Details) - Senior Notes [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Apr. 01, 2021 | |
Senior Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 100,000,000 | |||
New Senior Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 150,000,000 | |||
Senior Notes due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 125,000,000 | |||
Senior Notes due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 200,000,000 | |||
Senior Notes due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 150,000,000 | |||
Senior Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 375,000,000 | |||
Senior Notes due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 400,000,000 | |||
Senior Notes due 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 250,000,000 | |||
Senior Notes due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 500,000,000 | $ 500,000,000 | ||
Fair value of senior notes | $ 470,850,000 | $ 561,350,000 | ||
Interest rate of senior notes | 4.25% | 4.25% | ||
Senior note year due | 2028 | |||
Senior Notes due 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 500,000,000 | $ 500,000,000 | ||
Fair value of senior notes | $ 457,650,000 | $ 539,500,000 | ||
Interest rate of senior notes | 3.50% | 3.50% | ||
Senior note year due | 2029 | |||
Senior Notes due 2030 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 600,000,000 | $ 600,000,000 | ||
Fair value of senior notes | $ 510,540,000 | $ 610,440,000 | ||
Interest rate of senior notes | 2.60% | 2.60% | ||
Senior note year due | 2030 | |||
Senior Notes due 2032 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 650,000,000 | $ 650,000,000 | ||
Fair value of senior notes | $ 514,540,000 | 637,065,000 | ||
Interest rate of senior notes | 2.20% | |||
Senior note year due | 2032 | |||
New Senior Note due 2032 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 500,000,000 | 0 | ||
Fair value of senior notes | $ 429,000,000 | 0 | ||
Interest rate of senior notes | 3.20% | |||
Senior note year due | 2032 | |||
Senior Notes due 2033 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 750,000,000 | 0 | ||
Fair value of senior notes | $ 699,450,000 | 0 | ||
Interest rate of senior notes | 4.20% | |||
Senior note year due | 2033 | |||
Senior Notes due 2050 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 500,000,000 | 500,000,000 | ||
Fair value of senior notes | $ 343,300,000 | $ 496,350,000 | ||
Interest rate of senior notes | 3.05% | 3.05% | ||
Senior note year due | 2050 | |||
Senior Notes due 2052 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 850,000,000 | $ 850,000,000 | ||
Fair value of senior notes | $ 561,425,000 | $ 828,580,000 | ||
Interest rate of senior notes | 2.95% | 2.95% | ||
Senior note year due | 2052 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Derivative Financial Instruments - Narrative (Details) $ in Thousands | Dec. 31, 2022 agreement | Sep. 28, 2020 USD ($) item |
Derivative [Line Items] | ||
Number of interest rate swap agreements | agreement | 5 | |
Interest Rate Swap [Member] | ||
Derivative [Line Items] | ||
Number of derivatives terminated | item | 4 | |
Payments to terminate derivative | $ 853 | |
Interest Rate Swap Terminated [Member] | ||
Derivative [Line Items] | ||
Notional amount | $ 400,000 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Derivative Financial Instruments - Interest Rate Swaps (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) agreement | |
Derivative [Line Items] | |
Number of interest rate swap agreements | agreement | 5 |
Interest Rate Swap One [Member] | |
Derivative [Line Items] | |
Date entered | 2017-08 |
Notional amount | $ 200,000 |
Fixed interest rate paid | 2.123% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2025-10 |
Interest Rate Swap Two [Member] | |
Derivative [Line Items] | |
Date entered | 2017-08 |
Notional amount | $ 150,000 |
Fixed interest rate paid | 1.772% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2023-02 |
Interest Rate Swap Three [Member] | |
Derivative [Line Items] | |
Date entered | 2018-06 |
Notional amount | $ 200,000 |
Fixed interest rate paid | 2.848% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2025-10 |
Interest Rate Swap Four [Member] | |
Derivative [Line Items] | |
Date entered | 2018-06 |
Notional amount | $ 200,000 |
Fixed interest rate paid | 2.8284% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2025-10 |
Interest Rate Swap Five [Member] | |
Derivative [Line Items] | |
Date entered | 2018-12 |
Notional amount | $ 200,000 |
Fixed interest rate paid | 2.7715% |
Variable interest rate received | 1-month Term SOFR |
Effective date | 2022-11 |
Expiration date | 2027-07 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Derivative Financial Instruments - FV of Cash Flow Hedges (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, asset derivatives | $ 31,807 | |
Derivatives designated as cash flow hedges, liability derivatives | $ (51,081) | |
Interest Rate Swap [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, asset derivatives | 17,906 | 0 |
Derivatives designated as cash flow hedges, liability derivatives | (18,675) | |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, liability derivatives | (18,675) | |
Interest Rate Swap [Member] | Other Non-current Liabilities Member [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, liability derivatives | $ (32,406) | |
Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, asset derivatives | 17,906 | |
Interest Rate Swap [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, asset derivatives | $ 13,901 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Impact of CF Hedges on Operations, Comp Income and AOCIL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ 56,107 | $ 17,116 | $ (47,528) |
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | (4,815) | (14,936) | (7,187) |
Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 56,107 | 17,116 | (47,528) |
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | 4,815 | 14,936 | 7,187 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 56,107 | 17,116 | (47,528) |
Cash Flow Hedging [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | $ 4,815 | $ 14,936 | $ 7,187 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Contractual life of warrants | 5 years | ||
Share-based compensation expense, gross | $ 63,485 | $ 58,221 | $ 45,751 |
Share-based compensation expense, net of taxes | 47,503 | 43,495 | 34,197 |
Restricted Stock Units (RSUs) [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Unrecognized compensation cost related to unvested awards | $ 73,304 | ||
Restricted stock unit awards, vesting final year | 2027 | ||
Weighted average remaining vesting period | 1 year 4 months 24 days | ||
Restricted Stock Units (RSUs) [Member] | Progressive Waste Plans [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Share-based compensation liability | $ 8,042 | 9,008 | 7,237 |
Performance Shares [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Unrecognized compensation cost related to unvested awards | $ 18,194 | ||
Restricted stock unit awards, vesting final year | 2025 | ||
Weighted average remaining vesting period | 1 year 1 month 6 days | ||
Employee Stock Option [Member] | Progressive Waste Plans [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Share-based compensation liability | $ 3,814 | $ 4,088 | $ 3,556 |
Employee Share Purchase Plan 2020 [Member] | Minimum [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Exercise price percentage of closing price of common shares | 85% | ||
Employee Share Purchase Plan 2020 [Member] | Maximum [Member] | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Exercise price percentage of closing price of common shares | 95% |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising costs | $ 8,335 | $ 7,155 | $ 4,870 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Insurance Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrual for self insured liabilities | $ 151,379 | $ 147,757 | |
Self-insurance expense | $ 204,347 | $ 179,250 | $ 164,099 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets [Line Items] | ||
Income taxes receivable | $ 43,055 | $ 61,305 |
Inventory | 55,188 | 44,257 |
Prepaid insurance | 31,588 | 22,471 |
Unrealized cash flow hedge gains | 31,807 | |
Prepaid licenses and permits | 12,116 | 10,683 |
Other | 45,293 | 37,006 |
Total prepaid expenses and other current assets | 205,146 | 175,722 |
Interest Rate Swap [Member] | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Unrealized cash flow hedge gains | 17,906 | $ 0 |
Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Unrealized cash flow hedge gains | 17,906 | |
Interest Rate Swap [Member] | Other Assets [Member] | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Unrealized cash flow hedge gains | $ 13,901 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease right-of-use assets | $ 11,227 | $ 10,342 | |
Landfill [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Landfill depletion expense | $ 232,251 | $ 212,898 | $ 200,374 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 12,066,664 | $ 10,276,878 |
Less accumulated depreciation and depletion | (5,115,749) | (4,554,929) |
Property, Plant and Equipment, Net, Total | 6,950,915 | 5,721,949 |
Landfill [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 5,179,768 | 4,447,530 |
Rolling Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 2,835,330 | 2,483,294 |
Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,673,062 | 1,339,542 |
Containers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,180,370 | 983,602 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,065,767 | 940,723 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 132,367 | $ 82,187 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Leases [Abstract] | ||||
Operating lease impairment charge | $ 0 | |||
Finance lease impairment charge | $ 0 | |||
Remeasurements of ROU assets | $ 3,369 | $ 10,012 | $ 3,754 |
Leases - Operating and Financin
Leases - Operating and Financing Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost for operating leases | |||
Operating lease cost | $ 41,891 | $ 40,381 | $ 39,411 |
Amortization of leased assets | 2,484 | 3,424 | |
Interest on leased liabilities | 219 | 152 | |
Total lease cost | 44,594 | 43,957 | 39,411 |
Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities | 40,782 | 40,249 | 39,212 |
Operating cash flows from finance leases | 219 | 152 | |
Financing cash flows from finance leases | 5,560 | 3,133 | |
Right-of-use assets obtained in exchange for lease liabilities - operating leases | 63,648 | 17,933 | 15,117 |
Right-of-use assets obtained in exchange for lease liabilities - finance lease | $ 3,369 | $ 10,012 | $ 3,754 |
Weighted average remaining lease term | 8 years 10 months 24 days | 8 years | 8 years 7 months 6 days |
Weighted average remaining lease term - finance leases | 4 years 2 months 12 days | 4 years 10 months 24 days | 5 years 4 months 24 days |
Weighted average discount rate | 2.93% | 3.37% | 3.86% |
Weighted average discount rate - finance leases | 1.96% | 1.89% | 1.89% |
10-K Leases (Operating and Fina
10-K Leases (Operating and Financing Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 192,506 | $ 160,567 |
Less: current portion of operating lease liabilities | 35,170 | 38,017 |
Current portion of finance lease liabilities | 2,695 | |
Long-term portion of operating lease liabilities | 165,462 | $ 129,628 |
Long-term portion of finance lease liabilities | $ 8,769 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Future Minimum Lease Payments, Operating Leases | ||
2023 | $ 40,499 | |
2024 | 32,521 | |
2025 | 26,869 | |
2026 | 22,317 | |
2027 | 19,528 | |
Thereafter (year five) | 89,050 | |
Minimum lease payments | 230,784 | |
Less: imputed interest | (30,152) | |
Present value of minimum lease payments | 200,632 | |
Less: current portion of operating lease liabilities | (35,170) | $ (38,017) |
Long-term portion of operating lease liabilities | 165,462 | 129,628 |
Future Minimum Lease Payments, Finance Leases | ||
2023 | 2,906 | |
2024 | 2,905 | |
2025 | 2,905 | |
2026 | 2,320 | |
2027 | 898 | |
Minimum lease payments | 11,934 | |
Less: imputed interest, finance leases | (470) | |
Present value of minimum lease payments, finance leases | $ 11,464 | $ 10,519 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long Term Debt Current, Long Term Debt Noncurrent | Long Term Debt Current, Long Term Debt Noncurrent |
Less: current portion of finance lease liabilities | $ (2,695) | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long Term Debt Current | |
Long-term portion of finance lease liabilities | $ 8,769 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long Term Debt Noncurrent |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) entity | Dec. 31, 2022 USD ($) agreement | Dec. 31, 2021 USD ($) agreement entity | Dec. 31, 2020 USD ($) entity | |
Business Acquisition [Line Items] | |||||
Number of immaterial businesses acquired in period | entity | 24 | 30 | 21 | ||
Acquisition-related costs | $ 24,933,000 | $ 11,318,000 | $ 9,803,000 | ||
Contingent consideration | (31,616,000) | ||||
Goodwill expected to be deductible for tax purposes | 510,755,000 | $ 510,755,000 | $ 510,755,000 | 187,287,000 | 169,147,000 |
Trade receivables acquired in business combination gross contractual amount | 54,332,000 | 54,332,000 | 54,332,000 | 36,645,000 | 13,854,000 |
Trade receivables acquired in business combination expected to be uncollectible amount | 4,636,000 | $ 4,636,000 | $ 4,636,000 | $ 3,409,000 | $ 95,000 |
