Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 02, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Transition Report | false | ||
Securities Act 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 Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 36,709,829,221 | ||
Entity Common Stock, Shares Outstanding | 257,679,874 | ||
Entity Central Index Key | 0001318220 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and equivalents | $ 78,399 | $ 78,637 |
Accounts receivable, net of allowance for credit losses of $23,553 and $22,939 at December 31, 2023 and 2022, respectively | 856,953 | 833,862 |
Prepaid expenses and other current assets | 206,433 | 205,146 |
Total current assets | 1,141,785 | 1,117,645 |
Restricted cash | 105,639 | 102,727 |
Restricted investments | 70,350 | 68,099 |
Property and equipment, net | 7,228,331 | 6,950,915 |
Operating lease right-of-use assets | 261,782 | 192,506 |
Goodwill | 7,404,400 | 6,902,297 |
Intangible assets, net | 1,603,541 | 1,673,917 |
Other assets, net | 100,048 | 126,497 |
Total assets | 17,915,876 | 17,134,603 |
Current liabilities: | ||
Accounts payable | 642,455 | 638,728 |
Book overdraft | 14,855 | 15,645 |
Deferred revenue | 355,203 | 325,002 |
Accrued liabilities | 521,428 | 431,247 |
Current portion of operating lease liabilities | 32,533 | 35,170 |
Current portion of contingent consideration | 94,996 | 60,092 |
Current portion of long-term debt and notes payable | 26,462 | 6,759 |
Total current liabilities | 1,687,932 | 1,512,643 |
Long-term portion of debt and notes payable | 6,724,771 | 6,890,149 |
Long-term portion of operating lease liabilities | 238,440 | 165,462 |
Long-term portion of contingent consideration | 20,034 | 21,323 |
Deferred income taxes | 1,022,480 | 1,013,742 |
Other long-term liabilities | 524,438 | 417,640 |
Total liabilities | 10,218,095 | 10,020,959 |
Commitments and contingencies (Note 13) | ||
Equity: | ||
Common shares: 257,659,921 shares issued and 257,600,479 shares outstanding at December 31, 2023; 257,211,175 shares issued and 257,145,716 shares outstanding at December 31, 2022 | 3,276,661 | 3,271,958 |
Additional paid-in capital | 284,284 | 244,076 |
Accumulated other comprehensive loss | (9,826) | (56,830) |
Treasury shares: 59,442 and 65,459 shares at December 31, 2023 and 2022, respectively | 0 | 0 |
Retained earnings | 4,141,690 | 3,649,494 |
Total Waste Connections' equity | 7,692,809 | 7,108,698 |
Noncontrolling interest in subsidiaries | 4,972 | 4,946 |
Total equity | 7,697,781 | 7,113,644 |
Total liabilities and equity | $ 17,915,876 | $ 17,134,603 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Allowance for credit losses | $ 23,553 | $ 22,939 |
Common shares, shares issued | 257,659,921 | 257,211,175 |
Common shares, shares outstanding | 257,600,479 | 257,145,716 |
Treasury shares | 59,442 | 65,459 |
Consolidated Statements of Net
Consolidated Statements of Net Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 8,021,951 | $ 7,211,859 | $ 6,151,361 |
Operating expenses: | |||
Cost of operations | 4,744,513 | 4,336,012 | 3,654,074 |
Selling, general and administrative | 799,119 | 696,467 | 612,337 |
Depreciation | 845,638 | 763,285 | 673,730 |
Amortization of intangibles | 157,573 | 155,675 | 139,279 |
Impairments and other operating items | 238,796 | 18,230 | 32,316 |
Operating income | 1,236,312 | 1,242,190 | 1,039,625 |
Interest expense | (274,642) | (202,331) | (162,796) |
Interest income | 9,350 | 5,950 | 2,916 |
Other income, net | 12,481 | 3,154 | 6,285 |
Loss on early extinguishment of debt | 0 | 0 | (115,288) |
Income before income tax provision | 983,501 | 1,048,963 | 770,742 |
Income tax provision | (220,675) | (212,962) | (152,253) |
Net income | 762,826 | 836,001 | 618,489 |
Less: Net income attributable to noncontrolling interests | (26) | (339) | (442) |
Net income attributable to Waste Connections | $ 762,800 | $ 835,662 | $ 618,047 |
Earnings per common share attributable to Waste Connections' common shareholders: | |||
Basic | $ 2.96 | $ 3.25 | $ 2.37 |
Diluted | $ 2.95 | $ 3.24 | $ 2.36 |
Shares used in the per share calculations: | |||
Basic | 257,551,129 | 257,383,578 | 261,166,723 |
Diluted | 258,149,244 | 258,038,801 | 261,728,470 |
Cash dividends per common share | $ 1.050 | $ 0.945 | $ 0.845 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net income | $ 762,826 | $ 836,001 | $ 618,489 |
Other comprehensive income (loss), before tax: | |||
Foreign currency translation adjustment | 53,633 | (157,336) | 8,183 |
Other comprehensive income (loss), before tax | 44,614 | (74,449) | 51,791 |
Income tax expense related to items of other comprehensive income (loss) | 2,390 | (21,965) | (11,556) |
Other comprehensive income (loss), net of tax | 47,004 | (96,414) | 40,235 |
Comprehensive income | 809,830 | 739,587 | 658,724 |
Less: Comprehensive income attributable to noncontrolling interests | (26) | (339) | (442) |
Comprehensive income attributable to Waste Connections | 809,804 | 739,248 | 658,282 |
Interest Rate Swap | |||
Other comprehensive income (loss), before tax: | |||
Interest rate swap amounts reclassified into interest expense | (19,607) | 6,551 | 20,321 |
Changes in fair value of interest rate swaps | $ 10,588 | $ 76,336 | $ 23,287 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Common Shares Deferred Compensation Plan | Common Shares Performance Shares | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Shares | Retained Earnings | Noncontrolling Interests | Total |
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 4,030,368 | $ 170,555 | $ (651) | $ 2,659,001 | $ 4,165 | $ 6,863,438 | |||
Beginning Balances at Dec. 31, 2020 | $ 4,030,368 | 170,555 | (651) | 2,659,001 | 4,165 | 6,863,438 | |||
Beginning Balances, shares at Dec. 31, 2020 | 262,824,990 | ||||||||
Beginning Balance, treasury shares at Dec. 31, 2020 | 74,184 | ||||||||
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) | 19,510 | 154,251 | 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 | ||||||||
Ending Balance, treasury shares at Dec. 31, 2021 | 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) | 19,509 | 57,677 | 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 | |||
Sale of common shares held in trust | $ 794 | 794 | |||||||
Sale of common shares held in trust, shares | 6,017 | (6,017) | |||||||
Vesting of restricted share units (shares) | 32,223 | 195,665 | 378,121 | ||||||
Tax withholdings related to net share settlements of equity-based compensation | (31,009) | (31,009) | |||||||
Tax withholdings related to net share settlements of equity-based compensation, shares | (353,385) | ||||||||
Equity-based compensation | 71,217 | $ 71,217 | |||||||
Exercise of warrants | 166,314 | ||||||||
Repurchase of common shares (shares) | 0 | ||||||||
Issuance of shares under employee share purchase plan | $ 3,909 | $ 3,909 | |||||||
Issuance of shares under employee share purchase plan, shares | 29,808 | 29,808 | |||||||
Cash dividends on common shares | (270,604) | $ (270,604) | |||||||
Amounts reclassified into earnings, net of taxes | (14,411) | (14,411) | |||||||
Changes in fair value of cash flow hedges, net of taxes | 7,782 | 7,782 | |||||||
Foreign currency translation adjustment | 53,633 | 53,633 | |||||||
Net income | 762,800 | 26 | 762,826 | ||||||
Ending Balances at Dec. 31, 2023 | $ 3,276,661 | 284,284 | (9,826) | 4,141,690 | 4,972 | $ 7,697,781 | |||
Ending Balances, shares at Dec. 31, 2023 | 257,600,479 | 257,600,479 | |||||||
Ending Balance, treasury shares at Dec. 31, 2023 | 59,442 | 59,442 | |||||||
Cumulative effect adjustment from adoption of new accounting pronouncement | $ 3,276,661 | $ 284,284 | $ (9,826) | $ 4,141,690 | $ 4,972 | $ 7,697,781 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 762,826 | $ 836,001 | $ 618,489 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss on disposal of assets and impairments | 38,877 | 9,519 | 27,727 |
Adjustment to closure and post-closure liabilities | 159,547 | 0 | 0 |
Depreciation | 845,638 | 763,285 | 673,730 |
Amortization of intangibles | 157,573 | 155,675 | 139,279 |
Loss on early extinguishment of debt | 0 | 0 | 115,288 |
Deferred income taxes, net of acquisitions | 6,329 | 93,481 | 14,563 |
Current period provision for expected credit losses | 17,430 | 17,353 | 9,719 |
Amortization of debt issuance costs | 6,483 | 5,454 | 5,055 |
Share-based compensation | 70,436 | 63,485 | 58,221 |
Interest accretion | 22,720 | 17,668 | 15,970 |
Payment of contingent consideration recorded in earnings | 0 | (2,982) | (520) |
Adjustments to contingent consideration | 30,367 | (1,030) | 2,954 |
Other | (3,943) | (8,217) | (1,260) |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable, net | (20,630) | (100,546) | (54,688) |
Prepaid expenses and other current assets | 10,262 | (752) | (8,229) |
Accounts payable | 32,327 | 192,850 | 66,752 |
Deferred revenue | 26,519 | 42,252 | 31,707 |
Accrued liabilities | 21,753 | (28,082) | 3,853 |
Increase (Decrease) in Asset Retirement Obligations | (39,427) | (18,881) | (21,040) |
Increase (Decrease) in Other Operating Liabilities | (18,270) | (14,041) | 659 |
Net cash provided by operating activities | 2,126,817 | 2,022,492 | 1,698,229 |
Cash flows from investing activities: | |||
Payments for acquisitions, net of cash acquired | (676,793) | (2,206,901) | (960,449) |
Capital expenditures for property and equipment | (934,000) | (912,677) | (744,315) |
Investments in noncontrolling interests | 0 | 0 | (25,000) |
Proceeds from disposal of assets | 31,581 | 30,676 | 42,768 |
Other | (1,867) | 1,731 | (6,486) |
Net cash used in investing activities | (1,581,079) | (3,087,171) | (1,693,482) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 1,818,765 | 4,816,146 | 2,112,193 |
Principal payments on notes payable and long-term debt | (2,052,153) | (3,073,985) | (1,893,100) |
Premiums paid on early extinguishment of debt | 0 | 0 | (110,617) |
Payment of contingent consideration recorded at acquisition date | (13,317) | (16,911) | (12,934) |
Change in book overdraft | (790) | (1,076) | (367) |
Payments for repurchase of common shares | 0 | (424,999) | (338,993) |
Payments for cash dividends | (270,604) | (243,013) | (220,203) |
Tax withholdings related to net share settlements of equity-based compensation | (31,009) | (18,358) | (18,606) |
Debt issuance costs | 0 | (13,271) | (18,521) |
Proceeds from issuance of shares under employee share purchase plan | 3,909 | 3,270 | 1,222 |
Proceeds from sale of common shares held in trust | 794 | 660 | 430 |
Net cash provided by (used in) financing activities | (544,405) | 1,028,463 | (499,496) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,341 | (2,035) | (25) |
Net increase in cash, cash equivalents and restricted cash | 2,674 | (38,251) | (494,774) |
Cash, cash equivalents and restricted cash at beginning of period | 181,364 | 219,615 | 714,389 |
Cash, cash equivalents and restricted cash at end of period | 184,038 | 181,364 | 219,615 |
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION AND NON-CASH TRANSACTIONS: | |||
Cash paid for income taxes | 207,020 | 100,156 | 146,198 |
Cash paid for interest | 260,923 | 177,424 | 157,485 |
Changes in accrued capital expenditures for property and equipment | (41,505) | 36,671 | 22,153 |
In connection with its acquisitions, the Company assumed liabilities as follows: | |||
Fair value of assets acquired | 813,136 | 2,471,202 | 1,230,396 |
Payments for acquisitions, net of cash acquired | (676,793) | (2,206,901) | (960,449) |
Liabilities assumed and notes payable issued to sellers of businesses acquired | $ 136,343 | $ 264,301 | $ 269,947 |
Business
Business | 12 Months Ended |
Dec. 31, 2023 | |
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, including by rail, along with resource recovery primarily through recycling and renewable |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2023 | |
New Accounting Standards | |
New Accounting Standards | 2. NEW ACCOUNTING STANDARDS AND RECLASSIFICATIONS Accounting Standards Adopted Clawback of Executive Compensation Rules Accounting Standards Pending Adoption Disclosure of Significant Segment Expenses and Other Segment Items Additional Income Tax Disclosures to income taxes. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Reclassification As disclosed within other notes to the financial statements, segment information reported in the Company’s prior year periods has been reclassified to conform with the 2023 presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, 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, 2023 2022 2021 Commercial $ 2,476,891 $ 2,176,295 $ 1,813,426 Residential 2,125,068 1,891,108 1,673,819 Industrial and construction roll off 1,333,020 1,183,624 954,181 Total collection 5,934,979 5,251,027 4,441,426 Landfill 1,483,397 1,328,942 1,233,499 Transfer 1,198,385 1,026,050 859,113 Recycling 147,039 204,876 205,076 E&P 232,211 210,562 138,707 Intermodal and other 171,721 188,471 152,194 Intercompany (1,145,781) (998,069) (878,654) Total $ 8,021,951 $ 7,211,859 $ 6,151,361 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, 2023 was recognized as revenue during the three months ended December 31, 2023 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, the method of transportation used 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 the Company’s 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, 2023 2022 Beginning balance $ 22,939 $ 18,480 Current period provision for expected credit losses 17,430 17,353 Write-offs charged against the allowance (22,743) (18,273) Recoveries collected 5,853 5,473 Impact of changes in foreign currency 74 (94) Ending balance $ 23,553 $ 22,939 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 Sheets, 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 $25,977 and $23,818 of deferred sales incentives at December 31, 2023 and 2022, respectively. During the years ended December 31, 2023, 2022 and 2021, the Company recorded a total of $25,855, $22,675 and $23,671, 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 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 2023 and 2022 “layers” for final capping, closure and post-closure obligations was 5.50% for 2023 and ranged from 3.25% to 5.50% for 2022. The Company’s long-term inflation rate assumption was 2.75% for 2023 and ranged from 2.25% to 2.75% for 2022. 