Number of individually immaterial acquisitions | 17 | 17 | |||
Number of immaterial businesses acquired in period | entity | 24 | 30 | 21 | ||
Acquisition-related costs | 24,933,000 | $ 11,318,000 | $ 9,803,000 | ||
Number of businesses acquired with contingent consideration | agreement | 9 | ||||
Contingent considerations | $ 31,616,000 | ||||
Payment of contingent consideration recorded at acquisition date | 16,911,000 | $ 12,934,000 | $ 12,566,000 | ||
Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payable period | 1 year | ||||
Contingent consideration payable period | 1 year | ||||
Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payable period | 2 years | ||||
Contingent consideration payable period | 2 years | ||||
Nine Acquired Businesses 2021 [Member] | |||||
Business Acquisition [Line Items] | |||||
Payment of contingent consideration recorded at acquisition date | $ 12,993,000 | ||||
Measurement Input, Discount Rate [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration, liability, measurement input | 1.5 | ||||
Contingent consideration measurement input | 1.5 |
10-K Acquisitions - Narrative (
10-K Acquisitions - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) entity | Dec. 31, 2022 USD ($) agreement | Dec. 31, 2021 USD ($) agreement entity | Dec. 31, 2020 USD ($) entity | |
Business Acquisition [Line Items] | |||||
Cash consideration, net of cash acquired | $ 2,206,901,000 | $ 960,449,000 | $ 388,789,000 | ||
Contingent considerations | 31,616,000 | ||||
Increase in contingent consideration | (1,030,000) | $ 2,954,000 | 18,418,000 | ||
Number of businesses acquired with contingent consideration | agreement | 9 | ||||
Acquisition-related costs | 24,933,000 | $ 11,318,000 | $ 9,803,000 | ||
Number of immaterial businesses acquired in period | entity | 24 | 30 | 21 | ||
Revenues | 7,211,859,000 | $ 6,151,361,000 | $ 5,445,990,000 | ||
Income before income tax provision | 1,048,963,000 | 770,742,000 | 253,914,000 | ||
Impairments and other operating items | 18,230,000 | 32,316,000 | 466,718,000 | ||
Goodwill expected to be deductible for tax purposes | 510,755,000 | $ 510,755,000 | $ 510,755,000 | 187,287,000 | 169,147,000 |
Trade receivables acquired in business combination gross contractual amount | 54,332,000 | 54,332,000 | 54,332,000 | 36,645,000 | 13,854,000 |
Trade receivables acquired in business combination expected to be uncollectible amount | 4,636,000 | $ 4,636,000 | $ 4,636,000 | $ 3,409,000 | 95,000 |
Fair value of acquired working capital is provisional | 17 | 17 | |||
Measurement Input, Discount Rate [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration measurement input | 1.5 | ||||
Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payable period | 2 years | ||||
Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payable period | 1 year | ||||
Debt [Member] | |||||
Business Acquisition [Line Items] | |||||
Liabilities incurred | $ 127,136,000 | $ 108,345,000 | $ 91,349,000 |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred to Acquire Businesses and Assets Acquired, Liabilities Assumed (Detail) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) entity | Dec. 31, 2022 USD ($) agreement | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair value of consideration transferred: | |||||
Cash | $ 2,206,901 | $ 960,449 | $ 388,789 | ||
Change in open working capital settlements at year end | 0 | 0 | 1,505 | ||
Consideration transferred | 2,334,037 | 1,068,794 | 481,643 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Accounts receivable | 49,696 | $ 49,696 | $ 49,696 | 33,236 | 13,759 |
Prepaid expenses and other current assets | 9,428 | 9,428 | 9,428 | 4,866 | 4,509 |
Restricted investments | 7,469 | 7,469 | 7,469 | 0 | 0 |
Operating lease right-of-use assets | 4,707 | 4,707 | 4,707 | 5,972 | 5,247 |
Property and equipment | 1,073,155 | 1,073,155 | 1,073,155 | 394,687 | 173,394 |
Indefinite-lived intangibles | 9,557 | 13,465 | |||
Other assets | 243 | 243 | 243 | 77 | 389 |
Current portion of operating lease liabilities | (1,546) | (1,546) | (1,546) | (1,370) | (509) |
Deferred revenue | (10,761) | (10,761) | (10,761) | (8,389) | (1,821) |
Long-term portion of operating lease liabilities | (3,161) | (3,161) | (3,161) | (4,602) | (4,738) |
Other long-term liabilities | (6,915) | (6,915) | (6,915) | (13,976) | (2,136) |
Deferred income taxes | (51,507) | (51,507) | (51,507) | (63,822) | (4,525) |
Total identifiable net assets | 1,509,446 | 1,509,446 | 1,509,446 | 614,199 | 296,340 |
Goodwill | 824,591 | 454,595 | 185,303 | ||
Goodwill expected to be deductible for tax purposes | 510,755 | $ 510,755 | $ 510,755 | 187,287 | 169,147 |
Number of individually immaterial acquisitions | 17 | 17 | |||
Trade receivables acquired in business combination gross contractual amount | 54,332 | $ 54,332 | $ 54,332 | 36,645 | 13,854 |
Trade receivables acquired in business combination expected to be uncollectible amount | 4,636 | 4,636 | 4,636 | 3,409 | 95 |
Accounts Payable and Accrued Liabilities [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Accounts payable and accrued liabilities | (56,633) | (56,633) | (56,633) | (37,827) | (14,174) |
Debt [Member] | |||||
Fair value of consideration transferred: | |||||
Debt assumed | 127,136 | 108,345 | 91,349 | ||
Contingent Consideration [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Contingent consideration | (6,642) | (6,642) | (6,642) | (31,616) | (4,688) |
Long Term Franchise Agreements And Contracts [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 239,866 | 239,866 | 239,866 | 134,827 | 59,149 |
Customer Lists [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 74,940 | 74,940 | 74,940 | 75,612 | 48,512 |
Permits and Other [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | $ 187,107 | $ 187,107 | $ 187,107 | $ 116,967 | $ 10,507 |
10-K Acquisitions - Summary of
10-K Acquisitions - Summary of Consideration Transferred to Acquire Businesses and Amounts of Identifiable Assets Acquired, Liabilities Assumed and Noncontrolling Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value of consideration transferred: | |||
Cash | $ 2,206,901 | $ 960,449 | $ 388,789 |
Change in open working capital settlements at year end | 0 | 0 | 1,505 |
Consideration transferred | 2,334,037 | 1,068,794 | 481,643 |
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts receivable | 49,696 | 33,236 | 13,759 |
Prepaid expenses and other current assets | 9,428 | 4,866 | 4,509 |
Operating lease right-of-use assets | 4,707 | 5,972 | 5,247 |
Property and equipment | 1,073,155 | 394,687 | 173,394 |
Indefinite-lived intangibles | 9,557 | 13,465 | |
Other assets | 243 | 77 | 389 |
Current portion of operating lease liabilities | (1,546) | (1,370) | (509) |
Deferred revenue | (10,761) | (8,389) | (1,821) |
Long-term portion of operating lease liabilities | (3,161) | (4,602) | (4,738) |
Other long-term liabilities | (6,915) | (13,976) | (2,136) |
Deferred income taxes | (51,507) | (63,822) | (4,525) |
Total identifiable net assets | 1,509,446 | 614,199 | 296,340 |
Goodwill | 824,591 | 454,595 | 185,303 |
Accounts Payable and Accrued Liabilities [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Accounts payable and accrued liabilities | (56,633) | (37,827) | (14,174) |
Debt [Member] | |||
Fair value of consideration transferred: | |||
Liabilities incurred | 127,136 | 108,345 | 91,349 |
Contingent Consideration [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Contingent consideration | (6,642) | (31,616) | (4,688) |
Long Term Franchise Agreements And Contracts [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 239,866 | 134,827 | 59,149 |
Customer Lists [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | 74,940 | 75,612 | 48,512 |
Permits and Other [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||
Intangibles | $ 187,107 | $ 116,967 | $ 10,507 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Long-term Franchise Agreements and Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 28 years 10 months 24 days |
Customer Lists [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 11 years 6 months |
Permits and Other [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 40 years |
Intangible Assets, Net - Exclus
Intangible Assets, Net - Exclusive of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 2,472,990 | $ 2,033,511 |
Finite-lived intangible assets, accumulated amortization | (939,902) | (823,743) |
Intangible assets, accumulated impairment loss | (40,784) | (40,784) |
Finite-lived intangible assets, net carrying amount | 1,492,304 | 1,168,984 |
Intangible assets, net, exclusive of goodwill | 1,673,917 | 1,350,597 |
Solid Waste Collection and Transportation Permits [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 181,613 | 181,613 |
Indefinite-lived intangible assets | 181,613 | 181,613 |
Long-term Franchise Agreements and Contracts [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 916,582 | 724,128 |
Finite-lived intangible assets, accumulated amortization | (297,382) | (278,827) |
Finite-lived intangible assets, net carrying amount | 619,200 | 445,301 |
Customer Lists [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 776,719 | 711,047 |
Finite-lived intangible assets, accumulated amortization | (527,425) | (450,109) |
Finite-lived intangible assets, net carrying amount | 249,294 | 260,938 |
Permits and Other [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 779,689 | 598,336 |
Finite-lived intangible assets, accumulated amortization | (115,095) | (94,807) |
Intangible assets, accumulated impairment loss | (40,784) | (40,784) |
Finite-lived intangible assets, net carrying amount | $ 623,810 | $ 462,745 |
10-K Intangible Assets, Net (In
10-K Intangible Assets, Net (Intangible Assets Exclusive of Goodwill) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 2,472,990 | $ 2,033,511 |
Finite-lived intangible assets, accumulated amortization | (939,902) | (823,743) |
Intangible assets, accumulated impairment loss | (40,784) | (40,784) |
Finite-lived intangible assets, net carrying amount | 1,492,304 | 1,168,984 |
Intangible assets, net, exclusive of goodwill | 1,673,917 | 1,350,597 |
Intangible assets, exclusive of goodwill | 2,654,603 | 2,215,124 |
Solid Waste Collection and Transportation Permits [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 181,613 | 181,613 |
Indefinite-lived intangible assets | 181,613 | 181,613 |
Long-term Franchise Agreements and Contracts [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 916,582 | 724,128 |
Finite-lived intangible assets, accumulated amortization | (297,382) | (278,827) |
Finite-lived intangible assets, net carrying amount | 619,200 | 445,301 |
Customer Lists [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 776,719 | 711,047 |
Finite-lived intangible assets, accumulated amortization | (527,425) | (450,109) |
Finite-lived intangible assets, net carrying amount | 249,294 | 260,938 |
Permits and Other [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 779,689 | 598,336 |
Finite-lived intangible assets, accumulated amortization | (115,095) | (94,807) |
Intangible assets, accumulated impairment loss | (40,784) | (40,784) |
Finite-lived intangible assets, net carrying amount | $ 623,810 | $ 462,745 |
Intangible Assets, Net - Estima
Intangible Assets, Net - Estimated Future Amortization Expense of Amortizable Intangible Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2023 | $ 153,457 |
For the year ending December 31, 2024 | 135,884 |
For the year ending December 31, 2025 | 119,071 |
For the year ending December 31, 2026 | 103,541 |
For the year ending December 31, 2027 | $ 89,959 |
10-K Intangible Assets, Net (Es
10-K Intangible Assets, Net (Estimated Future Amortization Expense of Amortizable Intangible Assets) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2023 | $ 153,457 |
For the year ending December 31, 2024 | 135,884 |
For the year ending December 31, 2025 | 119,071 |
For the year ending December 31, 2026 | 103,541 |
For the year ending December 31, 2027 | $ 89,959 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities [Line Items] | ||
Insurance claims and premiums | $ 152,242 | $ 149,864 |
Payroll and payroll-related | 126,301 | 141,877 |
Interest payable | 47,612 | 28,729 |
Final capping, closure and post-closure liability - current portion | 17,336 | 19,925 |
Property taxes | 11,218 | 8,833 |
Environmental remediation reserve - current portion | 3,165 | 2,300 |
Cell processing reserve - current portion | 2,939 | 3,364 |
Share-based compensation plan liability - current portion | 2,344 | 2,423 |
Transaction-related expenses | 1,627 | 3,130 |
Unrealized cash flow hedge losses | 51,081 | |
Other | 66,463 | 63,476 |
Accrued Liabilities, Current, Total | $ 431,247 | 442,596 |
Interest Rate Swap [Member] | ||
Accrued Liabilities [Line Items] | ||
Unrealized cash flow hedge losses | 18,675 | |
Interest Rate Swap [Member] | Accrued Liabilities [Member] | ||
Accrued Liabilities [Line Items] | ||
Unrealized cash flow hedge losses | 18,675 | |
Interest Rate Swap [Member] | Other Non-current Liabilities Member [Member] | ||
Accrued Liabilities [Line Items] | ||
Unrealized cash flow hedge losses | $ 32,406 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Apr. 01, 2021 | |
Debt Instrument [Line Items] | ||||
Total debt and lease obligations | $ 6,963,401,000 | $ 5,101,971,000 | ||
Less - current portion | (6,759,000) | (6,020,000) | ||