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. In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical. 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 307 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, 2021 to December 31, 2023: 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 189,136 Accretion expense associated with landfill obligations 19,418 Closure payments (39,429) Assumption of closure liabilities from acquisitions 7,687 Foreign currency translation adjustment 815 Final capping, closure and post-closure liability at December 31, 2023 $ 522,233 Liability adjustments of $189,136 and $39,321 for the years ended December 31, 2023 and 2022, 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. In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical. - 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: ● ● 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: ● ● ● ● ● 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 six geographic solid waste operating segments at December 31, 2023, 2022 and 2021. 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 six geographic operating segments at December 31, 2023, 2022 and 2021 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 2023 discounted cash flow analyses were based on ten-year financial forecasts, which in turn were based on the 2024 annual budget developed internally by management. These forecasts reflect operating profit margins that were consistent with 2023 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 8.1%. 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 six geographic operating segments as a result of its annual goodwill impairment tests for the years ended December 31, 2023, 2022 or 2021. The Company did not record an impairment charge to any of its six geographic operating segments as a result of its indefinite-lived intangible assets impairment tests for the years ended December 31, 2023 or 2022. 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. 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: ● ● ● ● ● 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 years ended December 31, 2023 and 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. 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 consist of the following: December 31, 2023 December 31, 2022 Restricted Restricted Restricted Restricted Cash Investments Cash Investments Settlement of insurance claims $ 83,270 $ — $ 88,360 $ — Landfill closure and post-closure obligations 12,381 59,551 6,890 57,469 Other financial assurance requirements 9,988 10,799 7,477 10,630 $ 105,639 $ 70,350 $ 102,727 $ 68,099 See Note 12 for further information on restricted cash and restricted investments. 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, 2023 and 2022, 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, 2023 and 2022, based on current borrowing rates, current remaining average life to maturity and borrower c |
Use of Estimates and Assumption
Use of Estimates and Assumptions | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | |
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, 2023 2022 Income taxes receivable $ 28,124 $ 43,055 Inventory 61,673 55,188 Prepaid insurance 26,607 31,588 Unrealized cash flow hedge gains 15,842 17,906 Prepaid licenses and permits 13,898 12,116 Other 60,289 45,293 $ 206,433 $ 205,146 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, 2023 2022 Landfill site costs $ 5,507,596 $ 5,179,768 Rolling stock 3,084,623 2,835,330 Land, buildings and improvements 1,807,719 1,673,062 Containers 1,277,594 1,180,370 Machinery and equipment 1,222,792 1,065,767 Construction in progress 167,025 132,367 13,067,349 12,066,664 Less accumulated depreciation and depletion (5,839,018) (5,115,749) $ 7,228,331 $ 6,950,915 Machinery and equipment included $9,762 and $11,227, at December 31, 2023 and 2022, 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, 2023, 2022 and 2021, was $254,633, $232,251 and $212,898, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
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 of its ROU assets during the years ended December 31, 2023, 2022 and 2021. 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, 2023, 2022 and 2021. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. 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. Lease cost for operating and finance leases for the years ended December 31, 2023, 2022 and 2021 were as follows: Years Ended December 31, 2023 2022 2021 Operating lease cost $ 47,840 $ 41,891 $ 40,381 Finance lease cost: Amortization of leased assets 2,852 2,484 3,424 Interest on leased liabilities 228 219 152 Total lease cost $ 50,920 $ 44,594 $ 43,957 Supplemental cash flow information and non-cash activity related to the Company’s leases are as follows: Years Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 46,688 $ 40,782 $ 40,249 Operating cash flows from finance leases $ 228 $ 219 $ 152 Financing cash flows from finance leases $ 2,817 $ 2,427 $ 3,133 Non-cash activity: Right-of-use assets obtained in exchange for lease liabilities - operating leases $ 92,503 $ 63,648 $ 17,933 Right-of-use assets obtained in exchange for lease liabilities - finance leases $ 1,388 $ 3,369 $ 10,012 Weighted-average remaining lease term and discount rate for the Company’s leases are as follows: Years Ended December 31, 2023 2022 2021 Weighted average remaining lease term - operating leases 10.9 years 8.9 years 8.0 years Weighted average remaining lease term - finance leases 3.4 years 4.2 years 4.9 years Weighted average discount rate - operating leases 4.04 % 2.93 % 3.37 % Weighted average discount rate - finance leases 2.36 % 1.96 % 1.89 % As of December 31, 2023, future minimum lease payments, reconciled to the respective lease liabilities, are as follows: Operating Leases Finance Leases 2024 $ 42,776 $ 3,194 2025 36,961 3,194 2026 34,178 2,608 2027 32,591 1,187 2028 28,097 263 Thereafter 172,987 29 Minimum lease payments 347,590 10,475 Less: imputed interest (76,617) (441) Present value of minimum lease payments 270,973 10,034 Less: current portion of lease liabilities (32,533) (2,978) Long-term portion of lease liabilities $ 238,440 $ 7,056 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
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 12 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and one immaterial E&P disposal business during the year ended December 31, 2023. The total transaction-related expenses incurred during the year ended December 31, 2023 for these acquisitions were $10,653. These expenses are included in Selling, general and administrative expenses in the Company’s Consolidated Statements of Net Income. 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 were $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 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, 2023, 2022 and 2021: 2023 2022 2021 Acquisitions Acquisitions Acquisitions Fair value of consideration transferred: Cash $ 676,793 $ 2,206,901 $ 960,449 Debt assumed 76,001 127,136 108,345 752,794 2,334,037 1,068,794 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 18,006 49,696 33,236 Prepaid expenses and other current assets 5,025 9,428 4,866 Restricted investments 5,462 7,469 — Operating lease right-of-use assets 15,364 4,707 5,972 Property and equipment 207,164 1,073,155 394,687 Long-term franchise agreements and contracts 76,401 239,866 134,827 Customer lists 19,719 74,940 75,612 Permits and other intangibles 3,050 187,107 116,967 Indefinite-lived intangibles — — 9,557 Other assets 24 243 77 Accounts payable and accrued liabilities (14,596) (56,633) (37,827) Current portion of operating lease liabilities (712) (1,546) (1,370) Deferred revenue (3,443) (10,761) (8,389) Contingent consideration (13,450) (6,642) (31,616) Long-term portion of operating lease liabilities (14,652) (3,161) (4,602) Other long-term liabilities (10,277) (6,915) (13,976) Deferred income taxes (3,212) (51,507) (63,822) Total identifiable net assets 289,873 1,509,446 614,199 Goodwill $ 462,921 $ 824,591 $ 454,595 Goodwill acquired in 2023 totaling $372,671 is expected to be deductible for tax purposes. 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. The fair value of acquired working capital related to five individually immaterial acquisitions completed during the year ended December 31, 2023, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed. Any adjustments recorded relating to finalizing the working capital for these five acquisitions are not expected to be material to the Company’s financial position. The adjustments recorded during the year ended December 31, 2023 relating to finalizing the acquired working capital for the individually immaterial acquisitions completed during the year ended December 31, 2022 were not material to the Company’s financial position. The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2023, was $19,202, of which $1,196 was expected to be uncollectible. 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 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, 2023 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, Net | 9. INTANGIBLE ASSETS, NET Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2023: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 960,033 $ (343,099) $ — $ 616,934 Customer lists 806,257 (606,192) — 200,065 Permits and other 784,905 (139,192) (40,784) 604,929 2,551,195 (1,088,483) (40,784) 1,421,928 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,732,808 $ (1,088,483) $ (40,784) $ 1,603,541 The weighted-average amortization period of long-term franchise agreements and contracts acquired during the year ended December 31, 2023 was 19.5 years. The weighted-average amortization period of customer lists acquired during the year ended December 31, 2023 was 12.2 years. The weighted-average amortization period of finite-lived permits and other acquired during the year ended December 31, 2023 was 40.0 years. 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 782,033 (532,739) — 249,294 Permits and other 779,689 (115,095) (40,784) 623,810 2,478,304 (945,216) (40,784) 1,492,304 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,659,917 $ (945,216) $ (40,784) $ 1,673,917 Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of December 31, 2023 is as follows: For the year ending December 31, 2024 $ 144,486 For the year ending December 31, 2025 $ 126,061 For the year ending December 31, 2026 $ 109,934 For the year ending December 31, 2027 $ 95,848 For the year ending December 31, 2028 $ 85,582 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 10. ACCRUED LIABILITIES Accrued liabilities consist of the following: December 31, 2023 2022 Insurance claims and premiums $ 184,403 $ 152,242 Payroll and payroll-related 108,423 126,301 Final capping, closure and post-closure liability 92,946 17,336 Interest payable 52,726 47,612 Property taxes 15,545 11,218 Environmental remediation reserves 10,860 3,165 Cell processing reserves 3,246 2,939 Share-based compensation plan liability — 2,344 Transaction-related expenses 958 1,627 Other 52,321 66,463 $ 521,428 $ 431,247 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: December 31, 2023 2022 Revolver under Credit Agreement, bearing interest ranging from 6.40% to 8.50% (a) $ 453,245 $ 614,705 Term loan under Credit Agreement, bearing interest at 6.50% (a) 650,000 650,000 Term loan under Term Loan Agreement, bearing interest at 6.44% (a), (b) 800,000 800,000 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 500,000 500,000 4.20% Senior Notes due 2033 750,000 750,000 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) 48,774 37,232 Finance leases, bearing interest ranging from 1.89% to 5.07%, with lease expiration dates ranging from 2026 to 2029 (a) 10,034 11,464 6,812,053 6,963,401 Less – current portion (26,462) (6,759) Less – unamortized debt discount and issuance costs (60,820) (66,493) Long-term portion of debt and notes payable $ 6,724,771 $ 6,890,149 (a) Interest rates represent the interest rates incurred at December 31, 2023. (b) Interest rate margin for term loan under Term Loan Agreement was 1.00% at December 31, 2023. 