Finance leases | 11,464,000 | 10,519,000 | ||
Less - current portion | (6,759,000) | (6,020,000) | ||
Less - unamortized debt discount and issuance costs | 66,493,000 | 55,451,000 | ||
Long-term debt and notes payable | 6,890,149,000 | 5,040,500,000 | ||
Long-term debt and lease obligation | $ 6,890,149,000 | 5,040,500,000 | ||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Finance leases interest rate | 1.89% | |||
Finance leases, expiration year | 2026 | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Finance leases interest rate | 2.16% | |||
Finance leases, expiration year | 2027 | |||
Term Loan Agreement [Member] | Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 800,000,000 | 0 | ||
Interest rate | 5.42% | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 614,705,000 | 803,944,000 | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, interest rate | 5.42% | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, interest rate | 5.74% | |||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 650,000,000 | 650,000,000 | ||
Line of credit, interest rate | 5.42% | |||
Senior Notes due 2021 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 100,000,000 | |||
New Senior Notes due 2021 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 150,000,000 | |||
Senior Notes due 2022 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 125,000,000 | |||
Senior Notes due 2023 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 200,000,000 | |||
Senior Notes due 2024 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 150,000,000 | |||
Senior Notes due 2025 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 375,000,000 | |||
Senior Notes due 2026 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 400,000,000 | |||
Senior Notes due 2027 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 250,000,000 | |||
Senior Notes due 2028 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||
Interest rate | 4.25% | 4.25% | ||
Senior note year due | 2028 | |||
Debt instrument, redemption period | Sep. 01, 2028 | |||
Senior Notes due 2029 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||
Interest rate | 3.50% | 3.50% | ||
Senior note year due | 2029 | |||
Debt instrument, redemption period | Feb. 01, 2029 | |||
Senior Notes due 2030 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 600,000,000 | $ 600,000,000 | ||
Interest rate | 2.60% | 2.60% | ||
Senior note year due | 2030 | |||
Debt instrument, redemption period | Nov. 01, 2029 | |||
Senior Notes due 2032 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 650,000,000 | $ 650,000,000 | ||
Interest rate | 2.20% | |||
Senior note year due | 2032 | |||
Debt instrument, redemption period | Oct. 15, 2031 | |||
New Senior Note due 2032 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 500,000,000 | 0 | ||
Interest rate | 3.20% | |||
Senior note year due | 2032 | |||
Debt instrument, redemption period | Mar. 01, 2032 | |||
Senior Notes due 2033 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 750,000,000 | 0 | ||
Interest rate | 4.20% | |||
Senior note year due | 2033 | |||
Debt instrument, redemption period | Oct. 15, 2032 | |||
Senior Notes due 2050 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||
Interest rate | 3.05% | 3.05% | ||
Senior note year due | 2050 | |||
Debt instrument, redemption period | Oct. 01, 2049 | |||
Senior Notes due 2052 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 850,000,000 | $ 850,000,000 | ||
Interest rate | 2.95% | 2.95% | ||
Senior note year due | 2052 | |||
Debt instrument, redemption period | Jul. 15, 2051 | |||
Notes Payable to Sellers and Other Third Parties [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 37,232,000 | $ 37,508,000 | ||
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.42% | |||
Senior note year due | 2024 | |||
Notes Payable to Sellers and Other Third Parties [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 10.35% | |||
Senior note year due | 2036 |
10-K - Long-Term Debt - Narrati
10-K - Long-Term Debt - Narrative (Details) - USD ($) | 12 Months Ended | |||||||||||
Oct. 31, 2022 | Aug. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 20, 2021 | Mar. 13, 2020 | Jan. 23, 2020 | Dec. 31, 2019 | Apr. 16, 2019 | Nov. 16, 2018 | |
Debt Instrument [Line Items] | ||||||||||||
Cash and equivalents | $ 78,637,000 | $ 147,441,000 | ||||||||||
Cash and cash equivalents | 181,364,000 | 219,615,000 | $ 714,389,000 | $ 423,221,000 | ||||||||
Loss from extinguishment of debt | $ 0 | (115,288,000) | 0 | |||||||||
Credit Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Jul. 30, 2026 | |||||||||||
Credit facility | $ 2,500,000,000 | |||||||||||
Covenant description | as of the last day of each fiscal quarter, the ratio of (a) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations). | |||||||||||
Covenant compliance | As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date | |||||||||||
Credit Agreement [Member] | Letter of Credit [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Letter of credit | $ 41,793,000 | 112,281,000 | ||||||||||
Credit facility | 320,000,000 | |||||||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs | 8,674,000 | |||||||||||
Credit facility | 1,850,000,000 | |||||||||||
Long term debt | $ 614,705,000 | $ 803,944,000 | ||||||||||
Commitment - rate applicable | 0.09% | 0.09% | ||||||||||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility | $ 650,000,000 | |||||||||||
Credit Agreement [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate applicable | 5.42% | |||||||||||
Commitment - rate applicable | 0.065% | |||||||||||
Credit Agreement [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Required leverage ratio during material acquisition period | 4.25 | |||||||||||
Required leverage ratio | 3.75 | |||||||||||
Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate applicable | 5.74% | |||||||||||
Commitment - rate applicable | 0.15% | |||||||||||
Credit Agreement [Member] | Maximum [Member] | Swing Line Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Swing line loans | $ 100,000,000 | |||||||||||
Other Facilities Not Affiliated With Credit Agreement [Member] | Letter of Credit [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Letter of credit | 85,319,000 | |||||||||||
Notes Payable to Sellers and Other Third Parties [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 37,232,000 | $ 37,508,000 | ||||||||||
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 2.42% | |||||||||||
Senior note year due | 2024 | |||||||||||
Notes Payable to Sellers and Other Third Parties [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 10.35% | |||||||||||
Senior note year due | 2036 | |||||||||||
Drawing Fees For Bankers Acceptance And Ba Equivalent Notes And Letter Of Credit [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 0.75% | |||||||||||
Drawing Fees For Bankers Acceptance And Ba Equivalent Notes And Letter Of Credit [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 1.25% | |||||||||||
Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of aggregate principal amount to be repurchased if change of control | 100% | |||||||||||
Covenant compliance | As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Indenture | |||||||||||
Senior Notes [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of aggregate principal amount to be repurchased if change of control | 101% | |||||||||||
Senior Notes [Member] | Senior Notes due 2021 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Apr. 01, 2021 | |||||||||||
Long term debt | $ 100,000,000 | |||||||||||
Senior Notes [Member] | New Senior Notes due 2021 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Jun. 01, 2021 | |||||||||||
Long term debt | $ 150,000,000 | |||||||||||
Senior Notes [Member] | Senior Notes due 2022 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Aug. 20, 2022 | |||||||||||
Long term debt | $ 125,000,000 | |||||||||||
Senior Notes [Member] | Senior Notes due 2023 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Jun. 01, 2023 | |||||||||||
Long term debt | $ 200,000,000 | |||||||||||
Senior Notes [Member] | Senior Notes due 2024 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Apr. 20, 2024 | |||||||||||
Long term debt | $ 150,000,000 | |||||||||||
Senior Notes [Member] | Senior Notes due 2025 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Aug. 20, 2025 | |||||||||||
Long term debt | $ 375,000,000 | |||||||||||
Senior Notes [Member] | Senior Notes due 2026 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Jun. 01, 2026 | |||||||||||
Long term debt | $ 400,000,000 | |||||||||||
Senior Notes [Member] | Senior Notes due 2027 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maturity date | Apr. 20, 2027 | |||||||||||
Long term debt | $ 250,000,000 | |||||||||||
Senior Notes [Member] | Senior Notes due 2028 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||||
Interest rate | 4.25% | 4.25% | ||||||||||
Maturity date | Dec. 01, 2028 | |||||||||||
Debt instrument, redemption period | Sep. 01, 2028 | |||||||||||
Debt issuance costs | $ 5,792,000 | |||||||||||
Percentage of aggregate principal amount to be repurchased if change of control | 100% | |||||||||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||||||||||
Senior note year due | 2028 | |||||||||||
Senior Notes [Member] | Senior Notes due 2029 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||||
Interest rate | 3.50% | 3.50% | ||||||||||
Maturity date | May 01, 2029 | |||||||||||
Debt instrument, redemption period | Feb. 01, 2029 | |||||||||||
Debt issuance costs | $ 5,954,000 | |||||||||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||||||||||
Senior note year due | 2029 | |||||||||||
Senior Notes [Member] | Senior Notes due 2029 [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of aggregate principal amount to be repurchased if change of control | 100% | |||||||||||
Senior Notes [Member] | Senior Notes due 2030 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 600,000,000 | |||||||||||
Interest rate | 2.60% | 2.60% | ||||||||||
Maturity date | Feb. 01, 2030 | |||||||||||
Debt instrument, redemption period | Nov. 01, 2029 | |||||||||||
Debt issuance costs | $ 5,435,000 | |||||||||||
Percentage of aggregate principal amount to be repurchased if change of control | 100% | |||||||||||
Long term debt | $ 600,000,000 | $ 600,000,000 | ||||||||||
Senior note year due | 2030 | |||||||||||
Senior Notes [Member] | Senior Notes due 2032 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 650,000,000 | |||||||||||
Interest rate | 2.20% | |||||||||||
Maturity date | Jan. 15, 2032 | |||||||||||
Debt instrument, redemption period | Oct. 15, 2031 | |||||||||||
Debt discount | $ 1,066,000 | |||||||||||
Debt issuance costs | $ 5,979,000 | |||||||||||
Percentage of aggregate principal amount to be repurchased if change of control | 100% | |||||||||||
Long term debt | $ 650,000,000 | $ 650,000,000 | ||||||||||
Senior note year due | 2032 | |||||||||||
Senior Notes [Member] | Senior Notes due 2050 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||||
Interest rate | 3.05% | 3.05% | ||||||||||
Maturity date | Apr. 01, 2050 | |||||||||||
Debt instrument, redemption period | Oct. 01, 2049 | |||||||||||
Debt discount | $ 7,375,000 | |||||||||||
Debt issuance costs | $ 5,682,000 | |||||||||||
Percentage of aggregate principal amount to be repurchased if change of control | 100% | |||||||||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||||||||||
Senior note year due | 2050 | |||||||||||
Senior Notes [Member] | Senior Notes due 2052 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 850,000 | |||||||||||
Interest rate | 2.95% | 2.95% | ||||||||||
Maturity date | Jan. 15, 2052 | |||||||||||
Debt instrument, redemption period | Jul. 15, 2051 | |||||||||||
Debt discount | $ 12,742,000 | |||||||||||
Debt issuance costs | $ 9,732,000 | |||||||||||
Percentage of aggregate principal amount to be repurchased if change of control | 100% | |||||||||||
Long term debt | $ 850,000,000 | $ 850,000,000 | ||||||||||
Senior note year due | 2052 | |||||||||||
Senior Notes [Member] | Private Placement Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt extinguishment | 1,500,000,000 | |||||||||||
Senior Notes [Member] | Private Placement Notes Make Whole Payment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt extinguishment | 110,617,000 | |||||||||||
Term Loan Facility [Member] | Term Loan Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 800,000,000 | |||||||||||
Interest rate | 5.42% | |||||||||||
Maturity date | Jul. 30, 2026 | |||||||||||
Debt issuance costs | $ 1,725,000 | |||||||||||
Long term debt | $ 800,000,000 | 0 | ||||||||||
Margin rate for loans | 1% | |||||||||||
Covenant description | as of the last day of each fiscal quarter, the ratio of (i) Consolidated Total Funded Debt (as defined in the Term Loan Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Term Loan Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations) | |||||||||||
Covenant compliance | As of December 31, 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement. | |||||||||||
Term Loan Facility [Member] | Term Loan Agreement [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Required leverage ratio during material acquisition period | 4.25 | |||||||||||
Required leverage ratio | 3.75 | |||||||||||
Term Loan Facility [Member] | Credit Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 650,000,000 | 650,000,000 | ||||||||||
Interest rate applicable | 5.42% | |||||||||||