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, 2023 2022 Revolver under Credit Agreement Available $ 1,357,013 $ 1,193,502 Letters of credit outstanding $ 39,742 $ 41,793 Total amount drawn, as follows: $ 453,245 $ 614,705 Amount drawn – U.S. Term SOFR rate loan $ 90,000 $ 391,000 Interest rate applicable – U.S. Term SOFR rate loan 6.46 % 5.42 % Interest rate margin – U.S. Term SOFR rate loan 1.00 % 1.00 % Amount drawn – U.S. Term SOFR rate loan $ 150,000 $ — Interest rate applicable – U.S. Term SOFR rate loan 6.50 % — % Interest rate margin – U.S. Term SOFR rate loan 1.00 % — % Amount drawn – U.S. base rate loan $ 28,000 $ — Interest rate applicable – U.S. base rate loan 8.50 % — % Interest rate margin – U.S. base rate loan — % — % Amount drawn – Canadian prime rate loan $ 15,122 $ — Interest rate applicable - Canadian prime rate loan 7.20 % — % Interest rate margin – Canadian prime rate loan — % — % Amount drawn – Canadian bankers’ acceptance $ 153,111 $ 223,705 Interest rate applicable – Canadian bankers’ acceptance 6.46 % 5.74 % Interest rate acceptance fee – Canadian bankers’ acceptance 1.00 % 1.00 % Amount drawn – Canadian bankers’ acceptance $ 17,012 $ — Interest rate applicable – Canadian bankers’ acceptance 6.40 % — % Interest rate acceptance fee – Canadian bankers’ acceptance 1.00 % — % Commitment – rate applicable 0.09 % 0.09 % Term loan under Credit Agreement Amount drawn – U.S. Term SOFR rate loan $ 650,000 $ 650,000 Interest rate applicable – U.S. Term SOFR rate loan 6.50 % 5.42 % Interest rate margin – U.S. Term SOFR rate loan 1.00 % 1.00 % In addition to the $39,742 of letters of credit at December 31, 2023 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $102,236 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, 2023, 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 $2,092 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, 2023, 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, 2023 and 2022, 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, 2023 and 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 a $375 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 a $2,040 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, 2023 and 2022, 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, 2023, aggregate contractual future principal payments by calendar year on long-term debt are due as follows: 2024 $ 26,462 2025 7,355 2026 1,909,946 2027 5,447 2028 504,642 Thereafter 4,358,201 $ 6,812,053 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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, 2023 and 2022, 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, 2023 and 2022, were as follows: Fair Value Measurement at December 31, 2023 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 $ 22,787 $ — $ 22,787 $ — Restricted cash $ 105,639 $ 105,639 $ — $ — Restricted investments $ 70,658 $ — $ 70,658 $ — Contingent consideration $ (115,030) $ — $ — $ (115,030) 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) The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 Beginning balance $ 81,415 $ 94,308 Contingent consideration recorded at acquisition date 13,450 6,642 Payment of contingent consideration recorded at acquisition date (13,317) (16,911) Payment of contingent consideration recorded in earnings — (2,982) Adjustments to contingent consideration 30,367 (1,030) Interest accretion expense 3,115 1,417 Foreign currency translation adjustment — (29) Ending balance $ 115,030 $ 81,415 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $901,283 and $811,243, respectively, to secure its asset closure and retirement requirements and $743,816 and $636,224, 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 $470,416 and $424,379 were outstanding as of December 31, 2023 and 2022, 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, 2023, the Company’s unconditional purchase obligations consist of multiple fixed-price fuel purchase contracts under which it has 56.8 million gallons remaining to be purchased for a total of $175,743. These fuel purchase contracts expire on or before September 30, 2029. During the years ended December 31, 2023, 2022 and 2021, the Company paid $145,598, $112,136 and $100,220, respectively, under the respective fuel purchase contracts then outstanding. As of December 31, 2023, future minimum purchase commitments, by calendar year, are as follows: 2024 $ 139,459 2025 33,013 2026 1,563 2027 621 2028 621 Thereafter 466 $ 175,743 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, 2023 and 2022, the current portion of remediation reserves was $10,860 and $3,165, respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. At December 31, 2023 and 2022, the long-term portion of remediation reserves was $4,289 and $17,284, 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 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, 2023, 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 “JP 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 JP Landfill, Jefferson Parish (the “Parish”). The Parish also holds the State of Louisiana permit for the operation of the JP Landfill. Aptim Corporation, and later River Birch, LLC, operated the landfill gas collection system at the JP 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 removed to and consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action). On December 19, 2023, 52 plaintiffs filed a mass action in the federal district court of the Eastern District of Louisiana, Arcenaux v. Louisiana Regional Landfill Company, et al Addison Arcenaux Arcenaux The putative class actions and the Addison Arcenaux amended motion for class certification. The putative class plaintiffs seek unspecified damages. The Addison Arcenaux Addison The Court held an eight-day trial on general causation during January and February 2022. 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 JP 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 After the general causation decision, the Court entered a case management order on April 17, 2023 that scheduled a trial of a subset of 13 Addison On April 17, 2023, the Company and the other Defendants filed a petition for a writ of mandamus from the Fifth Circuit Court of Appeals challenging the April 17 case management order’s sequencing of a merits trial before class certification. On August 24, 2023 the Fifth Circuit denied the Company’s petition for a writ of mandamus. Following the Fifth Circuit’s decision, the Court has ordered the following key deadlines: (i) the Parties will complete briefing of class certification by June 26, 2024; and (ii) the Parties will commence a three-week merits trial on the first 13 Addison The Company has already obtained dismissal of approximately one third of the original Addison Addison Arcenaux 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 “CC Landfill”). The CC Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.5 million tons of materials for disposal and beneficial use in 2023. 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 CC Landfill. On October 11, 2022, CCL and the County entered into a settlement agreement that requires CCL to file a CUP modification application with the County embodying the terms of the settlement agreement. CCL filed the CUP modification application on November 10, 2022, and an addendum to CCL’s environmental impact report in accordance with the California Environmental Quality Act on January 12, 2024. Upon completion of review by the County, the CUP modification application will be scheduled for a hearing before the Los Angeles County Regional Planning Commission. If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL 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 the settlement agreement, described above under paragraph A. If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL will dismiss this lawsuit. However, at this time, the Company is not able to determine the likelihood of any outcome in this matter. South Coast Air Quality Management District Hearing Board Case No. 6177-4 and Elevated Temperature Landfill Event Beginning in May 2023, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), received notices of violation (“NOVs”) from the South Coast Air Quality Management District (“SCAQMD”) for alleged violations of Section 41700 of the California Health & Safety Code and SCAQMD Rule 402 based on complaints from the public of odors from the Chiquita Canyon Landfill (the “Landfill”), which SCAQMD inspectors stated that they verified. Each Rule 402 NOV alleges the Landfill is “discharging such quantities of air contaminants to cause injury, detriment, nuisance or annoyance to a considerable number of persons.” CCL’s retained expert consultants in Elevated Temperature Landfill Events (“ETLF”) have attributed these violations to an ETLF that is occurring in a non-active area of the Landfill. Since May 2023, CCL has received approximately 122 NOVs for alleged violations of SCAQMD Rule 402. CCL has also received three additional NOVs from SCAQMD alleging violations of other SCAQMD rules and Chiquita’s Title V permit. These additional NOVs appear related to the increase in liquids and landfill gas caused by the ETLF. At this time, CCL is not able to determine the likely penalty SCAQMD will seek for these NOVs, but it is likely to be substantial. CCL also is incurring substantial costs in conjunction with efforts to address the ETLF and attendant odors. On August 15, 2023, SCAQMD petitioned its Hearing Board for an Order for Abatement in Hearing Board Case No. 6177-4 to address the Rule 402 NOVs issued by SCAQMD inspectors as a result of the ETLF. SCAQMD and CCL negotiated a Stipulated Order for Abatement (the “Stipulated Order”), requiring CCL to comply with 40 conditions designed to address and abate the odor issues. The SCAQMD Hearing Board issued the Stipulated Order on September 6, 2023. Chiquita has been and is continuing to comply with the Stipulated Order. On November 3, 2023, SCAQMD petitioned for a status/modification hearing before the Hearing Board to modify the Stipulated Order in light of alleged leachate seepage at the Landfill, another impact of the ETLF. SCAQMD and CCL negotiated modifications to the Stipulated Order, which the SCAQMD Hearing Board approved after a hearing held on January 16 and 17, 2024. The modified Stipulated Order contains 56 conditions designed to address and abate the odor issues. A status hearing is scheduled for April 24 and 25, 2024. At this time, the Company is not able to determine the likelihood of any outcome of the resolution of the NOVs in this matter, including the amount of penalties. Collective Bargaining Agreements Sixteen of the Company’s collective bargaining agreements have expired or are set to expire in 2024. The Company does not expect any significant disruption in its overall business in 2024 as a result of labor negotiations, employee strikes or organizational efforts. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
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 29,808 of the Company’s common shares for $3,909 during the year ended December 31, 2023. 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 October 2023, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.03, from $0.255 to $0.285 per Company common share. Cash dividends of $270,604, $243,013 and $220,203 were paid during the years ended December 31, 2023, 2022 and 2021, respectively. Normal Course Issuer Bid On July 25, 2023, 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 12,881,534 of the Company’s common shares during the period of August 10, 2023 to August 9, 2024 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, 2023. The Company received TSX approval for its annual renewal of the NCIB on August 8, 2023. 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 63,103 common shares, which represents 25% of the average daily trading volume on the TSX of 252,412 common shares for the period from February 1, 2023 to July 31, 2023. 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, any share buyback taxes applicable and overall market conditions. All common shares purchased under the NCIB will be immediately cancelled following their repurchase. For the year ended December 31, 2023, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period. 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. As of December 31, 2023, the remaining maximum number of shares available for repurchase under the NCIB was 12,881,534. 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, 2023, the Company has reserved the following common shares for issuance: For outstanding RSUs, PSUs and warrants 2,062,801 For future grants under the 2016 Incentive Award Plan 2,683,803 For future grants under the Employee Share Purchase Plan 917,371 5,663,975 Common Shares Held in Trust Common shares held in trust at December 31, 2023 consist of 59,442 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, 2023, 2022 and 2021, the Company sold 6,017, 5,203 and 3,522 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, 2023, 2022 and 2021, 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, 2023, 2022 and 2021, 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, 2023 2022 2021 Weighted average grant-date fair value of restricted share units granted $ 133.65 $ 121.26 $ 100.27 Total fair value of restricted share units vested $ 39,754 $ 28,751 $ 26,711 A summary of activity related to RSUs during the year ended December 31, 2023, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2022 955,999 $ 109.29 Granted 414,309 $ 133.65 Forfeited (55,920) $ 122.22 Vested and issued (378,121) $ 105.14 Outstanding at December 31, 2023 936,267 $ 120.97 Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, 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, 2023, 2022 and 2021, the Company had 49,129, 81,352 and 100,861 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, 2023 2022 2021 Weighted average grant-date fair value of PSUs granted $ 133.83 $ 117.94 $ 96.99 Total fair value of PSUs vested $ 20,196 $ 4,674 $ 10,954 A summary of activity related to PSUs during the year ended December 31, 2023, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2022 341,850 $ 103.53 Granted 113,347 $ 133.83 Vested and issued (195,665) $ 103.22 Outstanding at December 31, 2023 259,532 $ 113.68 During the year ended December 31, 2023, 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, 2025. 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 was required to meet before those awards were earned, and the performance period for those grants ended on December 31, 2023. 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, 2023, expire between 2024 and 2028. A summary of warrant activity during the year ended December 31, 2023, is presented below: Weighted-Average Warrants Exercise Price Outstanding at December 31, 2022 854,630 $ 122.81 Granted 129,557 $ 136.58 Forfeited (137,997) $ 112.58 Exercised (28,317) $ 89.98 Outstanding at December 31, 2023 817,873 $ 127.85 The following table summarizes information about warrants outstanding as of December 31, 2023 and 2022: Fair Value of Warrants Warrants Outstanding at December 31, Grant Date Issued Exercise Price Issued 2023 2022 Throughout 2018 163,995 $70.91 to $80.90 $ 2,591 — 45,024 Throughout 2019 151,008 $74.25 to $95.61 $ 2,634 25,490 66,977 Throughout 2020 164,890 $72.65 to $104.89 $ 3,140 145,586 146,386 Throughout 2021 218,166 $99.33 to $135.97 $ 5,584 191,155 215,765 Throughout 2022 380,478 $125.32 to $143.95 $ 12,972 326,085 380,478 Throughout 2023 129,557 $129.75 to $142.93 $ 5,133 129,557 — 817,873 854,630 Deferred Share Units A summary of the Company’s deferred share units (“DSUs”) activity is presented below: Years Ended December 31, 2023 2022 2021 Weighted average grant-date fair value of DSUs granted $ 136.47 $ 121.00 $ 99.80 Total fair value of DSUs awarded $ 538 $ 253 $ 285 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, 2023, is presented below: Weighted-Average Grant Date Fair Vested Shares Value Per Share Outstanding at December 31, 2022 26,536 $ 68.55 Granted 3,945 $ 136.47 Outstanding at December 31, 2023 30,481 $ 77.34 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, 2023, is presented below: Outstanding at December 31, 2022 57,829 Cash settled (6,017) Outstanding at December 31, 2023 51,812 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, 2023, is presented below: Outstanding at December 31, 2022 43,570 Cash settled (11,774) Expired (31,796) Outstanding at December 31, 2023 — 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, 2023 | |