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 | 3,000,000,000 | |||||||||||
Other Assets [Member] | Credit Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepaid expense, debt issuance costs | 2,901,000 | |||||||||||
Debt [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Liabilities incurred | $ 127,136,000 | 108,345,000 | $ 91,349,000 | |||||||||
SOFR [Member] | Credit Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 0.10% | |||||||||||
SOFR [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 391,000,000 | |||||||||||
Margin rate for loans | 1% | |||||||||||
Interest rate applicable | 5.42% | |||||||||||
SOFR [Member] | Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 650,000,000 | |||||||||||
Margin rate for loans | 1% | |||||||||||
Interest rate applicable | 5.42% | |||||||||||
SOFR [Member] | Term Loan Facility [Member] | Term Loan Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 0.10% | |||||||||||
SOFR [Member] | Term Loan Facility [Member] | Term Loan Agreement [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 0.75% | |||||||||||
SOFR [Member] | Term Loan Facility [Member] | Term Loan Agreement [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 1.25% | |||||||||||
LIBOR [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 631,000,000 | |||||||||||
Margin rate for loans | 1% | |||||||||||
Interest rate applicable | 1.10% | |||||||||||
LIBOR [Member] | Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 650,000,000 | |||||||||||
Margin rate for loans | 1.20% | |||||||||||
Interest rate applicable | 1.10% | |||||||||||
Base Rate [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 158,000,000 | |||||||||||
Margin rate for loans | 0% | |||||||||||
Interest rate applicable | 3.25% | |||||||||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 0% | |||||||||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 0.25% | |||||||||||
Base Rate [Member] | Term Loan Facility [Member] | Term Loan Agreement [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 0% | |||||||||||
Base Rate [Member] | Term Loan Facility [Member] | Term Loan Agreement [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Margin rate for loans | 0.25% | |||||||||||
Canadian Bankers Acceptance Loan [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 223,705,000 | $ 3,944,000 | ||||||||||
Margin rate for loans | 1% | 1% | ||||||||||
Interest rate applicable | 5.74% | 1.45% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 12 Months Ended | |||||||||
Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 18, 2022 | Mar. 09, 2022 | Sep. 20, 2021 | Mar. 13, 2020 | Jan. 23, 2020 | Apr. 16, 2019 | |
Loss from extinguishment of debt | $ 0 | $ (115,288,000) | $ 0 | |||||||
Debt discount and issuance costs | $ (66,493,000) | $ (55,451,000) | ||||||||
Credit Agreement [Member] | ||||||||||
Maturity date | Jul. 30, 2026 | |||||||||
Debt Instrument, Covenant Compliance | As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date | |||||||||
Covenant description | as of the last day of each fiscal quarter, the ratio of (a) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations). | |||||||||
Credit facility maximum borrowing capacity | $ 2,500,000,000 | |||||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Commitment - rate applicable | 0.09% | 0.09% | ||||||||
Debt issuance costs | $ 8,674,000 | |||||||||
Credit facility maximum borrowing capacity | 1,850,000,000 | |||||||||
Credit Agreement [Member] | Letter of Credit [Member] | ||||||||||
Credit facility maximum borrowing capacity | 320,000,000 | |||||||||
Letter of credit | $ 41,793,000 | $ 112,281,000 | ||||||||
Credit Agreement [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||||||||
Commitment - rate applicable | 0.065% | |||||||||
Credit Agreement [Member] | Maximum [Member] | ||||||||||
Required leverage ratio | 3.75 | |||||||||
Required leverage ratio during material acquisition period | 4.25 | |||||||||
Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||||
Commitment - rate applicable | 0.15% | |||||||||
Credit Agreement [Member] | Maximum [Member] | Swing Line Loans [Member] | ||||||||||
Swing line loans | $ 100,000,000 | |||||||||
Other Facilities Not Affiliated With Credit Agreement [Member] | Letter of Credit [Member] | ||||||||||
Letter of credit | $ 85,319,000 | |||||||||
Drawing Fees For Bankers Acceptance And Ba Equivalent Notes And Letter Of Credit [Member] | Minimum [Member] | ||||||||||
Margin rate for loans | 0.75% | |||||||||
Drawing Fees For Bankers Acceptance And Ba Equivalent Notes And Letter Of Credit [Member] | Maximum [Member] | ||||||||||
Margin rate for loans | 1.25% | |||||||||
SOFR [Member] | Credit Agreement [Member] | ||||||||||
Margin rate for loans | 0.10% | |||||||||
SOFR [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Margin rate for loans | 1% | |||||||||
LIBOR [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Margin rate for loans | 1% | |||||||||
Base Rate [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Margin rate for loans | 0% | |||||||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Minimum [Member] | ||||||||||
Margin rate for loans | 0% | |||||||||
Base Rate [Member] | Canadian Prime Rate Loans and Swing Line Loans [Member] | Maximum [Member] | ||||||||||
Margin rate for loans | 0.25% | |||||||||
Canadian Bankers Acceptance Loan [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Margin rate for loans | 1% | 1% | ||||||||
Term Loan Facility [Member] | Term Loan Agreement [Member] | ||||||||||
Aggregate principal amount | $ 800,000,000 | |||||||||
Interest rate | 5.42% | |||||||||
Margin rate for loans | 1% | |||||||||
Maturity date | Jul. 30, 2026 | |||||||||
Debt Instrument, Covenant Compliance | As of December 31, 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement. | |||||||||
Covenant description | as of the last day of each fiscal quarter, the ratio of (i) Consolidated Total Funded Debt (as defined in the Term Loan Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Term Loan Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations) | |||||||||
Debt issuance costs | $ 1,725,000 | |||||||||
Term Loan Facility [Member] | Term Loan Agreement [Member] | Maximum [Member] | ||||||||||
Required leverage ratio | 3.75 | |||||||||
Required leverage ratio during material acquisition period | 4.25 | |||||||||
Term Loan Facility [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Credit facility maximum increase to borrowing capacity | $ 500,000,000 | |||||||||
Maximum amount of increase in commitments under the credit agreement | $ 3,000,000,000 | |||||||||
Term Loan Facility [Member] | SOFR [Member] | Term Loan Agreement [Member] | ||||||||||
Margin rate for loans | 0.10% | |||||||||
Term Loan Facility [Member] | SOFR [Member] | Term Loan Agreement [Member] | Minimum [Member] | ||||||||||
Margin rate for loans | 0.75% | |||||||||
Term Loan Facility [Member] | SOFR [Member] | Term Loan Agreement [Member] | Maximum [Member] | ||||||||||
Margin rate for loans | 1.25% | |||||||||
Term Loan Facility [Member] | Base Rate [Member] | Term Loan Agreement [Member] | Minimum [Member] | ||||||||||
Margin rate for loans | 0% | |||||||||
Term Loan Facility [Member] | Base Rate [Member] | Term Loan Agreement [Member] | Maximum [Member] | ||||||||||
Margin rate for loans | 0.25% | |||||||||
Senior Notes [Member] | ||||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||
Debt Instrument, Covenant Compliance | As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Indenture | |||||||||
Senior Notes [Member] | Minimum [Member] | ||||||||||
Percentage of principal amount redeemed | 25% | |||||||||
Senior Notes [Member] | Maximum [Member] | ||||||||||
Debt instrument, redemption price, percentage | 101% | |||||||||
Senior Notes [Member] | Senior Notes due 2029 [Member] | ||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||
Interest rate | 3.50% | 3.50% | ||||||||
Maturity date | May 01, 2029 | |||||||||
Debt instrument, redemption period | Feb. 01, 2029 | |||||||||
Debt issuance costs | $ 5,954,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2029 [Member] | Minimum [Member] | ||||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||
Senior Notes [Member] | Senior Notes due 2030 [Member] | ||||||||||
Aggregate principal amount | $ 600,000,000 | |||||||||
Interest rate | 2.60% | 2.60% | ||||||||
Maturity date | Feb. 01, 2030 | |||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||
Debt instrument, redemption period | Nov. 01, 2029 | |||||||||
Debt issuance costs | $ 5,435,000 | |||||||||
Senior Notes [Member] | New Senior Note due 2032 [Member] | ||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||
Interest rate | 3.20% | |||||||||
Maturity date | Jun. 01, 2032 | |||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||
Debt instrument, redemption period | Mar. 01, 2032 | |||||||||
Debt issuance costs | $ 4,668,000 | |||||||||
Debt discount | $ 375,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2033 [Member] | ||||||||||
Aggregate principal amount | $ 750,000,000 | |||||||||
Interest rate | 4.20% | |||||||||
Maturity date | Jan. 15, 2033 | |||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||
Debt instrument, redemption period | Oct. 15, 2032 | |||||||||
Debt issuance costs | $ 6,878,000 | |||||||||
Debt discount | $ 2,040,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2032 [Member] | ||||||||||
Aggregate principal amount | $ 650,000,000 | |||||||||
Interest rate | 2.20% | |||||||||
Maturity date | Jan. 15, 2032 | |||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||
Debt instrument, redemption period | Oct. 15, 2031 | |||||||||
Debt issuance costs | $ 5,979,000 | |||||||||
Debt discount | $ 1,066,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2052 [Member] | ||||||||||
Aggregate principal amount | $ 850,000 | |||||||||
Interest rate | 2.95% | 2.95% | ||||||||
Maturity date | Jan. 15, 2052 | |||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||
Debt instrument, redemption period | Jul. 15, 2051 | |||||||||
Debt issuance costs | $ 9,732,000 | |||||||||
Debt discount | $ 12,742,000 | |||||||||
Senior Notes [Member] | Senior Notes due 2050 [Member] | ||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||
Interest rate | 3.05% | 3.05% | ||||||||
Maturity date | Apr. 01, 2050 | |||||||||
Debt instrument, redemption price, percentage | 100% | |||||||||
Debt instrument, redemption period | Oct. 01, 2049 | |||||||||
Debt issuance costs | $ 5,682,000 | |||||||||
Debt discount | $ 7,375,000 |
Long-Term Debt - Long-Term De_2
Long-Term Debt - Long-Term Debt (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Apr. 01, 2021 | |
Debt Instrument [Line Items] | ||||
Total debt and lease obligations | $ 6,963,401,000 | $ 5,101,971,000 | ||
Less - current portion | (6,759,000) | (6,020,000) | ||
Finance leases | 11,464,000 | 10,519,000 | ||
Less - current portion | (6,759,000) | (6,020,000) | ||
Debt discount and issuance costs | (66,493,000) | (55,451,000) | ||
Long-term debt and notes payable | 6,890,149,000 | 5,040,500,000 | ||
Long-term debt and lease obligation | $ 6,890,149,000 | 5,040,500,000 | ||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Finance leases, expiration year | 2026 | |||
Finance leases interest rate | 1.89% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Finance leases, expiration year | 2027 | |||
Finance leases interest rate | 2.16% | |||
Senior Notes [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of principal amount redeemed | 25% | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 614,705,000 | 803,944,000 | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, interest rate | 5.42% | |||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit, interest rate | 5.74% | |||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 650,000,000 | 650,000,000 | ||
Line of credit, interest rate | 5.42% | |||
Senior Notes due 2021 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 100,000,000 | |||
New Senior Notes due 2021 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 150,000,000 | |||
Senior Notes due 2022 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 125,000,000 | |||
Senior Notes due 2023 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 200,000,000 | |||
Senior Notes due 2024 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 150,000,000 | |||
Senior Notes due 2025 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 375,000,000 | |||
Senior Notes due 2026 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | 400,000,000 | |||
Senior Notes due 2027 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 250,000,000 | |||
Senior Notes due 2028 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||
Interest rate | 4.25% | 4.25% | ||
Senior note year due | 2028 | |||
Senior Notes due 2029 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||
Interest rate | 3.50% | 3.50% | ||
Senior note year due | 2029 | |||
Senior Notes due 2030 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 600,000,000 | $ 600,000,000 | ||
Interest rate | 2.60% | 2.60% | ||
Senior note year due | 2030 | |||
Senior Notes due 2032 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 650,000,000 | $ 650,000,000 | ||
Interest rate | 2.20% | |||
Senior note year due | 2032 | |||
Senior Notes due 2050 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 500,000,000 | $ 500,000,000 | ||
Interest rate | 3.05% | 3.05% | ||
Senior note year due | 2050 | |||