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, 2023, 2022 and 2021, are as follows: Year Ended December 31, 2023 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ (19,607) $ 5,196 $ (14,411) Changes in fair value of interest rate swaps 10,588 (2,806) 7,782 Foreign currency translation adjustment 53,633 — 53,633 $ 44,614 $ 2,390 $ 47,004 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 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, 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) Amounts reclassified into earnings (14,411) — (14,411) Changes in fair value 7,782 — 7,782 Foreign currency translation adjustment — 53,633 53,633 Balance at December 31, 2023 $ 16,749 $ (26,575) $ (9,826) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 U.S. $ 622,041 $ 734,126 $ 574,737 Non – U.S. 361,460 314,837 196,005 Income before income taxes $ 983,501 $ 1,048,963 $ 770,742 The provision for income taxes consists of the following: Years Ended December 31, 2023 2022 2021 Current: U.S. Federal $ 120,420 $ 59,675 $ 71,180 State 50,713 28,770 34,439 Non – U.S. 43,213 31,036 32,071 214,346 119,481 137,690 Deferred: U.S. Federal 14,130 95,397 51,534 State (1,931) 16,840 5,093 Non – U.S. (5,870) (18,756) (42,064) 6,329 93,481 14,563 Provision for income taxes $ 220,675 $ 212,962 $ 152,253 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, 2023 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.3 4.2 4.7 Deferred income tax liability adjustments 0.3 — 0.3 Effect of international operations (3.9) (4.0) (6.3) Other 0.7 (0.9) 0.1 22.4 % 20.3 % 19.8 % 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. The significant components of deferred income tax assets and liabilities, reduced by valuation allowances as applicable, are presented below: December 31, 2023 2022 Deferred income tax assets: Accrued expenses $ 33,358 $ 33,680 Compensation 25,781 23,194 Contingent liabilities 27,154 19,966 Tax credits and loss carryforwards 23,877 33,019 Landfill closure and post-closure 12,476 — Finance costs 6,968 13,856 Other 14,036 — Gross deferred income tax assets 143,650 123,715 Less: Valuation allowance — — Total deferred income tax assets 143,650 123,715 Deferred income tax liabilities: Goodwill and other intangibles (471,074) (434,500) Property and equipment (602,453) (579,615) Landfill closure and post-closure — (22,745) Prepaid expenses (15,428) (15,088) Investment in subsidiaries (71,136) (69,257) Interest rate swaps (6,039) (8,429) Other — (7,823) Total deferred income tax liabilities (1,166,130) (1,137,457) Net deferred income tax liability $ (1,022,480) $ (1,013,742) The Company has $51,318 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, 2023, the Company had undistributed earnings of approximately $3,832,677 for which income taxes have not been provided on permanently reinvested earnings of approximately $2,657,677. Additionally, the Company has not recorded deferred taxes on the amount of financial reporting basis in excess of tax basis of approximately $388,735 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 2019. Additionally, the normal reassessment period for the Company has expired for all Canadian federal income tax matters for years through 2018. The Company did not have any unrecognized tax benefits recorded at December 31, 2023, 2022 or 2021. The Company does not anticipate the total amount of unrecognized tax benefits will significantly change by December 31, 2024. 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, 2023 | |
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. Effective April 1, 2023, the Company modified its organizational structure under new regional operating segments as the result of continued growth in its business. The Company now reports revenue and segment EBITDA based on the following six geographic solid waste operating segments: Western, Southern, Central, Eastern, Canada and MidSouth. A small number of operating locations have been reallocated from the Western segment to the Central segment, the previous Eastern segment has been bifurcated into two smaller geographies now referred to as the Eastern segment and MidSouth segment, and a small number of operating locations have been reallocated from the Southern segment to the MidSouth segment. The Company’s six 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. While certain corporate or regional overhead expense allocations may affect comparability on a period-over-period basis, the segment information presented herein reflects the realignment of these regions. 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, 2023, 2022 and 2021, is shown in the following tables: Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2023 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Western $ 1,878,843 $ (209,554) $ 1,669,289 $ 483,205 $ 199,426 $ 192,148 $ 3,432,529 Southern 1,846,713 (204,439) 1,642,274 518,002 179,948 166,961 3,501,953 Central 1,620,908 (180,751) 1,440,157 512,283 169,370 171,748 2,811,016 Eastern 1,639,351 (259,118) 1,380,233 353,061 207,909 143,484 3,228,244 Canada 1,109,164 (113,322) 995,842 390,664 121,326 105,453 2,794,795 MidSouth 1,072,753 (178,597) 894,156 246,136 117,397 135,650 1,705,180 Corporate (a), (d) — — — (25,032) 7,835 18,556 442,159 $ 9,167,732 $ (1,145,781) $ 8,021,951 $ 2,478,319 $ 1,003,211 $ 934,000 $ 17,915,876 Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2022 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Western $ 1,605,574 $ (177,543) $ 1,428,031 $ 424,935 $ 155,882 $ 232,714 $ 3,239,679 Southern 1,670,864 (176,425) 1,494,439 466,519 175,614 151,093 3,410,888 Central 1,447,703 (159,355) 1,288,348 446,315 156,895 181,065 2,803,853 Eastern 1,445,193 (211,498) 1,233,695 281,522 190,480 138,028 2,752,436 Canada 1,047,672 (107,048) 940,624 349,403 118,388 70,051 2,773,882 MidSouth 992,922 (166,200) 826,722 235,705 112,866 133,849 1,727,323 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) Western $ 1,383,124 $ (154,498) $ 1,228,626 $ 386,513 $ 126,192 $ 147,556 $ 2,168,804 Southern 1,493,588 (172,526) 1,321,062 369,221 173,235 139,258 3,154,940 Central 1,243,666 (142,261) 1,101,405 379,644 138,683 149,360 2,429,811 Eastern 1,111,546 (155,836) 955,710 245,091 156,499 90,212 2,314,663 Canada 965,705 (108,982) 856,723 339,859 111,458 68,183 2,513,608 MidSouth 832,386 (144,551) 687,835 184,218 97,564 101,098 1,690,234 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 (a) The majority of Corporate expenses are allocated to the six 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 six 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 six operating segments. The following table shows changes in goodwill during the years ended December 31, 2022 and 2023, by reportable segment: Western Southern Central Eastern Canada MidSouth Total Balance as of December 31, 2021 $ 503,223 $ 1,457,437 $ 931,269 $ 992,578 $ 1,559,512 $ 743,624 $ 6,187,643 Goodwill acquired 229,112 90,457 72,201 196,533 235,095 1,193 824,591 Impact of changes in foreign currency — — — — (109,937) — (109,937) Balance as of December 31, 2022 732,335 1,547,894 1,003,470 1,189,111 1,684,670 744,817 6,902,297 Goodwill acquired 47,120 11,809 6,461 398,380 — 1,366 465,136 Goodwill acquisition adjustments — — — — (2,215) — (2,215) Goodwill divested — — (1,431) — — — (1,431) Impact of changes in foreign currency — — — — 40,613 — 40,613 Balance as of December 31, 2023 $ 779,455 $ 1,559,703 $ 1,008,500 $ 1,587,491 $ 1,723,068 $ 746,183 $ 7,404,400 Property and equipment, net relating to operations in the United States and Canada are as follows: December 31, 2023 2022 United States $ 6,456,319 $ 6,201,011 Canada 772,012 749,904 Total $ 7,228,331 $ 6,950,915 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, 2023 2022 2021 Western segment EBITDA $ 483,205 $ 424,935 $ 386,513 Southern segment EBITDA 518,002 466,519 369,221 Central segment EBITDA 512,283 446,315 379,644 Eastern segment EBITDA 353,061 281,522 245,091 Canada segment EBITDA 390,664 349,403 339,859 MidSouth segment EBITDA 246,136 235,705 184,218 Subtotal reportable segments 2,503,351 2,204,399 1,904,546 Unallocated corporate overhead (25,032) (25,019) (19,596) Depreciation (845,638) (763,285) (673,730) Amortization of intangibles (157,573) (155,675) (139,279) Impairments and other operating items (238,796) (18,230) (32,316) Interest expense (274,642) (202,331) (162,796) Interest income 9,350 5,950 2,916 Other income, net 12,481 3,154 6,285 Loss on early extinguishment of debt — — (115,288) Income before income tax provision $ 983,501 $ 1,048,963 $ 770,742 |
Net Income Per Share Informatio
Net Income Per Share Information | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022 and 2021: Years Ended December 31, 2023 2022 2021 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 762,800 $ 835,662 $ 618,047 Denominator: Basic shares outstanding 257,551,129 257,383,578 261,166,723 Dilutive effect of equity-based awards 598,115 655,223 561,747 Diluted shares outstanding 258,149,244 258,038,801 261,728,470 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | 19. EMPLOYEE BENEFIT PLANS Retirement Savings Plans: For eligible non-union Canadian employees, Waste Connections and its subsidiaries make a matching contribution to a deferred profit sharing plan (“DPSP”) of up to 5% of the employee’s eligible compensation, subject to certain limitations imposed by the Income Tax Act (Canada). Certain of Waste Connections’ subsidiaries also have voluntary savings and investment plans in the U.S. (the “401(k) Plans”). The 401(k) Plans are available to all eligible U.S. employees of Waste Connections and its subsidiaries. Waste Connections and its subsidiaries make matching contributions under the 401(k) Plans of 100% of every dollar of a participating employee’s 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. Total employer expenses, including employer matching contributions, for the DPSP and 401(k) Plans were $42,100, $37,165 and $31,834, respectively, during the years ended December 31, 2023, 2022 and 2021. 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 2023 2022 (b),(c) 2023 2022 2021 Agreement Western Conference of Teamsters Pension Trust 91-6145047 - 001 Green Green Not applicable $ 8,747 $ 5,803 $ 4,963 6/30/2023 to 6/30/2028 Local 731, I.B. of T., Pension Fund 36-6513567 - 001 Green for the plan year beginning 10/1/2022 Green for the plan year beginning 10/1/2021 Not applicable 4,939 4,484 4,504 9/30/2028 Suburban Teamsters of Northern Illinois Pension Fund 36-6155778 - 001 Green Green Not applicable 2,671 2,516 2,300 2/29/2024 Teamsters Local 301 Pension Fund 36-6492992 - 001 Green Green Not applicable 1,183 1,310 841 9/30/2028 Midwest Operating Engineers Pension Plan 36-6140097 - 001 Green for the plan year beginning 4/1/2023 Green for the plan year beginning 4/1/2022 Not applicable 704 542 424 10/31/2025 Local 813 Pension Trust Fund 13-1975659 - 001 Critical and Declining for the plan year beginning 1/1/2023 Critical Implemented 557 429 258 11/30/2027 Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund 36-6042061 - 001 Green Green Not applicable 452 470 439 12/31/2025 Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan 91-6028571 - 001 Green Green Not applicable 341 338 313 11/30/2026 IAM National Pension Fund 51-6031295 - 002 Critical Critical Implemented 338 342 299 12/31/2025 International Union of Operating Engineers Pension Trust 85512-1 Green as of 4/30/2022 Green as of 4/30/2020 Not applicable 285 281 295 3/31/2024 to 3/31/2025 Multi-Sector Pension Plan 1085653 Critical as of 1/1/2022 Critical as of 1/1/2021 Not applicable 246 249 265 12/31/2023 Recycling and General Industrial Union Local 108 Pension Fund 13-6366378 - 001 Green Green Not applicable 225 230 217 2/28/2027 Nurses and Local 813 IBT Retirement Plan 13-3628926 - 001 Green Green Not applicable 121 97 58 11/30/2027 Contributions to other multiemployer plans 185 65 75 $ 20,994 $ 17,156 $ 15,251 (a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2023 and 2022 is for the plans’ years ended December 31, 2022 and 2021, 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, 2023 and 2022. (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, 2022, 2021 and 2020; 2) Teamsters Local 301 Pension Fund for plan years ending December 31, 2022, 2021 and 2020; 3) Suburban Teamsters of Northern Illinois Pension Plan for the plan years ending December 31, 2022, 2021 and 2020; and 4) Recycling and General Industrial Union Local 108 Pension Fund for the plan years ending December 31, 2022, 2021 and 2020. 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, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. SUBSEQUENT EVENT On February 13, 2024, the Company announced that its Board of Directors approved a regular quarterly cash dividend of $0.285 per Company common share. The dividend will be paid on March 13, 2024, to shareholders of record on the close of business on February 28, 2024. |
SCHEDULE II - Valuation and Qua
SCHEDULE II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | WASTE CONNECTIONS, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2023, 2022 and 2021 (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, 2023 $ 22,939 $ 17,504 $ — $ (16,890) $ 23,553 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 |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
New Accounting Standards | |
Reclassification | Reclassification As disclosed within other notes to the financial statements, segment information reported in the Company’s prior year periods has been reclassified to conform with the 2023 presentation. |
New Accounting Pronouncements | 2. NEW ACCOUNTING STANDARDS AND RECLASSIFICATIONS Accounting Standards Adopted Clawback of Executive Compensation Rules Accounting Standards Pending Adoption Disclosure of Significant Segment Expenses and Other Segment Items Additional Income Tax Disclosures to income taxes. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, 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, 2023 2022 2021 Commercial $ 2,476,891 $ 2,176,295 $ 1,813,426 Residential 2,125,068 1,891,108 1,673,819 Industrial and construction roll off 1,333,020 1,183,624 954,181 Total collection 5,934,979 5,251,027 4,441,426 Landfill 1,483,397 1,328,942 1,233,499 Transfer 1,198,385 1,026,050 859,113 Recycling 147,039 204,876 205,076 E&P 232,211 210,562 138,707 Intermodal and other 171,721 188,471 152,194 Intercompany (1,145,781) (998,069) (878,654) Total $ 8,021,951 $ 7,211,859 $ 6,151,361 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, 2023 was recognized as revenue during the three months ended December 31, 2023 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, the method of transportation used 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 the Company’s 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, 2023 2022 Beginning balance $ 22,939 $ 18,480 Current period provision for expected credit losses 17,430 17,353 Write-offs charged against the allowance (22,743) (18,273) Recoveries collected 5,853 5,473 Impact of changes in foreign currency 74 (94) Ending balance $ 23,553 $ 22,939 |
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 Sheets, 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 $25,977 and $23,818 of deferred sales incentives at December 31, 2023 and 2022, respectively. During the years ended December 31, 2023, 2022 and 2021, the Company recorded a total of $25,855, $22,675 and $23,671, 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 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 2023 and 2022 “layers” for final capping, closure and post-closure obligations was 5.50% for 2023 and ranged from 3.25% to 5.50% for 2022. The Company’s long-term inflation rate assumption was 2.75% for 2023 and ranged from 2.25% to 2.75% for 2022. 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. In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical. 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 307 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, 2021 to December 31, 2023: 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 189,136 Accretion expense associated with landfill obligations 19,418 Closure payments (39,429) Assumption of closure liabilities from acquisitions 7,687 Foreign currency translation adjustment 815 Final capping, closure and post-closure liability at December 31, 2023 $ 522,233 Liability adjustments of $189,136 and $39,321 for the years ended December 31, 2023 and 2022, 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. In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical. - 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: ● ● |
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: ● ● ● ● ● 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 six geographic solid waste operating segments at December 31, 2023, 2022 and 2021. 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 six geographic operating segments at December 31, 2023, 2022 and 2021 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 2023 discounted cash flow analyses were based on ten-year financial forecasts, which in turn were based on the 2024 annual budget developed internally by management. These forecasts reflect operating profit margins that were consistent with 2023 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 8.1%. 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 six geographic operating segments as a result of its annual goodwill impairment tests for the years ended December 31, 2023, 2022 or 2021. The Company did not record an impairment charge to any of its six geographic operating segments as a result of its indefinite-lived intangible assets impairment tests for the years ended December 31, 2023 or 2022. 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. |
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: ● ● ● ● ● 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 years ended December 31, 2023 and 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. 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, 2023 December 31, 2022 Restricted Restricted Restricted Restricted Cash Investments Cash Investments Settlement of insurance claims $ 83,270 $ — $ 88,360 $ — Landfill closure and post-closure obligations 12,381 59,551 6,890 57,469 Other financial assurance requirements 9,988 10,799 7,477 10,630 $ 105,639 $ 70,350 $ 102,727 $ 68,099 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, 2023 and 2022, 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, 2023 and 2022, 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, 2023 and 2022, are as follows: Carrying Value at Fair Value (a) at December 31, December 31, December 31, December 31, 2023 2022 2023 2022 4.25% Senior Notes due 2028 $ 500,000 $ 500,000 $ 496,800 $ 470,850 3.50% Senior Notes due 2029 $ 500,000 $ 500,000 $ 478,350 $ 457,650 2.60% Senior Notes due 2030 $ 600,000 $ 600,000 $ 539,460 $ 510,540 2.20% Senior Notes due 2032 $ 650,000 $ 650,000 $ 543,725 $ 514,540 3.20% Senior Notes due 2032 $ 500,000 $ 500,000 $ 450,200 $ 429,000 4.20% Senior Notes due 2033 $ 750,000 $ 750,000 $ 729,600 $ 699,450 3.05% Senior Notes due 2050 $ 500,000 $ 500,000 $ 362,600 $ 343,300 2.95% Senior Notes due 2052 $ 850,000 $ 850,000 $ 601,460 $ 561,425 (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, 2023 were specifically designated to the Credit Agreement and accounted for as cash flow hedges. At December 31, 2023, the Company’s derivative instruments included four interest rate swap agreements as follows: Fixed Variable Notional Interest Interest Rate Expiration Date Entered Amount Rate Paid (a) Received Effective Date (b) Date August 2017 $ 200,000 2.1230 % 1-month Term SOFR November 2022 October 2025 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. The fair values of derivative instruments designated as cash flow hedges at December 31, 2023, 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) $ 15,842 Accrued liabilities $ — Other assets, net 6,945 Total derivatives designated as cash flow hedges $ 22,787 $ — (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2023 (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, 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 $ 17,906 Accrued liabilities $ — Other assets, net 13,901 Total derivatives designated as cash flow hedges $ 31,807 $ — 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, 2023, 2022 and 2021: 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, 2023 2022 2021 2023 2022 2021 Interest rate swaps $ 7,782 $ 56,107 $ 17,116 Interest expense $ (14,411) $ 4,815 $ 14,936 (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, 2023, 2022 and 2021, was $70,436 ($52,708 net of taxes), $63,485 ($47,503 net of taxes) and $58,221 ($43,495 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, 2023, related to unvested RSU awards was $76,770 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 1.3 years. The total unrecognized compensation cost at December 31, 2023, related to unvested PSU awards was $16,692 and this future expense will be recognized over the remaining vesting period of the PSU awards, which extends to 2026. The weighted average remaining vesting period of PSU awards is 1.0 years. Other Share-Based Awards As of December 31, 2023, 2022 and 2021, the Company had a liability of $8,060, $8,042 and $9,008, respectively, representing the December 31, 2023, 2022 and 2021 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, 2023, the Company has no remaining liability balance. As of December 31, 2022 and 2021, the Company had a liability of $3,814 and $4,088, respectively, representing the December 31, 2022 and 2021 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, 2023, 2022 and 2021, was $9,097, $8,335 and $7,155, 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, 2023 and 2022, the Company’s total accrual for self-insured liabilities was $183,546 and $151,379, respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets. For the years ended December 31, 2023, 2022 and 2021, the Company recognized $261,589, $204,347 and $179,250, 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 (Policies)
Leases (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
New Accounting Standards | |
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 of its ROU assets during the years ended December 31, 2023, 2022 and 2021. 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, 2023, 2022 and 2021. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. 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, 2023 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |
Total Reported Revenues by Service Line | Years Ended December 31, 2023 2022 2021 Commercial $ 2,476,891 $ 2,176,295 $ 1,813,426 Residential 2,125,068 1,891,108 1,673,819 Industrial and construction roll off 1,333,020 1,183,624 954,181 Total collection 5,934,979 5,251,027 4,441,426 Landfill 1,483,397 1,328,942 1,233,499 Transfer 1,198,385 1,026,050 859,113 Recycling 147,039 204,876 205,076 E&P 232,211 210,562 138,707 Intermodal and other 171,721 188,471 152,194 Intercompany (1,145,781) (998,069) (878,654) Total $ 8,021,951 $ 7,211,859 $ 6,151,361 |
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, 2023 2022 Beginning balance $ 22,939 $ 18,480 Current period provision for expected credit losses 17,430 17,353 Write-offs charged against the allowance (22,743) (18,273) Recoveries collected 5,853 5,473 Impact of changes in foreign currency 74 (94) Ending balance $ 23,553 $ 22,939 |
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, 2021 to December 31, 2023: 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 189,136 Accretion expense associated with landfill obligations 19,418 Closure payments (39,429) Assumption of closure liabilities from acquisitions 7,687 Foreign currency translation adjustment 815 Final capping, closure and post-closure liability at December 31, 2023 $ 522,233 |
Restricted Cash and Restricted Investments | Restricted cash and restricted investments consist of the following: December 31, 2023 December 31, 2022 Restricted Restricted Restricted Restricted Cash Investments Cash Investments Settlement of insurance claims $ 83,270 $ — $ 88,360 $ — Landfill closure and post-closure obligations 12,381 59,551 6,890 57,469 Other financial assurance requirements 9,988 10,799 7,477 10,630 $ 105,639 $ 70,350 $ 102,727 $ 68,099 |
Carrying Values and Fair Values of Debt Instruments | Carrying Value at Fair Value (a) at December 31, December 31, December 31, December 31, 2023 2022 2023 2022 4.25% Senior Notes due 2028 $ 500,000 $ 500,000 $ 496,800 $ 470,850 3.50% Senior Notes due 2029 $ 500,000 $ 500,000 $ 478,350 $ 457,650 2.60% Senior Notes due 2030 $ 600,000 $ 600,000 $ 539,460 $ 510,540 2.20% Senior Notes due 2032 $ 650,000 $ 650,000 $ 543,725 $ 514,540 3.20% Senior Notes due 2032 $ 500,000 $ 500,000 $ 450,200 $ 429,000 4.20% Senior Notes due 2033 $ 750,000 $ 750,000 $ 729,600 $ 699,450 3.05% Senior Notes due 2050 $ 500,000 $ 500,000 $ 362,600 $ 343,300 2.95% Senior Notes due 2052 $ 850,000 $ 850,000 $ 601,460 $ 561,425 (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 at December 31, 2023, 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) $ 15,842 Accrued liabilities $ — Other assets, net 6,945 Total derivatives designated as cash flow hedges $ 22,787 $ — (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2023 (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, 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 $ 17,906 Accrued liabilities $ — Other assets, net 13,901 Total derivatives designated as cash flow hedges $ 31,807 $ — |
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, 2023, 2022 and 2021: 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, 2023 2022 2021 2023 2022 2021 Interest rate swaps $ 7,782 $ 56,107 $ 17,116 Interest expense $ (14,411) $ 4,815 $ 14,936 (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 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |
Company's Derivative Instruments | At December 31, 2023, the Company’s derivative instruments included four interest rate swap agreements as follows: Fixed Variable Notional Interest Interest Rate Expiration Date Entered Amount Rate Paid (a) Received Effective Date (b) Date August 2017 $ 200,000 2.1230 % 1-month Term SOFR November 2022 October 2025 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, 2023 | |
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, 2023 2022 Income taxes receivable $ 28,124 $ 43,055 Inventory 61,673 55,188 Prepaid insurance 26,607 31,588 Unrealized cash flow hedge gains 15,842 17,906 Prepaid licenses and permits 13,898 12,116 Other 60,289 45,293 $ 206,433 $ 205,146 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consists of the following: December 31, 2023 2022 Landfill site costs $ 5,507,596 $ 5,179,768 Rolling stock 3,084,623 2,835,330 Land, buildings and improvements 1,807,719 1,673,062 Containers 1,277,594 1,180,370 Machinery and equipment 1,222,792 1,065,767 Construction in progress 167,025 132,367 13,067,349 12,066,664 Less accumulated depreciation and depletion (5,839,018) (5,115,749) $ 7,228,331 $ 6,950,915 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022 and 2021 were as follows: Years Ended December 31, 2023 2022 2021 Operating lease cost $ 47,840 $ 41,891 $ 40,381 Finance lease cost: Amortization of leased assets 2,852 2,484 3,424 Interest on leased liabilities 228 219 152 Total lease cost $ 50,920 $ 44,594 $ 43,957 Supplemental cash flow information and non-cash activity related to the Company’s leases are as follows: Years Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 46,688 $ 40,782 $ 40,249 Operating cash flows from finance leases $ 228 $ 219 $ 152 Financing cash flows from finance leases $ 2,817 $ 2,427 $ 3,133 Non-cash activity: Right-of-use assets obtained in exchange for lease liabilities - operating leases $ 92,503 $ 63,648 $ 17,933 Right-of-use assets obtained in exchange for lease liabilities - finance leases $ 1,388 $ 3,369 $ 10,012 Weighted-average remaining lease term and discount rate for the Company’s leases are as follows: Years Ended December 31, 2023 2022 2021 Weighted average remaining lease term - operating leases 10.9 years 8.9 years 8.0 years Weighted average remaining lease term - finance leases 3.4 years 4.2 years 4.9 years Weighted average discount rate - operating leases 4.04 % 2.93 % 3.37 % Weighted average discount rate - finance leases 2.36 % 1.96 % 1.89 % |