Senior Notes due 2052 [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 850,000,000 | $ 850,000,000 | ||
Interest rate | 2.95% | 2.95% | ||
Senior note year due | 2052 | |||
Notes Payable to Sellers and Other Third Parties [Member] | ||||
Debt Instrument [Line Items] | ||||
Long term debt | $ 37,232,000 | $ 37,508,000 | ||
Notes Payable to Sellers and Other Third Parties [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.42% | |||
Senior note year due | 2024 | |||
Notes Payable to Sellers and Other Third Parties [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 10.35% | |||
Senior note year due | 2036 |
Long-Term Debt (Details of the
Long-Term Debt (Details of the Company's Credit Agreement) (Details) - Credit Agreement [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Available | $ 1,193,502 | $ 933,775 |
Amount drawn | $ 614,705 | $ 803,944 |
Commitment - rate applicable | 0.09% | 0.09% |
Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Letter of credit | $ 41,793 | $ 112,281 |
SOFR [Member] | ||
Line of Credit Facility [Line Items] | ||
Margin rate for loans | 0.10% | |
SOFR [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount drawn | $ 391,000 | |
Interest rate applicable | 5.42% | |
Margin rate for loans | 1% | |
SOFR [Member] | Term Loan Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount drawn | $ 650,000 | |
Interest rate applicable | 5.42% | |
Margin rate for loans | 1% | |
LIBOR [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount drawn | $ 631,000 | |
Interest rate applicable | 1.10% | |
Margin rate for loans | 1% | |
LIBOR [Member] | Term Loan Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount drawn | $ 650,000 | |
Interest rate applicable | 1.10% | |
Margin rate for loans | 1.20% | |
Base Rate [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount drawn | $ 158,000 | |
Interest rate applicable | 3.25% | |
Margin rate for loans | 0% | |
US Swing Line Loan [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount drawn | $ 11,000 | |
Interest rate applicable | 3.25% | |
Margin rate for loans | 0% | |
Canadian Bankers Acceptance Loan [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Amount drawn | $ 223,705 | $ 3,944 |
Interest rate applicable | 5.74% | 1.45% |
Margin rate for loans | 1% | 1% |
Long-Term Debt - Details of the
Long-Term Debt - Details of the Company's Credit Agreement (Details) - Credit Agreement [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Available | $ 1,193,502 | $ 933,775 |
Commitment - rate applicable | 0.09% | 0.09% |
Amount drawn | $ 614,705 | $ 803,944 |
Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Letter of credit | $ 41,793 | $ 112,281 |
Base Rate [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 3.25% | |
Margin rate for loans | 0% | |
Amount drawn | $ 158,000 | |
LIBOR [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 1.10% | |
Margin rate for loans | 1% | |
Amount drawn | $ 631,000 | |
LIBOR [Member] | Term Loan Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 1.10% | |
Margin rate for loans | 1.20% | |
Amount drawn | $ 650,000 | |
Canadian Bankers Acceptance Loan [Member] | Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate applicable | 5.74% | 1.45% |
Margin rate for loans | 1% | 1% |
Amount drawn | $ 223,705 | $ 3,944 |
Long-Term Debt - Future Princip
Long-Term Debt - Future Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-Term Debt [Abstract] | ||
2023 | $ 6,759 | |
2024 | 10,636 | |
2025 | 7,112 | |
2026 | 2,071,152 | |
2027 | 5,179 | |
Thereafter | 4,862,563 | |
Total debt and lease obligations | $ 6,963,401 | $ 5,101,971 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Carrying Values and Fair Values of Debt Instruments (Details) - Senior Notes [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Apr. 01, 2021 | |
Senior Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 100,000,000 | |||
New Senior Notes due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 150,000,000 | |||
Senior Notes due 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 125,000,000 | |||
Senior Notes due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 200,000,000 | |||
Senior Notes due 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 150,000,000 | |||
Senior Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 375,000,000 | |||
Senior Notes due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | 400,000,000 | |||
Senior Notes due 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 250,000,000 | |||
Senior Notes due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 500,000,000 | $ 500,000,000 | ||
Fair value of senior notes | $ 470,850,000 | $ 561,350,000 | ||
Interest rate | 4.25% | 4.25% | ||
Senior note year due | 2028 | |||
Senior Notes due 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 500,000,000 | $ 500,000,000 | ||
Fair value of senior notes | $ 457,650,000 | $ 539,500,000 | ||
Interest rate | 3.50% | 3.50% | ||
Senior note year due | 2029 | |||
Senior Notes due 2030 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 600,000,000 | $ 600,000,000 | ||
Fair value of senior notes | $ 510,540,000 | $ 610,440,000 | ||
Interest rate | 2.60% | 2.60% | ||
Senior note year due | 2030 | |||
Senior Notes due 2032 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 650,000,000 | $ 650,000,000 | ||
Fair value of senior notes | $ 514,540,000 | 637,065,000 | ||
Interest rate | 2.20% | |||
Senior note year due | 2032 | |||
New Senior Note due 2032 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 500,000,000 | 0 | ||
Fair value of senior notes | $ 429,000,000 | 0 | ||
Interest rate | 3.20% | |||
Senior note year due | 2032 | |||
Senior Notes due 2033 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 750,000,000 | 0 | ||
Fair value of senior notes | $ 699,450,000 | 0 | ||
Interest rate | 4.20% | |||
Senior note year due | 2033 | |||
Senior Notes due 2050 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 500,000,000 | 500,000,000 | ||
Fair value of senior notes | $ 343,300,000 | $ 496,350,000 | ||
Interest rate | 3.05% | 3.05% | ||
Senior note year due | 2050 | |||
Senior Notes due 2052 [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of senior notes | $ 850,000,000 | $ 850,000,000 | ||
Fair value of senior notes | $ 561,425,000 | $ 828,580,000 | ||
Interest rate | 2.95% | 2.95% | ||
Senior note year due | 2052 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 102,727 | $ 72,174 |
Contingent consideration | (31,616) | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 102,727 | 72,174 |
Restricted investments | 66,402 | 58,797 |
Contingent consideration | (81,415) | (94,308) |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 31,807 | (51,081) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 102,727 | 72,174 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 66,402 | 58,797 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 31,807 | (51,081) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ (81,415) | $ (94,308) |
10-K Fair Value of Financial In
10-K Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 102,727 | $ 72,174 |
Contingent consideration | (31,616) | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 102,727 | 72,174 |
Restricted investments | 66,402 | 58,797 |
Contingent consideration | (81,415) | (94,308) |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 31,807 | (51,081) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 102,727 | 72,174 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted investments | 66,402 | 58,797 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instrument - net | 31,807 | (51,081) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ (81,415) | $ (94,308) |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value for Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value [Abstract] | |||
Beginning balance | $ 94,308 | $ 71,736 | |
Contingent consideration recorded at acquisition date | 6,642 | 31,616 | |
Payment of contingent consideration recorded at acquisition date | (16,911) | (12,934) | |
Payment of contingent consideration recorded in earnings | (2,982) | (520) | |
Adjustments to contingent consideration | (1,030) | 2,954 | $ 18,418 |
Interest accretion expense | 1,417 | 1,470 | |
Foreign currency translation adjustment | (29) | (14) | |
Ending balance | $ 81,415 | $ 94,308 | $ 71,736 |
Payment of contingent consideration recorded in earnings, location | Impairments and other operating items |
Derivative Financial Instrument
Derivative Financial Instruments - Cash Flow Hedges Impact on Financial Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ (56,107) | $ (17,116) | $ 47,528 |
Amounts reclassified into earnings, net of taxes | 4,815 | 14,936 | 7,187 |
Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | (56,107) | (17,116) | 47,528 |
Amounts reclassified into earnings, net of taxes | (4,815) | (14,936) | (7,187) |
Cash Flow Hedging [Member] | Interest Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amounts reclassified into earnings, net of taxes | (4,815) | (14,936) | (7,187) |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ (56,107) | $ (17,116) | $ 47,528 |
10-K Fair Value of Financial _2
10-K Fair Value of Financial Instruments - Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value [Abstract] | |||
Beginning balance | $ 94,308 | $ 71,736 | |
Contingent consideration recorded at acquisition date | 6,642 | 31,616 | |
Payment of contingent consideration recorded at acquisition date | (16,911) | (12,934) | |
Payment of contingent consideration recorded in earnings | $ (2,982) | (520) | |
Payment of contingent consideration recorded in earnings, location | Impairments and other operating items | ||
Adjustments to contingent consideration | $ (1,030) | 2,954 | $ 18,418 |
Interest accretion expense | 1,417 | 1,470 | |
Foreign currency translation adjustment | (29) | (14) | |
Ending balance | $ 81,415 | $ 94,308 | $ 71,736 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) T in Millions | 7 Months Ended | 12 Months Ended | ||
Aug. 10, 2018 USD ($) | Mar. 06, 2018 USD ($) | Jul. 25, 2017 USD ($) | Dec. 31, 2022 USD ($) T | |
Contingencies And Commitments [Line Items] | ||||
Threshold used for disclosing environmental matters involving potential monetary sanctions | $ 1,000,000 | |||
Minimum required threshold for disclosing environmental matters involving potential monetary sanctions | $ 300,000 | |||
Bridge and Thoroughfare Fee [Member] | ||||
Contingencies And Commitments [Line Items] | ||||
Loss contingency amount sought | $ 83,000 | $ 11,600,000 | ||
Noncompliance fee | $ 750 | |||
Chiquita Canyon, LLC [Member] | ||||
Contingencies And Commitments [Line Items] | ||||
Annual tons of waste accepted at landfill | T | 2.6 | |||
Estimate of total new fees and other new taxes over the life of the conditional use permit | $ 300,000,000 | |||
Penalties [Member] | Bridge and Thoroughfare Fee [Member] | ||||
Contingencies And Commitments [Line Items] | ||||
Fee paid | $ 83,000 | |||
Fees [Member] | Bridge and Thoroughfare Fee [Member] | ||||
Contingencies And Commitments [Line Items] | ||||
Fee paid | $ 750 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) gal in Millions, T in Millions | 7 Months Ended | 12 Months Ended | ||||
Aug. 10, 2018 USD ($) | Mar. 06, 2018 USD ($) | Jul. 25, 2017 USD ($) | Dec. 31, 2022 USD ($) agreement T gal | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Contingencies And Commitments [Line Items] | ||||||
Amount of surety bonds to secure asset closure and retirement requirements | $ 811,243,000 | $ 744,037,000 | ||||
Amount of surety bonds to secure performance under collection contracts and landfill operating agreements | $ 636,224,000 | 556,570,000 | ||||
Percentage of interest in company that issues financial surety bonds | 9.90% | |||||
Outstanding amount of financial surety bonds | $ 424,379,000 | 410,378,000 | ||||
Purchase Obligation | 112,136,000 | 100,220,000 | $ 93,813,000 | |||
Environmental remediation reserve - current portion | 3,165,000 | 2,300,000 | ||||
Environmental remediation reserve-Non-current portion | $ 17,284,000 | $ 20,483,000 | ||||
Environmental Loss Contingency, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | Other Liabilities Noncurrent | ||||
Unrecorded unconditional purchase obligation, remaining volume | gal | 57.9 | |||||
Purchase commitment | $ 184,918,000 | |||||
Minimum required threshold for disclosing environmental matters involving potential monetary sanctions | 300,000 | |||||
Threshold used for disclosing environmental matters involving potential monetary sanctions | $ 1,000,000 | |||||
Number of collective bargaining agreements expired or set to expire | agreement | 17 | |||||
Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Loss contingency amount sought | $ 83,000 | $ 11,600,000 | ||||
Noncompliance fee | $ 750 | |||||
Chiquita Canyon, LLC [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Annual tons of waste accepted at landfill | T | 2.6 | |||||
Estimate of total new fees and other new taxes over the life of the conditional use permit | $ 300,000,000 | |||||
Penalties [Member] | Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Fee paid | $ 83,000 | |||||
Monthly payment estimate | 83,000 | |||||
Fees [Member] | Bridge and Thoroughfare Fee [Member] | ||||||
Contingencies And Commitments [Line Items] | ||||||
Fee paid | 750 | |||||
Monthly payment estimate | $ 750 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Purchase Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies [Abstract] | |
2023 | $ 149,858 |