Summary of future minimum lease payments, operating leases | As of December 31, 2023, future minimum lease payments, reconciled to the respective lease liabilities, are as follows: Operating Leases Finance Leases 2024 $ 42,776 $ 3,194 2025 36,961 3,194 2026 34,178 2,608 2027 32,591 1,187 2028 28,097 263 Thereafter 172,987 29 Minimum lease payments 347,590 10,475 Less: imputed interest (76,617) (441) Present value of minimum lease payments 270,973 10,034 Less: current portion of lease liabilities (32,533) (2,978) Long-term portion of lease liabilities $ 238,440 $ 7,056 |
Summary of future minimum lease payments, finance leases | As of December 31, 2023, future minimum lease payments, reconciled to the respective lease liabilities, are as follows: Operating Leases Finance Leases 2024 $ 42,776 $ 3,194 2025 36,961 3,194 2026 34,178 2,608 2027 32,591 1,187 2028 28,097 263 Thereafter 172,987 29 Minimum lease payments 347,590 10,475 Less: imputed interest (76,617) (441) Present value of minimum lease payments 270,973 10,034 Less: current portion of lease liabilities (32,533) (2,978) Long-term portion of lease liabilities $ 238,440 $ 7,056 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022 and 2021: 2023 2022 2021 Acquisitions Acquisitions Acquisitions Fair value of consideration transferred: Cash $ 676,793 $ 2,206,901 $ 960,449 Debt assumed 76,001 127,136 108,345 752,794 2,334,037 1,068,794 Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: Accounts receivable 18,006 49,696 33,236 Prepaid expenses and other current assets 5,025 9,428 4,866 Restricted investments 5,462 7,469 — Operating lease right-of-use assets 15,364 4,707 5,972 Property and equipment 207,164 1,073,155 394,687 Long-term franchise agreements and contracts 76,401 239,866 134,827 Customer lists 19,719 74,940 75,612 Permits and other intangibles 3,050 187,107 116,967 Indefinite-lived intangibles — — 9,557 Other assets 24 243 77 Accounts payable and accrued liabilities (14,596) (56,633) (37,827) Current portion of operating lease liabilities (712) (1,546) (1,370) Deferred revenue (3,443) (10,761) (8,389) Contingent consideration (13,450) (6,642) (31,616) Long-term portion of operating lease liabilities (14,652) (3,161) (4,602) Other long-term liabilities (10,277) (6,915) (13,976) Deferred income taxes (3,212) (51,507) (63,822) Total identifiable net assets 289,873 1,509,446 614,199 Goodwill $ 462,921 $ 824,591 $ 454,595 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets Exclusive of Goodwill | Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2023: Gross Accumulated Net Carrying Accumulated Impairment Carrying Amount Amortization Loss Amount Finite-lived intangible assets: Long-term franchise agreements and contracts $ 960,033 $ (343,099) $ — $ 616,934 Customer lists 806,257 (606,192) — 200,065 Permits and other 784,905 (139,192) (40,784) 604,929 2,551,195 (1,088,483) (40,784) 1,421,928 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,732,808 $ (1,088,483) $ (40,784) $ 1,603,541 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 782,033 (532,739) — 249,294 Permits and other 779,689 (115,095) (40,784) 623,810 2,478,304 (945,216) (40,784) 1,492,304 Indefinite-lived intangible assets: Solid waste collection and transportation permits 181,613 — — 181,613 Intangible assets, exclusive of goodwill $ 2,659,917 $ (945,216) $ (40,784) $ 1,673,917 |
Estimated Future Amortization Expense of Amortizable Intangible Assets | Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of December 31, 2023 is as follows: For the year ending December 31, 2024 $ 144,486 For the year ending December 31, 2025 $ 126,061 For the year ending December 31, 2026 $ 109,934 For the year ending December 31, 2027 $ 95,848 For the year ending December 31, 2028 $ 85,582 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2023 2022 Insurance claims and premiums $ 184,403 $ 152,242 Payroll and payroll-related 108,423 126,301 Final capping, closure and post-closure liability 92,946 17,336 Interest payable 52,726 47,612 Property taxes 15,545 11,218 Environmental remediation reserves 10,860 3,165 Cell processing reserves 3,246 2,939 Share-based compensation plan liability — 2,344 Transaction-related expenses 958 1,627 Other 52,321 66,463 $ 521,428 $ 431,247 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | The following table presents the Company’s long-term debt as of December 31, 2023 and 2022: December 31, 2023 2022 Revolver under Credit Agreement, bearing interest ranging from 6.40% to 8.50% (a) $ 453,245 $ 614,705 Term loan under Credit Agreement, bearing interest at 6.50% (a) 650,000 650,000 Term loan under Term Loan Agreement, bearing interest at 6.44% (a), (b) 800,000 800,000 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 500,000 500,000 4.20% Senior Notes due 2033 750,000 750,000 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) 48,774 37,232 Finance leases, bearing interest ranging from 1.89% to 5.07%, with lease expiration dates ranging from 2026 to 2029 (a) 10,034 11,464 6,812,053 6,963,401 Less – current portion (26,462) (6,759) Less – unamortized debt discount and issuance costs (60,820) (66,493) Long-term portion of debt and notes payable $ 6,724,771 $ 6,890,149 (a) Interest rates represent the interest rates incurred at December 31, 2023. (b) Interest rate margin for term loan under Term Loan Agreement was 1.00% at December 31, 2023. |
Details of the Company's Credit Agreement | Details of the Credit Agreement are as follows: December 31, 2023 2022 Revolver under Credit Agreement Available $ 1,357,013 $ 1,193,502 Letters of credit outstanding $ 39,742 $ 41,793 Total amount drawn, as follows: $ 453,245 $ 614,705 Amount drawn – U.S. Term SOFR rate loan $ 90,000 $ 391,000 Interest rate applicable – U.S. Term SOFR rate loan 6.46 % 5.42 % Interest rate margin – U.S. Term SOFR rate loan 1.00 % 1.00 % Amount drawn – U.S. Term SOFR rate loan $ 150,000 $ — Interest rate applicable – U.S. Term SOFR rate loan 6.50 % — % Interest rate margin – U.S. Term SOFR rate loan 1.00 % — % Amount drawn – U.S. base rate loan $ 28,000 $ — Interest rate applicable – U.S. base rate loan 8.50 % — % Interest rate margin – U.S. base rate loan — % — % Amount drawn – Canadian prime rate loan $ 15,122 $ — Interest rate applicable - Canadian prime rate loan 7.20 % — % Interest rate margin – Canadian prime rate loan — % — % Amount drawn – Canadian bankers’ acceptance $ 153,111 $ 223,705 Interest rate applicable – Canadian bankers’ acceptance 6.46 % 5.74 % Interest rate acceptance fee – Canadian bankers’ acceptance 1.00 % 1.00 % Amount drawn – Canadian bankers’ acceptance $ 17,012 $ — Interest rate applicable – Canadian bankers’ acceptance 6.40 % — % Interest rate acceptance fee – Canadian bankers’ acceptance 1.00 % — % Commitment – rate applicable 0.09 % 0.09 % Term loan under Credit Agreement Amount drawn – U.S. Term SOFR rate loan $ 650,000 $ 650,000 Interest rate applicable – U.S. Term SOFR rate loan 6.50 % 5.42 % Interest rate margin – U.S. Term SOFR rate loan 1.00 % 1.00 % |
Aggregate Contractual Future Principal Payments by Calendar Year on Long-Term Debt | As of December 31, 2023, aggregate contractual future principal payments by calendar year on long-term debt are due as follows: 2024 $ 26,462 2025 7,355 2026 1,909,946 2027 5,447 2028 504,642 Thereafter 4,358,201 $ 6,812,053 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [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, 2023 and 2022, were as follows: Fair Value Measurement at December 31, 2023 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 $ 22,787 $ — $ 22,787 $ — Restricted cash $ 105,639 $ 105,639 $ — $ — Restricted investments $ 70,658 $ — $ 70,658 $ — Contingent consideration $ (115,030) $ — $ — $ (115,030) 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 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, 2023 and 2022: Years Ended December 31, 2023 2022 Beginning balance $ 81,415 $ 94,308 Contingent consideration recorded at acquisition date 13,450 6,642 Payment of contingent consideration recorded at acquisition date (13,317) (16,911) Payment of contingent consideration recorded in earnings — (2,982) Adjustments to contingent consideration 30,367 (1,030) Interest accretion expense 3,115 1,417 Foreign currency translation adjustment — (29) Ending balance $ 115,030 $ 81,415 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Purchase Commitments | As of December 31, 2023, future minimum purchase commitments, by calendar year, are as follows: 2024 $ 139,459 2025 33,013 2026 1,563 2027 621 2028 621 Thereafter 466 $ 175,743 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common Stock Shares Reserved for Issuance | For outstanding RSUs, PSUs and warrants 2,062,801 For future grants under the 2016 Incentive Award Plan 2,683,803 For future grants under the Employee Share Purchase Plan 917,371 5,663,975 |
Restricted Stock Units Activity | A summary of the Company’s RSU activity is presented below: Years Ended December 31, 2023 2022 2021 Weighted average grant-date fair value of restricted share units granted $ 133.65 $ 121.26 $ 100.27 Total fair value of restricted share units vested $ 39,754 $ 28,751 $ 26,711 |
Summary of Warrant Activity | A summary of warrant activity during the year ended December 31, 2023, is presented below: Weighted-Average Warrants Exercise Price Outstanding at December 31, 2022 854,630 $ 122.81 Granted 129,557 $ 136.58 Forfeited (137,997) $ 112.58 Exercised (28,317) $ 89.98 Outstanding at December 31, 2023 817,873 $ 127.85 |
Summarized Information about Warrants Outstanding | The following table summarizes information about warrants outstanding as of December 31, 2023 and 2022: Fair Value of Warrants Warrants Outstanding at December 31, Grant Date Issued Exercise Price Issued 2023 2022 Throughout 2018 163,995 $70.91 to $80.90 $ 2,591 — 45,024 Throughout 2019 151,008 $74.25 to $95.61 $ 2,634 25,490 66,977 Throughout 2020 164,890 $72.65 to $104.89 $ 3,140 145,586 146,386 Throughout 2021 218,166 $99.33 to $135.97 $ 5,584 191,155 215,765 Throughout 2022 380,478 $125.32 to $143.95 $ 12,972 326,085 380,478 Throughout 2023 129,557 $129.75 to $142.93 $ 5,133 129,557 — 817,873 854,630 |
Restricted Stock Units (RSUs) | |
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, 2023, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2022 955,999 $ 109.29 Granted 414,309 $ 133.65 Forfeited (55,920) $ 122.22 Vested and issued (378,121) $ 105.14 Outstanding at December 31, 2023 936,267 $ 120.97 |
Summary of Activity Related to Restricted Share Units | A summary of activity related to RSUs during the year ended December 31, 2023, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2022 955,999 $ 109.29 Granted 414,309 $ 133.65 Forfeited (55,920) $ 122.22 Vested and issued (378,121) $ 105.14 Outstanding at December 31, 2023 936,267 $ 120.97 |
Performance Shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Performance-Based Restricted Share Units Activity and Related Information | A summary of activity related to PSUs during the year ended December 31, 2023, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2022 341,850 $ 103.53 Granted 113,347 $ 133.83 Vested and issued (195,665) $ 103.22 Outstanding at December 31, 2023 259,532 $ 113.68 |
Performance-Based Restricted Share Units Activity | A summary of the Company’s PSU activity is presented below: Years Ended December 31, 2023 2022 2021 Weighted average grant-date fair value of PSUs granted $ 133.83 $ 117.94 $ 96.99 Total fair value of PSUs vested $ 20,196 $ 4,674 $ 10,954 |
Summary of Performance-Based Restricted Share Units Activity and Related Information | A summary of activity related to PSUs during the year ended December 31, 2023, is presented below: Weighted-Average Grant Date Fair Unvested Shares Value Per Share Outstanding at December 31, 2022 341,850 $ 103.53 Granted 113,347 $ 133.83 Vested and issued (195,665) $ 103.22 Outstanding at December 31, 2023 259,532 $ 113.68 |
Deferred Share Units | |
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 DSUs during the year ended December 31, 2023, is presented below: Weighted-Average Grant Date Fair Vested Shares Value Per Share Outstanding at December 31, 2022 26,536 $ 68.55 Granted 3,945 $ 136.47 Outstanding at December 31, 2023 30,481 $ 77.34 |
Restricted Stock Units Activity | A summary of the Company’s deferred share units (“DSUs”) activity is presented below: Years Ended December 31, 2023 2022 2021 Weighted average grant-date fair value of DSUs granted $ 136.47 $ 121.00 $ 99.80 Total fair value of DSUs awarded $ 538 $ 253 $ 285 |
Summary of Activity Related to Restricted Share Units | A summary of activity related to DSUs during the year ended December 31, 2023, is presented below: Weighted-Average Grant Date Fair Vested Shares Value Per Share Outstanding at December 31, 2022 26,536 $ 68.55 Granted 3,945 $ 136.47 Outstanding at December 31, 2023 30,481 $ 77.34 |
Progressive Waste Solutions Ltd. | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity and Related Information | Outstanding at December 31, 2022 43,570 Cash settled (11,774) Expired (31,796) Outstanding at December 31, 2023 — |
Summary of Stock Option Activity and Related Information | Outstanding at December 31, 2022 43,570 Cash settled (11,774) Expired (31,796) Outstanding at December 31, 2023 — |
Progressive Waste Solutions Ltd. | Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity Related to Restricted Share Units | Outstanding at December 31, 2022 57,829 Cash settled (6,017) Outstanding at December 31, 2023 51,812 |
Summary of Activity Related to Restricted Share Units | Outstanding at December 31, 2022 57,829 Cash settled (6,017) Outstanding at December 31, 2023 51,812 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Comprehensive Income (Loss) [Abstract] | |
Components of Other Comprehensive Income (Loss) | Year Ended December 31, 2023 Gross Tax Effect Net of Tax Interest rate swap amounts reclassified into interest expense $ (19,607) $ 5,196 $ (14,411) Changes in fair value of interest rate swaps 10,588 (2,806) 7,782 Foreign currency translation adjustment 53,633 — 53,633 $ 44,614 $ 2,390 $ 47,004 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 |
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, 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) Amounts reclassified into earnings (14,411) — (14,411) Changes in fair value 7,782 — 7,782 Foreign currency translation adjustment — 53,633 53,633 Balance at December 31, 2023 $ 16,749 $ (26,575) $ (9,826) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 U.S. $ 622,041 $ 734,126 $ 574,737 Non – U.S. 361,460 314,837 196,005 Income before income taxes $ 983,501 $ 1,048,963 $ 770,742 |
Provision (Benefit) for Income Taxes | The provision for income taxes consists of the following: Years Ended December 31, 2023 2022 2021 Current: U.S. Federal $ 120,420 $ 59,675 $ 71,180 State 50,713 28,770 34,439 Non – U.S. 43,213 31,036 32,071 214,346 119,481 137,690 Deferred: U.S. Federal 14,130 95,397 51,534 State (1,931) 16,840 5,093 Non – U.S. (5,870) (18,756) (42,064) 6,329 93,481 14,563 Provision for income taxes $ 220,675 $ 212,962 $ 152,253 |
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, 2023 2022 Deferred income tax assets: Accrued expenses $ 33,358 $ 33,680 Compensation 25,781 23,194 Contingent liabilities 27,154 19,966 Tax credits and loss carryforwards 23,877 33,019 Landfill closure and post-closure 12,476 — Finance costs 6,968 13,856 Other 14,036 — Gross deferred income tax assets 143,650 123,715 Less: Valuation allowance — — Total deferred income tax assets 143,650 123,715 Deferred income tax liabilities: Goodwill and other intangibles (471,074) (434,500) Property and equipment (602,453) (579,615) Landfill closure and post-closure — (22,745) Prepaid expenses (15,428) (15,088) Investment in subsidiaries (71,136) (69,257) Interest rate swaps (6,039) (8,429) Other — (7,823) Total deferred income tax liabilities (1,166,130) (1,137,457) Net deferred income tax liability $ (1,022,480) $ (1,013,742) |
Differences between Income Tax Provision in Statements of Net Income and Income Tax Provision Computed at Federal Statutory Rate | Years Ended December 31, 2023 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.3 4.2 4.7 Deferred income tax liability adjustments 0.3 — 0.3 Effect of international operations (3.9) (4.0) (6.3) Other 0.7 (0.9) 0.1 22.4 % 20.3 % 19.8 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022 and 2021, is shown in the following tables: Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2023 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Western $ 1,878,843 $ (209,554) $ 1,669,289 $ 483,205 $ 199,426 $ 192,148 $ 3,432,529 Southern 1,846,713 (204,439) 1,642,274 518,002 179,948 166,961 3,501,953 Central 1,620,908 (180,751) 1,440,157 512,283 169,370 171,748 2,811,016 Eastern 1,639,351 (259,118) 1,380,233 353,061 207,909 143,484 3,228,244 Canada 1,109,164 (113,322) 995,842 390,664 121,326 105,453 2,794,795 MidSouth 1,072,753 (178,597) 894,156 246,136 117,397 135,650 1,705,180 Corporate (a), (d) — — — (25,032) 7,835 18,556 442,159 $ 9,167,732 $ (1,145,781) $ 8,021,951 $ 2,478,319 $ 1,003,211 $ 934,000 $ 17,915,876 Year Ended Intercompany Reported Segment Depreciation and Capital December 31, 2022 Revenue Revenue (b) Revenue EBITDA (c) Amortization Expenditures Total Assets (e) Western $ 1,605,574 $ (177,543) $ 1,428,031 $ 424,935 $ 155,882 $ 232,714 $ 3,239,679 Southern 1,670,864 (176,425) 1,494,439 466,519 175,614 151,093 3,410,888 Central 1,447,703 (159,355) 1,288,348 446,315 156,895 181,065 2,803,853 Eastern 1,445,193 (211,498) 1,233,695 281,522 190,480 138,028 2,752,436 Canada 1,047,672 (107,048) 940,624 349,403 118,388 70,051 2,773,882 MidSouth 992,922 (166,200) 826,722 235,705 112,866 133,849 1,727,323 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) Western $ 1,383,124 $ (154,498) $ 1,228,626 $ 386,513 $ 126,192 $ 147,556 $ 2,168,804 Southern 1,493,588 (172,526) 1,321,062 369,221 173,235 139,258 3,154,940 Central 1,243,666 (142,261) 1,101,405 379,644 138,683 149,360 2,429,811 Eastern 1,111,546 (155,836) 955,710 245,091 156,499 90,212 2,314,663 Canada 965,705 (108,982) 856,723 339,859 111,458 68,183 2,513,608 MidSouth 832,386 (144,551) 687,835 184,218 97,564 101,098 1,690,234 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 (a) The majority of Corporate expenses are allocated to the six 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 six 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 six operating segments. |
Changes in Goodwill by Reportable Segment | The following table shows changes in goodwill during the years ended December 31, 2022 and 2023, by reportable segment: Western Southern Central Eastern Canada MidSouth Total Balance as of December 31, 2021 $ 503,223 $ 1,457,437 $ 931,269 $ 992,578 $ 1,559,512 $ 743,624 $ 6,187,643 Goodwill acquired 229,112 90,457 72,201 196,533 235,095 1,193 824,591 Impact of changes in foreign currency — — — — (109,937) — (109,937) Balance as of December 31, 2022 732,335 1,547,894 1,003,470 1,189,111 1,684,670 744,817 6,902,297 Goodwill acquired 47,120 11,809 6,461 398,380 — 1,366 465,136 Goodwill acquisition adjustments — — — — (2,215) — (2,215) Goodwill divested — — (1,431) — — — (1,431) Impact of changes in foreign currency — — — — 40,613 — 40,613 Balance as of December 31, 2023 $ 779,455 $ 1,559,703 $ 1,008,500 $ 1,587,491 $ 1,723,068 $ 746,183 $ 7,404,400 |
Property and Equipment, Net for Reportable Segments | Property and equipment, net relating to operations in the United States and Canada are as follows: December 31, 2023 2022 United States $ 6,456,319 $ 6,201,011 Canada 772,012 749,904 Total $ 7,228,331 $ 6,950,915 |
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, 2023 2022 2021 Western segment EBITDA $ 483,205 $ 424,935 $ 386,513 Southern segment EBITDA 518,002 466,519 369,221 Central segment EBITDA 512,283 446,315 379,644 Eastern segment EBITDA 353,061 281,522 245,091 Canada segment EBITDA 390,664 349,403 339,859 MidSouth segment EBITDA 246,136 235,705 184,218 Subtotal reportable segments 2,503,351 2,204,399 1,904,546 Unallocated corporate overhead (25,032) (25,019) (19,596) Depreciation (845,638) (763,285) (673,730) Amortization of intangibles (157,573) (155,675) (139,279) Impairments and other operating items (238,796) (18,230) (32,316) Interest expense (274,642) (202,331) (162,796) Interest income 9,350 5,950 2,916 Other income, net 12,481 3,154 6,285 Loss on early extinguishment of debt — — (115,288) Income before income tax provision $ 983,501 $ 1,048,963 $ 770,742 |
Net Income Per Share Informat_2
Net Income Per Share Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022 and 2021: Years Ended December 31, 2023 2022 2021 Numerator: Net income attributable to Waste Connections for basic and diluted earnings per share $ 762,800 $ 835,662 $ 618,047 Denominator: Basic shares outstanding 257,551,129 257,383,578 261,166,723 Dilutive effect of equity-based awards 598,115 655,223 561,747 Diluted shares outstanding 258,149,244 258,038,801 261,728,470 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 (b),(c) 2023 2022 2021 Agreement Western Conference of Teamsters Pension Trust 91-6145047 - 001 Green Green Not applicable $ 8,747 $ 5,803 $ 4,963 6/30/2023 to 6/30/2028 Local 731, I.B. of T., Pension Fund 36-6513567 - 001 Green for the plan year beginning 10/1/2022 Green for the plan year beginning 10/1/2021 Not applicable 4,939 4,484 4,504 9/30/2028 Suburban Teamsters of Northern Illinois Pension Fund 36-6155778 - 001 Green Green Not applicable 2,671 2,516 2,300 2/29/2024 Teamsters Local 301 Pension Fund 36-6492992 - 001 Green Green Not applicable 1,183 1,310 841 9/30/2028 Midwest Operating Engineers Pension Plan 36-6140097 - 001 Green for the plan year beginning 4/1/2023 Green for the plan year beginning 4/1/2022 Not applicable 704 542 424 10/31/2025 Local 813 Pension Trust Fund 13-1975659 - 001 Critical and Declining for the plan year beginning 1/1/2023 Critical Implemented 557 429 258 11/30/2027 Automobile Mechanics’ Local No. 701 Union and Industry Pension Fund 36-6042061 - 001 Green Green Not applicable 452 470 439 12/31/2025 Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan 91-6028571 - 001 Green Green Not applicable 341 338 313 11/30/2026 IAM National Pension Fund 51-6031295 - 002 Critical Critical Implemented 338 342 299 12/31/2025 International Union of Operating Engineers Pension Trust 85512-1 Green as of 4/30/2022 Green as of 4/30/2020 Not applicable 285 281 295 3/31/2024 to 3/31/2025 Multi-Sector Pension Plan 1085653 Critical as of 1/1/2022 Critical as of 1/1/2021 Not applicable 246 249 265 12/31/2023 Recycling and General Industrial Union Local 108 Pension Fund 13-6366378 - 001 Green Green Not applicable 225 230 217 2/28/2027 Nurses and Local 813 IBT Retirement Plan 13-3628926 - 001 Green Green Not applicable 121 97 58 11/30/2027 Contributions to other multiemployer plans 185 65 75 $ 20,994 $ 17,156 $ 15,251 (a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2023 and 2022 is for the plans’ years ended December 31, 2022 and 2021, 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, 2023 and 2022. (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, 2022, 2021 and 2020; 2) Teamsters Local 301 Pension Fund for plan years ending December 31, 2022, 2021 and 2020; 3) Suburban Teamsters of Northern Illinois Pension Plan for the plan years ending December 31, 2022, 2021 and 2020; and 4) Recycling and General Industrial Union Local 108 Pension Fund for the plan years ending December 31, 2022, 2021 and 2020. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue and Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Weighted Average, Remaining Contract, Term | 4 years | ||
Capitalized contract costs | $ 25,977 | $ 23,818 | |
Sales incentives amortization expense | $ 25,855 | $ 22,675 | $ 23,671 |
Minimum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated life of relevant customer relationship | 1 year | ||
Maximum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated life of relevant customer relationship | 5 years | ||
Landfill and Transfer Station | Minimum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Standard customer service agreement period | 1 year | ||
Landfill and Transfer Station | Maximum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Standard customer service agreement period | 10 years | ||
Collection | Minimum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Standard customer service agreement period | 1 year | ||
Collection | Maximum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Standard customer service agreement period | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenues by Service Line (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | |||
Revenues | $ 8,021,951 | $ 7,211,859 | $ 6,151,361 |
Reportable Segments | Collection | |||
Revenue from External Customer [Line Items] | |||
Revenues | 5,934,979 | 5,251,027 | 4,441,426 |
Reportable Segments | Collection | Commercial | |||
Revenue from External Customer [Line Items] | |||
Revenues | 2,476,891 | 2,176,295 | 1,813,426 |
Reportable Segments | Collection | Residential | |||
Revenue from External Customer [Line Items] | |||
Revenues | 2,125,068 | 1,891,108 | 1,673,819 |
Reportable Segments | Collection | Industrial and construction roll off | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,333,020 | 1,183,624 | 954,181 |
Reportable Segments | Landfill | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,483,397 | 1,328,942 | 1,233,499 |
Reportable Segments | Transfer | |||
Revenue from External Customer [Line Items] | |||
Revenues | 1,198,385 | 1,026,050 | 859,113 |
Reportable Segments | Recycling | |||
Revenue from External Customer [Line Items] | |||
Revenues | 147,039 | 204,876 | 205,076 |
Reportable Segments | Exploration and Production Waste Treatment Recovery and Disposal | |||
Revenue from External Customer [Line Items] | |||
Revenues | 232,211 | 210,562 | 138,707 |
Reportable Segments | Intermodal and other | |||
Revenue from External Customer [Line Items] | |||
Revenues | 171,721 | 188,471 | 152,194 |
Intercompany Revenue | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ (1,145,781) | $ (998,069) | $ (878,654) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary [Abstract] | |||
Allowance for Credit Losses, Beginning Balance | $ 22,939 | $ 18,480 | |
Current period provision for expected credit losses | 17,430 | 17,353 | $ 9,719 |
Write-offs charged against the allowance | (22,743) | (18,273) | |
Recoveries collected | 5,853 | 5,473 | |
Impact of changes in foreign currency | 74 | (94) | |
Allowance for Credit Losses, Ending Balance | $ 23,553 | $ 22,939 | $ 18,480 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property Plant and Equipment Estimated Useful Lives (Details) | Dec. 31, 2023 |
Buildings | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
Buildings | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 20 years |
Leasehold and Land Improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Leasehold and Land Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
Machinery and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Machinery and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 12 years |
Rolling Stock | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Rolling Stock | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 10 years |
Containers | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Containers | Maximum | |