2024 | 35,060 |
Total purchase commitment | $ 184,918 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | 79 Months Ended | ||||
Nov. 30, 2022 | Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Jul. 26, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issuance of shares under employee share purchase plan | $ 3,270 | $ 1,222 | |||||||
Issuance of shares under employee share purchase plan, shares | 26,582 | 10,813 | |||||||
Maximum number of shares authorized for repurchase | 12,859,066 | ||||||||
Share repurchase plan expiration date | Aug. 09, 2023 | ||||||||
Daily repurchase of shares, maximum | 85,956 | ||||||||
Average daily trading volume during period | 343,825 | ||||||||
Repurchase of common stock (shares) | 3,388,155 | 3,003,822 | 1,271,977 | ||||||
Aggregate cost of stock repurchased | $ 424,999 | $ 338,993 | $ 105,654 | ||||||
Maximum remaining number of shares available for repurchase | 12,859,066 | 12,859,066 | 12,859,066 | ||||||
Cash dividend per share | $ 0.255 | $ 0.23 | $ 0.945 | $ 0.845 | $ 0.760 | ||||
Cash dividend per common share, increase | $ 0.025 | ||||||||
Cash dividends on common stock | $ 243,013 | $ 220,203 | $ 199,883 | ||||||
Employee Share Purchase Plan 2020 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Minimum percent of eligible compensation to purchase shares | 1% | 1% | 1% | ||||||
Maximum percent of eligible compensation to purchase shares | 10% | 10% | 10% | ||||||
Maximum number of share authorized to be issued under plan | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Minimum [Member] | Employee Share Purchase Plan 2020 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price percentage of closing price of common shares | 85% | ||||||||
Maximum [Member] | Employee Share Purchase Plan 2020 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price percentage of closing price of common shares | 95% | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant-date fair value of award | $ 121.26 | $ 100.27 | $ 101.79 | ||||||
Units granted in period | 483,281 | ||||||||
Vested deferred RSUs outstanding | 81,352 | 81,352 | 100,861 | 177,760 | 81,352 | ||||
Performance Shares [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant-date fair value of award | $ 117.94 | $ 96.99 | $ 87.19 | ||||||
Units granted in period | 95,038 | ||||||||
Performance Shares [Member] | 2021 Performance Based Restricted Share Units Plan One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period of award | 3 years | ||||||||
Performance period end date | Dec. 31, 2023 | ||||||||
Performance Shares [Member] | 2022 Performance Based Restricted Share Units Plan One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period of award | 3 years | ||||||||
Performance period end date | Dec. 31, 2024 | ||||||||
Performance Shares [Member] | 2020 Performance-Based Restricted Share Units Plan One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period of award | 3 years | ||||||||
Performance period end date | Dec. 31, 2022 | ||||||||
Performance Shares [Member] | 2020 Performance-Based Restricted Share Units Plan Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period of award | 3 years | ||||||||
Performance Shares [Member] | Minimum [Member] | 2020 Performance-Based Restricted Share Units Plan Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period of award | 1 year | ||||||||
Performance Shares [Member] | Maximum [Member] | 2020 Performance-Based Restricted Share Units Plan Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period of award | 4 years | ||||||||
Deferred Share Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant-date fair value of award | $ 121 | $ 99.80 | $ 103.81 | ||||||
Units granted in period | 2,094 | ||||||||
Vested deferred RSUs outstanding | 26,536 | 26,536 | 24,442 | 26,536 | |||||
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 | 57,829 | 57,829 | 63,032 | 57,829 | |||||
Progressive Waste Solutions Ltd. [Member] | Employee Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted in period | 0 |
10-K Shareholders' Equity - Nar
10-K Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | 36 Months Ended | 79 Months Ended | |||||
Nov. 30, 2022 | Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2022 | Jul. 26, 2022 | Jun. 01, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Repurchase of common stock (shares) | 3,388,155 | 3,003,822 | 1,271,977 | ||||||||
Aggregate cost of stock repurchased | $ 424,999 | $ 338,993 | $ 105,654 | ||||||||
Aggregate cost of common stock repurchase | |||||||||||
Treasury shares: 65,459 and 70,662 shares at December 31, 2022 and 2021, respectively | |||||||||||
Cash dividend per share | $ 0.255 | $ 0.23 | $ 0.945 | $ 0.845 | $ 0.760 | ||||||
Cash dividend per common share, increase | $ 0.025 | ||||||||||
Cash dividends on common stock | $ 243,013 | $ 220,203 | $ 199,883 | ||||||||
Maximum remaining number of shares available for repurchase | 12,859,066 | 12,859,066 | 12,859,066 | 12,859,066 | |||||||
Maximum number of shares authorized for repurchase | 12,859,066 | ||||||||||
Share repurchase plan expiration date | Aug. 09, 2023 | ||||||||||
Daily repurchase of shares, maximum | 85,956 | ||||||||||
Daily Shares Repurchase (as percentage) | 25% | 25% | 25% | 25% | |||||||
Average daily trading volume during period | 343,825 | ||||||||||
Common shares, shares issued | 257,211,175 | 257,211,175 | 260,283,158 | 257,211,175 | 257,211,175 | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||||
Issuance of shares under employee share purchase plan, shares | 26,582 | 10,813 | |||||||||
Issuance of shares under employee share purchase plan | $ 3,270 | $ 1,222 | |||||||||
Employee Share Purchase Plan 2020 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Minimum percent of eligible compensation to purchase shares | 1% | 1% | 1% | 1% | |||||||
Maximum percent of eligible compensation to purchase shares | 10% | 10% | 10% | 10% | |||||||
Maximum number of share authorized to be issued under plan | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
2016 Incentive Award Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum number of share authorized to be issued under plan | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | |||||||
Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrant expiration | 2023 | ||||||||||
Minimum [Member] | Employee Share Purchase Plan 2020 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price percentage of closing price of common shares | 85% | ||||||||||
Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrant expiration | 2027 | ||||||||||
Maximum [Member] | Employee Share Purchase Plan 2020 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price percentage of closing price of common shares | 95% | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vested deferred RSUs outstanding | 81,352 | 81,352 | 100,861 | 177,760 | 81,352 | 81,352 | |||||
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 | ||||||||||
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 | ||||||||||
Performance Shares [Member] | 2021 Performance Based Restricted Share Units Plan One [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period of award | 3 years | ||||||||||
Performance period end date | Dec. 31, 2023 | ||||||||||
Performance Shares [Member] | 2020 Performance-Based Restricted Share Units Plan One [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period of award | 3 years | ||||||||||
Performance period end date | Dec. 31, 2022 | ||||||||||
Performance Shares [Member] | 2020 Performance-Based Restricted Share Units Plan Two [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period of award | 3 years | ||||||||||
Performance Shares [Member] | Minimum [Member] | 2020 Performance-Based Restricted Share Units Plan Two [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period of award | 1 year | ||||||||||
Performance Shares [Member] | Maximum [Member] | 2020 Performance-Based Restricted Share Units Plan Two [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period of award | 4 years | ||||||||||
Special Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common shares, shares issued | 0 | 0 | 0 | 0 | |||||||
Deferred Share Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vested deferred RSUs outstanding | 26,536 | 26,536 | 24,442 | 26,536 | 26,536 | ||||||
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 | 5,203 | 3,522 | 7,330 | ||||||||
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 | 65,459 | 65,459 | 65,459 | 65,459 | 735,171 | ||||||
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 | 57,829 | 57,829 | 63,032 | 57,829 | 57,829 | ||||||
Progressive Waste Solutions Ltd. [Member] | Employee Stock Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options granted in period | 0 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Activity Related to Restricted Stock Units (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding at beginning | 100,861 |
Outstanding, shares at beginning | 861,695 |
Granted | 483,281 |
Forfeited | (70,126) |
Vested and issued | (318,851) |
Outstanding at ending | 81,352 |
Outstanding, shares at ending | 955,999 |
Performance Shares [Member] | |
Unvested shares | |
Outstanding, shares at beginning | 392,043 |
Granted | 95,038 |
Forfeited | (87,554) |
Vested and issued | (57,677) |
Outstanding, shares at ending | 341,850 |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |
Unvested shares | |
Outstanding at beginning | 63,032 |
Cash settled | (5,203) |
Outstanding at ending | 57,829 |
10-K Shareholders' Equity - Com
10-K Shareholders' Equity - Common Stock Shares Reserved for Issuances (Details) | Dec. 31, 2022 shares |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 6,444,783 |
Restricted Stock Units Performance Share Units and Warrants [Member] | |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 2,233,831 |
2016 Incentive Award Plan [Member] | |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 3,262,941 |
Employee Share Purchase Plan 2020 [Member] | |
Class Of Stock [Line Items] | |
Shares reserved for issuance | 948,011 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Warrant and Deferred Share Unit Activity (Details) - Deferred Share Units [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Warrant | |
Outstanding at beginning | 24,442 |
Granted | 2,094 |
Outstanding at ending | 26,536 |
10-K Shareholders' Equity (Rest
10-K Shareholders' Equity (Restricted Stock Units Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 483,281 | ||
Weighted average grant-date fair value of award | $ 121.26 | $ 100.27 | $ 101.79 |
Total fair value of share units vested | $ 28,751 | $ 26,711 | $ 23,742 |
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 | 95,038 | ||
Weighted average grant-date fair value of award | $ 117.94 | $ 96.99 | $ 87.19 |
Total fair value of share units vested | $ 4,674 | $ 10,954 | $ 15,628 |
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 | 2,094 | ||
Weighted average grant-date fair value of award | $ 121 | $ 99.80 | $ 103.81 |
Total fair value of share units awarded | $ 253 | $ 285 | $ 272 |
Shareholders' Equity - Summar_3
Shareholders' Equity - Summary of Vesting Activity Related to Restricted Share Units (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vested over remaining service period | 318,851 |
Forfeited | (70,126) |
Progressive Waste Solutions Ltd. [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Cash settled | (5,203) |
10-K Shareholders' Equity (Summ
10-K Shareholders' Equity (Summary of Activity Related to Restricted Stock Units) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs) [Member] | |||
Unvested shares | |||
Outstanding at beginning | 100,861 | 177,760 | |
Outstanding, shares at beginning | 861,695 | ||
Granted | 483,281 | ||
Forfeited | (70,126) | ||
Vested and issued | 318,851 | ||
Outstanding at ending | 81,352 | 100,861 | 177,760 |
Outstanding, shares at ending | 955,999 | 861,695 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 95.63 | ||
Granted | 121.26 | $ 100.27 | $ 101.79 |
Forfeited | 110.86 | ||
Vested and Issued | 90.17 | ||
Outstanding, ending balance | $ 109.29 | $ 95.63 | |
Performance Shares [Member] | |||
Unvested shares | |||
Outstanding, shares at beginning | 392,043 | ||
Granted | 95,038 | ||
Forfeited | (87,554) | ||
Vested and issued | 57,677 | ||
Outstanding, shares at ending | 341,850 | 392,043 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 91.63 | ||
Granted | 117.94 | $ 96.99 | 87.19 |
Forfeited | 80.70 | ||
Vested and Issued | 81.04 | ||
Outstanding, ending balance | $ 103.53 | $ 91.63 | |
Deferred Share Units [Member] | |||
Unvested shares | |||
Outstanding at beginning | 24,442 | ||
Granted | 2,094 | ||
Outstanding at ending | 26,536 | 24,442 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 64.05 | ||
Granted | 121 | $ 99.80 | $ 103.81 |
Outstanding, ending balance | $ 68.55 | $ 64.05 | |
Progressive Waste Solutions Ltd. [Member] | Restricted Stock Units (RSUs) [Member] | |||
Unvested shares | |||
Outstanding at beginning | 63,032 | ||
Cash settled | (5,203) | ||
Outstanding at ending | 57,829 | 63,032 |
Shareholders' Equity - Summar_4
Shareholders' Equity - Summary of Stock Option Activity and Related Information (Details) - Progressive Waste Solutions Ltd. [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Number of Shares (Options) | |
Outstanding at beginning | 45,869 |
Cash settled | (2,299) |
Outstanding at ending | 43,570 |
10-K Shareholders' Equity (Su_2
10-K Shareholders' Equity (Summary of Warrant Activity) (Details) - Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Warrant | |
Outstanding at beginning | shares | 578,405 |
Granted | shares | 380,478 |
Forfeited | shares | (65,331) |
Exercised | shares | (38,922) |
Outstanding at ending | shares | 854,630 |
Weighed Average Exercise Price | |
Outstanding beginning balance | $ / shares | $ 104.82 |
Granted | $ / shares | 138.33 |
Forfeited | $ / shares | 80.49 |
Exercised | $ / shares | 78.24 |
Outstanding ending balance | $ / shares | $ 122.81 |
10-K Shareholders' Equity (Su_3
10-K Shareholders' Equity (Summarized Information about Warrants Outstanding) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Outstanding, ending balance | 854,630 | 578,405 |
Stock Purchase Warrants 2017 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2017 | |
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 | 0 | 1,521 |
Stock Purchase Warrants 2018 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2018 | |
Warrants issued | 163,995 | |
Exercise price, lower limit | $ 70.91 | |
Exercise price, upper limit | $ 80.90 | |
Fair value of warrants issued | $ 2,591 | |
Outstanding, ending balance | 45,024 | 112,756 |
Stock Purchase Warrants 2019 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2019 | |
Warrants issued | 151,008 | |
Exercise price, lower limit | $ 74.25 | |
Exercise price, upper limit | $ 95.61 | |
Fair value of warrants issued | $ 2,634 | |
Outstanding, ending balance | 66,977 | 101,977 |
Stock Purchase Warrants 2020 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2020 | |
Warrants issued | 164,890 | |
Exercise price, lower limit | $ 72.65 | |
Exercise price, upper limit | $ 104.89 | |
Fair value of warrants issued | $ 3,140 | |
Outstanding, ending balance | 146,386 | 146,386 |
Stock Purchase Warrants 2021 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2021 | |
Warrants issued | 218,166 | |
Exercise price, lower limit | $ 99.33 | |
Exercise price, upper limit | $ 135.97 | |
Fair value of warrants issued | $ 5,584 | |
Outstanding, ending balance | 215,765 | 215,765 |
Stock Purchase Warrants 2022 Issuance [Member] | ||
Class of Warrant or Right [Line Items] | ||
Grant date | 2022 | |
Warrants issued | 380,478 | |
Exercise price, lower limit | $ 125.32 | |
Exercise price, upper limit | $ 143.95 | |
Fair value of warrants issued | $ 12,972 | |
Outstanding, ending balance | 380,478 | 0 |
10-K Shareholders' Equity (Su_4
10-K Shareholders' Equity (Summary of Vesting Activity Related to Restricted Share Units) (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Forfeited | (70,126) |
Restricted Stock Units (RSUs) [Member] | Progressive Waste Solutions Ltd. [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Cash settled | (5,203) |
Performance Shares [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Forfeited | (87,554) |
10-K Shareholders' Equity (Su_5
10-K Shareholders' Equity (Summary of Stock Option Activity and Related Information) (Details) - Progressive Waste Solutions Ltd. [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Number of Shares (Options) | |
Outstanding at beginning | 45,869 |
Cash settled | (2,299) |
Outstanding at ending | 43,570 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified into earnings, net of taxes | $ 4,815 | $ 14,936 | $ 7,187 |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 56,107 | 17,116 | (47,528) |
Foreign currency translation adjustment, gross | (157,336) | 8,183 | 50,653 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | (157,336) | 8,183 | 50,653 |
Other Comprehensive Income (Loss), before Tax | (74,449) | 51,791 | (4,233) |
Other Comprehensive Income (Loss), Tax | (21,965) | (11,556) | 14,545 |
Other comprehensive income (loss), net of tax | (96,414) | 40,235 | 10,312 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified into earnings, net of taxes | 4,815 | 14,936 | 7,187 |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 56,107 | 17,116 | (47,528) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | (157,336) | 8,183 | 50,653 |
Interest Rate Swap [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Interest rate swap amounts reclassified into interest expense | 6,551 | 20,321 | 9,778 |
Amounts reclassified, tax | 1,736 | 5,385 | 2,591 |
Amounts reclassified into earnings, net of taxes | (4,815) | (14,936) | (7,187) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 76,336 | 23,287 | (64,664) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | (20,229) | (6,171) | 17,136 |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ 56,107 | $ 17,116 | $ (47,528) |
10-K Other Comprehensive Income
10-K Other Comprehensive Income (Loss) (Components of Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Comprehensive Income (Loss) [Abstract] | |||
Foreign currency translation adjustment, gross | $ (157,336) | $ 8,183 | $ 50,653 |
Foreign currency translation adjustment, net | $ (157,336) | $ 8,183 | $ 50,653 |
10-K Other Comprehensive Inco_2
10-K Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | $ (4,815) | $ (14,936) | $ (7,187) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 56,107 | 17,116 | (47,528) |
Foreign currency translation adjustment, gross | (157,336) | 8,183 | 50,653 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | (157,336) | 8,183 | 50,653 |
Other Comprehensive Income (Loss), before Tax | (74,449) | 51,791 | (4,233) |
Other Comprehensive Income (Loss), Tax | 21,965 | 11,556 | (14,545) |
Other comprehensive income (loss), net of tax | (96,414) | 40,235 | 10,312 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | (4,815) | (14,936) | (7,187) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 56,107 | 17,116 | (47,528) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | (157,336) | 8,183 | 50,653 |
Interest Rate Swap [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Interest rate swap amounts reclassified into interest expense | 6,551 | 20,321 | 9,778 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | (1,736) | (5,385) | (2,591) |
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | 4,815 | 14,936 | 7,187 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 76,336 | 23,287 | (64,664) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | (20,229) | (6,171) | 17,136 |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ 56,107 | $ 17,116 | $ (47,528) |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 6,988,938 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (157,336) | $ 8,183 | $ 50,653 |
Stockholders' Equity Attributable to Parent, Ending Balance | 7,108,698 | 6,988,938 | |
Foreign currency translation adjustment | (157,336) | 8,183 | 50,653 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | 39,584 | (651) | |
Amounts reclassified into earnings | 4,815 | 14,936 | |
Change in fair value | 56,107 | 17,116 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (157,336) | 8,183 | 50,653 |
Stockholders' Equity Attributable to Parent, Ending Balance | (56,830) | 39,584 | (651) |
Foreign currency translation adjustment | (157,336) | 8,183 | 50,653 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Interest Rate Swap [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (37,544) | (69,596) | |
Amounts reclassified into earnings | 4,815 | 14,936 | |
Change in fair value | 56,107 | 17,116 | |
Stockholders' Equity Attributable to Parent, Ending Balance | 23,378 | (37,544) | (69,596) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Foreign Currency Translation Adjustment [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | 77,128 | 68,945 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (157,336) | 8,183 | |
Stockholders' Equity Attributable to Parent, Ending Balance | (80,208) | 77,128 | $ 68,945 |
Foreign currency translation adjustment | $ (157,336) | $ 8,183 |
10-K Other Comprehensive Inco_3
10-K Other Comprehensive Income (Loss) (Amounts Included in Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Comprehensive Income (Loss) [Abstract] | |||
Foreign currency translation adjustment | $ (157,336) | $ 8,183 | $ 50,653 |
10-K Other Comprehensive Inco_4
10-K Other Comprehensive Income (Loss) - Amounts Included in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 6,988,938 | ||
Foreign currency translation adjustment | (157,336) | $ 8,183 | $ 50,653 |
Stockholders' Equity Attributable to Parent, Ending Balance | 7,108,698 | 6,988,938 | |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | 39,584 | (651) | |
Amounts reclassified into earnings | 4,815 | 14,936 | |
Change in fair value | 56,107 | 17,116 | |
Foreign currency translation adjustment | (157,336) | 8,183 | 50,653 |
Stockholders' Equity Attributable to Parent, Ending Balance | (56,830) | 39,584 | (651) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Interest Rate Swap [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (37,544) | (69,596) | |
Amounts reclassified into earnings | 4,815 | 14,936 | |
Change in fair value | 56,107 | 17,116 | |
Stockholders' Equity Attributable to Parent, Ending Balance | 23,378 | (37,544) | (69,596) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | Foreign Currency Translation Adjustment [Member] | |||
Components of Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | 77,128 | 68,945 | |
Foreign currency translation adjustment | (157,336) | 8,183 | |
Stockholders' Equity Attributable to Parent, Ending Balance | $ (80,208) | $ 77,128 | $ 68,945 |
10-K Income Taxes - Narrative (
10-K Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Statutory income tax rate | 21% | 21% | 21% | 21% |
Inter-entity payments expense | $ 27,358 | |||
Deferred income tax expense | $ 4,148 | |||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Deferred tax liabilities, undistributed earnings | 2,218,993 | 2,218,993 | ||
Deferred tax liability not recognized, undistributed earnings of foreign subsidiaries | 366,457 | 366,457 | ||
Undistributed earnings | $ 3,393,993 | |||
Canada Revenue Agency [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Foreign Statutory income tax rate | 27% | |||
Operating loss carryforwards | $ 80,422 | $ 80,422 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | |||
U.S. | $ 734,126 | $ 574,737 | $ 22,349 |
Non-U.S. | 314,837 | 196,005 | 231,565 |
Income before income tax provision | $ 1,048,963 | $ 770,742 | $ 253,914 |
Income Taxes - Provision Benefi
Income Taxes - Provision Benefit for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
U.S. Federal | $ 59,675 | $ 71,180 | $ 65,143 |
State | 28,770 | 34,439 | 28,325 |
Non - U.S. | 31,036 | 32,071 | 6,941 |
Current income tax expense (benefit), total | 119,481 | 137,690 | 100,409 |
Deferred: | |||
U.S. Federal | 95,397 | 51,534 | (36,659) |
State | 16,840 | 5,093 | (8,762) |
Non - U.S. | (18,756) | (42,064) | (5,066) |
Deferred Income Tax Expense (Benefit), Total | 93,481 | 14,563 | (50,487) |
Income Tax Expense (Benefit), Total | $ 212,962 | $ 152,253 | $ 49,922 |
Income Taxes - Differences betw
Income Taxes - Differences between Income Tax Provision in Statements of Net Income and Income Tax Provision Computed at Federal Statutory Rate (Details) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||||
U.S. federal statutory rate | 21% | 21% | 21% | 21% |
State taxes, net of federal benefit | 4.20% | 4.70% | 4.50% | |
Deferred income tax liability adjustments | 0.30% | 1.60% | ||
Effect of international operations | (4.00%) | (6.30%) | (7.00%) | |
Other | (0.90%) | 0.10% | (0.40%) | |
Effective income tax rate, total | 20.30% | 19.80% | 19.70% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Accrued expenses | $ 33,680 | $ 31,840 |
Compensation | 23,194 | 22,545 |
Contingent liabilities | 19,966 | 21,268 |
Tax credits and loss carryforwards | 33,019 | 24,415 |
Interest rate and fuel hedges | 13,536 | |
Finance costs | 13,856 | 24,264 |
Gross deferred income tax assets | 123,715 | 137,868 |
Less: Valuation allowance | ||
Total deferred income tax assets | 123,715 | 137,868 |
Deferred income tax liabilities: | ||
Goodwill and other intangibles | (434,500) | (397,855) |
Property and equipment | (579,615) | (484,519) |
Landfill closure/post-closure | (22,745) | (18,597) |
Prepaid expenses | (15,088) | (11,534) |
Interest rate swaps | (8,429) | 0 |
Investment in subsidiaries | (69,257) | (69,286) |
Other | (7,823) | (6,998) |
Total deferred income tax liabilities | (1,137,457) | (988,789) |
Net deferred income tax liability | $ (1,013,742) | $ (850,921) |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - segment | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
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 | 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 | |||
Number of operating segments | 5 | 5 | ||
Number of reportable segments | 5 | 5 | 5 | 5 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 7,211,859 | $ 6,151,361 | $ 5,445,990 |
Segment EBITDA | 2,179,380 | 1,884,950 | 1,631,550 |
Depreciation and amortization | 918,960 | 813,009 | 752,404 |
Capital expenditures | 912,677 | 744,315 | 664,561 |
Total assets | 17,134,603 | 14,699,924 | 13,992,364 |
Intercompany Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (998,069) | (878,654) | (814,397) |
Reportable Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 8,209,928 | 7,030,015 | 6,260,387 |
Segment EBITDA | 2,204,399 | 1,904,546 | 1,646,833 |
Eastern [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,890,705 | 1,521,288 | 1,335,865 |
Segment EBITDA | 486,649 | 404,493 | 343,446 |
Depreciation and amortization | 281,178 | 239,130 | 222,934 |
Capital expenditures | 244,711 | 174,350 | 181,787 |
Total assets | 4,121,850 | 3,652,311 | 3,134,462 |
Eastern [Member] | Intercompany Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (358,088) | (286,275) | (266,115) |
Eastern [Member] | Reportable Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,248,793 | 1,807,563 | 1,601,980 |
Southern [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,667,778 | 1,446,746 | 1,369,580 |
Segment EBITDA | 497,832 | 394,982 | 369,445 |
Depreciation and amortization | 198,506 | 188,977 | 189,726 |
Capital expenditures | 178,577 | 156,527 | 131,831 |
Total assets | 3,774,029 | 3,513,355 | 3,402,081 |
Southern [Member] | Intercompany Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (196,039) | (186,656) | (183,107) |
Southern [Member] | Reportable Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,863,817 | 1,633,402 | 1,552,687 |
Western [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,484,632 | 1,280,188 | 1,149,762 |
Segment EBITDA | 445,894 | 405,778 | 364,790 |
Depreciation and amortization | 159,899 | 129,988 | 115,151 |
Capital expenditures | 237,193 | 152,149 | 132,344 |
Total assets | 3,332,627 | 2,260,222 | 1,861,079 |
Western [Member] | Intercompany Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (177,726) | (154,656) | (142,120) |
Western [Member] | Reportable Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,662,358 | 1,434,844 | 1,291,882 |
Central [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,228,120 | 1,046,416 | 880,323 |
Segment EBITDA | 424,621 | 359,434 | 313,033 |
Depreciation and amortization | 152,154 | 134,078 | 113,004 |
Capital expenditures | 176,268 | 144,458 | 102,966 |
Total assets | 2,705,673 | 2,332,564 | 2,160,246 |
Central [Member] | Intercompany Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (159,168) | (142,085) | (127,758) |
Central [Member] | Reportable Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,387,288 | 1,188,501 | 1,008,081 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 940,624 | 856,723 | 710,460 |
Segment EBITDA | 349,403 | 339,859 | 256,119 |
Depreciation and amortization | 118,388 | 111,458 | 103,334 |
Capital expenditures | 70,051 | 68,183 | 109,886 |
Total assets | 2,773,882 | 2,513,608 | 2,544,379 |
Canada [Member] | Intercompany Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | (107,048) | (108,982) | (95,297) |
Canada [Member] | Reportable Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,047,672 | 965,705 | 805,757 |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | (25,019) | (19,596) | (15,283) |
Depreciation and amortization | 8,835 | 9,378 | 8,255 |
Capital expenditures | 5,877 | 48,648 | 5,747 |
Total assets | $ 426,542 | $ 427,864 | $ 890,117 |
Segment Reporting - Changes in
Segment Reporting - Changes in Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 6,187,643 | $ 5,726,650 |
Goodwill acquired | 824,591 | 454,597 |
Goodwill acquisition adjustments | (2) | |
Goodwill divested | (324) | |
Impact of changes in foreign currency | (109,937) | 6,722 |
Goodwill, Ending Balance | 6,902,297 | 6,187,643 |
Eastern [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,607,723 | 1,374,577 |
Goodwill acquired | 197,560 | 233,146 |
Goodwill acquisition adjustments | 0 | |
Goodwill, Ending Balance | 1,805,283 | 1,607,723 |
Southern [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,588,467 | 1,532,215 |
Goodwill acquired | 90,624 | 56,576 |
Goodwill acquisition adjustments | 0 | |
Goodwill divested | (324) | |
Goodwill, Ending Balance | 1,679,091 | 1,588,467 |
Western [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 539,732 | 442,862 |
Goodwill acquired | 229,111 | 96,870 |
Goodwill acquisition adjustments | 0 | |
Goodwill, Ending Balance | 768,843 | 539,732 |
Central [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 892,209 | 824,204 |
Goodwill acquired | 72,201 | 68,005 |
Goodwill acquisition adjustments | 0 | |
Goodwill, Ending Balance | 964,410 | 892,209 |
Canada [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,559,512 | 1,552,792 |
Goodwill acquired | 235,095 | |
Goodwill acquisition adjustments | (2) | |
Impact of changes in foreign currency | (109,937) | 6,722 |
Goodwill, Ending Balance | $ 1,684,670 | $ 1,559,512 |
Segment Reporting - Property an
Segment Reporting - Property and Equipment in US and Canada (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Property and equipment | $ 6,950,915 | $ 5,721,949 |
UNITED STATES | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | 6,201,011 | 5,075,184 |
CANADA | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | $ 749,904 | $ 646,765 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Segment EBITDA to Income Before Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment EBITDA | $ 2,179,380 | $ 1,884,950 | $ 1,631,550 |
Depreciation | (763,285) | (673,730) | (621,102) |
Amortization of intangibles | (155,675) | (139,279) | (131,302) |
Impairments and other operating items | (18,230) | (32,316) | (466,718) |
Interest expense | (202,331) | (162,796) | (162,375) |
Interest income | 5,950 | 2,916 | 5,253 |
Other income (expense), net | 3,154 | 6,285 | (1,392) |
Loss on early extinguishment of debt | 0 | (115,288) | 0 |
Income before income tax provision | 1,048,963 | 770,742 | 253,914 |
Reportable Segments [Member] | |||
Segment EBITDA | 2,204,399 | 1,904,546 | 1,646,833 |
Eastern [Member] | |||
Segment EBITDA | 486,649 | 404,493 | 343,446 |
Southern [Member] | |||
Segment EBITDA | 497,832 | 394,982 | 369,445 |
Western [Member] | |||
Segment EBITDA | 445,894 | 405,778 | 364,790 |
Central [Member] | |||
Segment EBITDA | 424,621 | 359,434 | 313,033 |
Canada [Member] | |||
Segment EBITDA | 349,403 | 339,859 | 256,119 |
Corporate [Member] | |||
Segment EBITDA | $ (25,019) | $ (19,596) | $ (15,283) |
Net Income Per Share Informat_3
Net Income Per Share Information - Basic and Diluted Net Income Per Common Share (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ 835,662 | $ 618,047 | $ 204,677 |
Denominator: | |||
Basic shares outstanding | 257,383,578 | 261,166,723 | 263,189,699 |
Dilutive effect of equity-based awards | 655,223 | 561,747 | 497,840 |
Diluted shares outstanding | 258,038,801 | 261,728,470 | 263,687,539 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Thousands | 5 Months Ended | 12 Months Ended | 24 Months Ended | ||
May 31, 2020 | Dec. 31, 2022 USD ($) agreement | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | |
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% | ||||
Number of multiemployer pension plans | agreement | 17 | ||||
Deferred Compensation Plan [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% | 100% | |||
Percentage of employee's eligible compensation that represents the maximum amount of employer matching contribution to plan | 5% | 5% | |||
Percentage of salary that may voluntarily be elected to be deferred | 80% | ||||
Percentage of bonuses, commissions and restricted share unit grants that may voluntarily be elected to be deferred | 100% | ||||
Total liability for deferred compensation | $ 40,407 | $ 50,738 | $ 40,407 | ||
Voluntary Savings And Investment Plan | |||||
Employee Benefit Plan [Line Items] | |||||
Total employer expenses, including employer matching contributions | $ 37,165 | $ 31,834 | $ 16,350 | ||
Maximum [Member] | |||||
Employee Benefit Plan [Line Items] | |||||
Percentage of employee's eligible compensation that represents the maximum amount of employer matching contribution to plan | 5% | ||||
Maximum [Member] | Retirement Savings Plan [Member] | |||||
Employee Benefit Plan [Line Items] | |||||
Contribution to a deferred profit sharing plan | 5% |
Employee Benefit Plans - Plan C
Employee Benefit Plans - Plan Contributions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2021 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Multiemployer Plans [Line Items] | ||||||||
Company contributions | $ 17,156 | $ 15,251 | $ 14,592 | |||||
Local 731 I b Of T Pension Fund [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 36-6513567 - 001 | |||||||
Pension Protection Act zone status | Green | |||||||
FIP/RP status | NA | |||||||
Company contributions | $ 4,484 | $ 4,504 | 4,628 | |||||
Collective-bargaining agreement, expiration date | Sep. 30, 2023 | |||||||
Western Conference of Teamsters Pension Trust [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 91-6145047 - 001 | |||||||
Pension Protection Act zone status | Green | Green | ||||||
FIP/RP status | NA | |||||||
Company contributions | $ 5,803 | $ 4,963 | 4,841 | |||||
Western Conference of Teamsters Pension Trust [Member] | Minimum [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Collective-bargaining agreement, expiration date | Apr. 30, 2023 | |||||||
Western Conference of Teamsters Pension Trust [Member] | Maximum [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Collective-bargaining agreement, expiration date | Jun. 30, 2027 | |||||||
International Union of Operating Engineers Pension Trust [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 85512-1 | |||||||
Pension Protection Act zone status | Green | |||||||
FIP/RP status | NA | |||||||
Company contributions | $ 281 | 295 | 279 | |||||
Multi-Sector Pension Plan [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 1085653 | |||||||
Pension Protection Act zone status | Red | |||||||
FIP/RP status | NA | |||||||
Company contributions | $ 249 | 265 | 196 | |||||
Collective-bargaining agreement, expiration date | Dec. 31, 2023 | |||||||
Midwest Operating Engineers Pension Plan [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 36-6140097 - 001 | |||||||
Pension Protection Act zone status | Green | Green | ||||||
FIP/RP status | NA | |||||||
Company contributions | $ 542 | $ 424 | 316 | |||||
Collective-bargaining agreement, expiration date | Oct. 31, 2025 | |||||||
Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 91-6028571 - 001 | |||||||
Pension Protection Act zone status | Green | Green | ||||||
FIP/RP status | NA | |||||||
Company contributions | $ 338 | $ 313 | 298 | |||||
Collective-bargaining agreement, expiration date | Nov. 16, 2022 | |||||||
Suburban Teamsters of Northern Illinois Pension Fund [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 36-6155778 - 001 | |||||||
Pension Protection Act zone status | Green | Green | ||||||
FIP/RP status | NA | |||||||
Company contributions | $ 2,516 | $ 2,300 | 2,080 | |||||
Collective-bargaining agreement, expiration date | Feb. 29, 2024 | |||||||
Teamster Local 301 Pension Fund [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 36-6492992 - 001 | |||||||
Pension Protection Act zone status | Green | Green | ||||||
FIP/RP status | NA | |||||||
Company contributions | $ 1,310 | $ 841 | 673 | |||||
Collective-bargaining agreement, expiration date | Sep. 30, 2023 | |||||||
Automobile Mechanics' Local No. 701 Union and Industry Pension Fund [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 36-6042061 - 001 | |||||||
Pension Protection Act zone status | Green | Green | ||||||
FIP/RP status | NA | |||||||
Company contributions | $ 470 | $ 439 | 457 | |||||
Collective-bargaining agreement, expiration date | Dec. 31, 2022 | |||||||
IAM National Pension Fund [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 51-6031295 - 002 | |||||||
Pension Protection Act zone status | Red | Red | ||||||
FIP/RP status | Implemented | |||||||
Company contributions | $ 342 | $ 299 | 310 | |||||
Collective-bargaining agreement, expiration date | Dec. 31, 2022 | |||||||
Local 813 Pension Trust Fund [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 13-1975659 - 001 | |||||||
Pension Protection Act zone status | Red | Red | ||||||
FIP/RP status | Implemented | |||||||
Company contributions | $ 429 | $ 258 | 183 | |||||
Collective-bargaining agreement, expiration date | Nov. 30, 2027 | |||||||
Recycling and General Industrial Union Local 108 Pension Fund [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 13-6366378 - 001 | |||||||
Pension Protection Act zone status | Green | Green | ||||||
FIP/RP status | NA | |||||||
Company contributions | $ 230 | $ 217 | 269 | |||||
Collective-bargaining agreement, expiration date | Feb. 28, 2027 | |||||||
Nurses and Local 813 IBT Retirement Plan [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Registration number | 13-3628926 - 001 | |||||||
Pension Protection Act zone status | Green | Green | ||||||
FIP/RP status | NA | |||||||
Company contributions | $ 97 | $ 58 | 52 | |||||
Collective-bargaining agreement, expiration date | Nov. 30, 2027 | |||||||
Other Multiemployer Plans [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Company contributions | $ 65 | $ 75 | $ 10 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 5 Months Ended | |
Feb. 15, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||
Share repurchase plan expiration date | Aug. 09, 2023 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Dividends, date of record | Mar. 01, 2023 | |
Dividends, date to be paid | Mar. 15, 2023 | |
Dividends per share amount | $ 0.255 | |
Dividends, declared date | Feb. 15, 2023 |
SCHEDULE II - Valuation and Q_2
SCHEDULE II - Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Valuation allowances and reserves, balance | $ 18,480 | $ 19,380 | $ 16,432 |
Valuation allowances and reserves, charged to cost and expense | 17,259 | 9,727 | 15,546 |
Valuation allowances and reserves, deductions | (12,800) | (10,627) | (12,598) |
Valuation allowances and reserves, balance | $ 22,939 | $ 18,480 | $ 19,380 |