Property Plant And Equipment [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, 2023 | Dec. 31, 2022 | |
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 | 307 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 | $ 189,136 | $ 39,321 |
Landfill | ||
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 | Minimum | ||
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 | Maximum | ||
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 | Measurement Input, Discount Rate | ||
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% | |
Landfill | Measurement Input, Discount Rate | Minimum | ||
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 | Measurement Input, Discount Rate | Maximum | ||
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, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Final capping, closure and post-closure liability at the beginning of the period | $ 344,606 | $ 302,537 |
Liability adjustments | 189,136 | 39,321 |
Accretion expense associated with landfill obligations | 19,418 | 16,068 |
Closure payments | (39,429) | (18,834) |
Assumption of closure liabilities from acquisitions | 7,687 | 8,575 |
Disposition of closure liabilities from divested operations | (916) | |
Foreign currency translation adjustment | 815 | (2,145) |
Final capping, closure and post-closure liability at the end of the period | $ 522,233 | $ 344,606 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2021 USD ($) site | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment site | Dec. 31, 2023 segment | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of Reportable Segments | segment | 6 | 6 | 6 | ||
Forecasts period used for discounted cash flow analyses | 10 years | ||||
Perpetual revenue growth rate | 4.50% | ||||
Market Participant Rate | 8.10% | 8.10% | |||
Number of Reporting Units | segment | 6 | 6 | 6 | ||
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 | 6 | 6 | |||
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 | ||
Adjustments to contingent consideration | $ 30,367 | $ (1,030) | $ 2,954 | ||
Exploration and Production and Sothern | |||||
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 | |||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment loss | 0 | 0 | $ 0 | ||
Impairment of intangible assets | $ 0 | $ 0 | |||
Exploration and Production Waste Treatment Recovery and Disposal | Southern | |||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of sites impaired | site | 3 | ||||
Minimum | |||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Expected term of related agreements | 1 year | 1 year | |||
Maximum | |||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||
Expected term of related agreements | 56 years | 56 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Restricted Cash and Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Restricted cash | $ 105,639 | $ 102,727 |
Restricted investments | 70,350 | 68,099 |
Restricted Settlement of Insurance Claims | ||
Restricted cash | 83,270 | 88,360 |
Restricted Landfill Closure and Post-Closure Obligations | ||
Restricted cash | 12,381 | 6,890 |
Restricted investments | 59,551 | 57,469 |
Restricted Other Financial Assurance Requirements | ||
Restricted cash | 9,988 | 7,477 |
Restricted investments | $ 10,799 | $ 10,630 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Fair Value of Financial Instruments - Carrying Values and Fair Values of Debt Instruments (Details) - Senior Notes - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2021 |
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 100,000 | ||
Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 500,000 | $ 500,000 | |
Fair value of senior notes | $ 496,800 | $ 470,850 | |
Interest rate | 4.25% | 4.25% | |
Senior Notes due 2029 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 500,000 | $ 500,000 | |
Fair value of senior notes | $ 478,350 | $ 457,650 | |
Interest rate | 3.50% | 3.50% | |
Senior Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 600,000 | $ 600,000 | |
Fair value of senior notes | $ 539,460 | $ 510,540 | |
Interest rate | 2.60% | 2.60% | |
Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 650,000 | $ 650,000 | |
Fair value of senior notes | $ 543,725 | 514,540 | |
Interest rate | 2.20% | ||
New Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 500,000 | 500,000 | |
Fair value of senior notes | $ 450,200 | 429,000 | |
Interest rate | 3.20% | ||
Senior Notes due 2033 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 750,000 | 750,000 | |
Fair value of senior notes | $ 729,600 | 699,450 | |
Interest rate | 4.20% | ||
Senior Notes due 2050 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 500,000 | 500,000 | |
Fair value of senior notes | $ 362,600 | $ 343,300 | |
Interest rate | 3.05% | 3.05% | |
Senior Notes due 2052 | |||
Debt Instrument [Line Items] | |||
Carrying value of senior notes | $ 850,000 | $ 850,000 | |
Fair value of senior notes | $ 601,460 | $ 561,425 | |
Interest rate | 2.95% | 2.95% |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Derivative Financial Instruments - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) agreement |
Derivative [Line Items] | |
Number of interest rate swap agreements | agreement | 4 |
Interest Rate Swap One | |
Derivative [Line Items] | |
Notional amount | $ 200,000 |
Interest Rate Swap Two | |
Derivative [Line Items] | |
Notional amount | 200,000 |
Interest Rate Swap Three | |
Derivative [Line Items] | |
Notional amount | 200,000 |
Interest Rate Swap Four | |
Derivative [Line Items] | |
Notional amount | $ 200,000 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Derivative Financial Instruments - Interest Rate Swaps (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) agreement | |
Derivative [Line Items] | |
Number of interest rate swap agreements | agreement | 4 |
Interest Rate Swap One | |
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 | |
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 Three | |
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 Four | |
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, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, asset derivatives | $ 22,787 | $ 31,807 |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, asset derivatives | 15,842 | 17,906 |
Interest Rate Swap | Prepaid Expenses and Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, asset derivatives | 15,842 | 17,906 |
Interest Rate Swap | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as cash flow hedges, asset derivatives | $ 6,945 | $ 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ 7,782 | $ 56,107 | $ 17,116 |
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | 14,411 | (4,815) | (14,936) |
Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 7,782 | 56,107 | 17,116 |
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | (14,411) | 4,815 | 14,936 |
Cash Flow Hedging | Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 7,782 | 56,107 | 17,116 |
Cash Flow Hedging | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | $ (14,411) | $ 4,815 | $ 14,936 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Contractual life of warrants | 5 years | ||
Share-based compensation expense, gross | $ 70,436 | $ 63,485 | $ 58,221 |
Share-based compensation expense, net of taxes | 52,708 | 47,503 | 43,495 |
Restricted Stock Units (RSUs) | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Unrecognized compensation cost related to unvested awards | $ 76,770 | ||
Restricted stock unit awards, vesting final year | 2027 | ||
Weighted average remaining vesting period | 1 year 3 months 18 days | ||
Restricted Stock Units (RSUs) | Progressive Waste Plans | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Share-based compensation liability | $ 8,060 | 8,042 | 9,008 |
Performance Shares | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Unrecognized compensation cost related to unvested awards | $ 16,692 | ||
Restricted stock unit awards, vesting final year | 2026 | ||
Weighted average remaining vesting period | 1 year | ||
Employee Stock Option | Progressive Waste Plans | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Share-based compensation liability | $ 0 | $ 3,814 | $ 4,088 |
2020 Employee Share Purchase Plan | Minimum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Exercise price percentage of closing price of common shares | 85% | ||
2020 Employee Share Purchase Plan | Maximum | |||
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising costs | $ 9,097 | $ 8,335 | $ 7,155 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Insurance Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrual for self insured liabilities | $ 183,546 | $ 151,379 | |
Self-insurance expense | $ 261,589 | $ 204,347 | $ 179,250 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets [Line Items] | ||
Income taxes receivable | $ 28,124 | $ 43,055 |
Inventory | 61,673 | 55,188 |
Prepaid insurance | 26,607 | 31,588 |
Unrealized cash flow hedge gains | 22,787 | 31,807 |
Prepaid licenses and permits | 13,898 | 12,116 |
Other | 60,289 | 45,293 |
Total prepaid expenses and other current assets | 206,433 | 205,146 |
Interest Rate Swap | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Unrealized cash flow hedge gains | 15,842 | 17,906 |
Interest Rate Swap | Prepaid Expenses and Other Current Assets | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Unrealized cash flow hedge gains | 15,842 | 17,906 |
Interest Rate Swap | Other Assets | ||
Prepaid Expenses And Other Current Assets [Line Items] | ||
Unrealized cash flow hedge gains | $ 6,945 | $ 13,901 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Machinery and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease right-of-use assets | $ 9,762 | $ 11,227 | |
Landfill | |||
Property, Plant and Equipment [Line Items] | |||
Landfill depletion expense | $ 254,633 | $ 232,251 | $ 212,898 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 13,067,349 | $ 12,066,664 |
Less accumulated depreciation and depletion | (5,839,018) | (5,115,749) |
Property, Plant and Equipment, Net, Total | 7,228,331 | 6,950,915 |
Landfill | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 5,507,596 | 5,179,768 |
Rolling Stock | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 3,084,623 | 2,835,330 |
Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,807,719 | 1,673,062 |
Containers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,277,594 | 1,180,370 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,222,792 | 1,065,767 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 167,025 | $ 132,367 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease impairment charge | $ 0 | $ 0 | $ 0 |
Finance lease impairment charge | $ 0 | $ 0 | $ 0 |
Leases - Operating and Financin
Leases - Operating and Financing Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost for operating leases | |||
Operating lease cost | $ 47,840 | $ 41,891 | $ 40,381 |
Amortization of leased assets | 2,852 | 2,484 | 3,424 |
Interest on leased liabilities | 228 | 219 | 152 |
Total lease cost | $ 50,920 | $ 44,594 | $ 43,957 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |||
Operating cash flows from operating leases | $ 46,688 | $ 40,782 | $ 40,249 |
Operating cash flows from finance leases | 228 | 219 | 152 |
Financing cash flows from finance leases | 2,817 | 2,427 | 3,133 |
Right-of-use assets obtained in exchange for lease liabilities - operating leases | 92,503 | 63,648 | 17,933 |
Right-of-use assets obtained in exchange for lease liabilities - finance leases | $ 1,388 | $ 3,369 | $ 10,012 |
Leases - Weighted-Average Remai
Leases - Weighted-Average Remaining Lease Term And Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee Disclosure [Abstract] | |||
Weighted average remaining lease term - operating leases | 10 years 10 months 24 days | 8 years 10 months 24 days | 8 years |
Weighted average remaining lease term - finance leases | 3 years 4 months 24 days | 4 years 2 months 12 days | 4 years 10 months 24 days |
Weighted average discount rate - operating leases | 4.04% | 2.93% | 3.37% |
Weighted average discount rate - finance leases | 2.36% | 1.96% | 1.89% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Future Minimum Lease Payments, Operating Leases | ||
2024 | $ 42,776 | |
2025 | 36,961 | |
2026 | 34,178 | |
2027 | 32,591 | |
2028 | 28,097 | |
Thereafter (year five) | 172,987 | |
Minimum lease payments | 347,590 | |
Less: imputed interest | (76,617) | |
Present value of minimum lease payments | 270,973 | |
Less: current portion of operating lease liabilities | (32,533) | $ (35,170) |
Long-term portion of operating lease liabilities | 238,440 | 165,462 |
Future Minimum Lease Payments, Finance Leases | ||
2024 | 3,194 | |
2025 | 3,194 | |
2026 | 2,608 | |
2027 | 1,187 | |
2028 | 263 | |
Thereafter (year five) | 29 | |
Minimum lease payments | 10,475 | |
Less: imputed interest, finance leases | (441) | |
Present value of minimum lease payments, finance leases | $ 10,034 | $ 11,464 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation, Long-term Debt and Lease Obligation, Current | Long-term Debt and Lease Obligation, Long-term Debt and Lease Obligation, Current |
Less: current portion of finance lease liabilities | $ (2,978) | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation, Current | |
Long-term portion of finance lease liabilities | $ 7,056 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) entity | Dec. 31, 2023 USD ($) agreement | Dec. 31, 2022 USD ($) entity | Dec. 31, 2021 USD ($) entity agreement | |
Business Acquisition [Line Items] | |||||
Number of immaterial businesses acquired in period | entity | 12 | 24 | 30 | ||
Acquisition-related costs | $ 10,653 | $ 24,933 | $ 11,318 | ||
Contingent considerations | 31,616 | ||||
Goodwill expected to be deductible for tax purposes | 372,671 | $ 372,671 | $ 372,671 | 510,755 | 187,287 |
Trade receivables acquired in business combination gross contractual amount | 19,202 | 19,202 | 19,202 | 54,332 | 36,645 |
Trade receivables acquired in business combination expected to be uncollectible amount | 1,196 | $ 1,196 | $ 1,196 | 4,636 | $ 3,409 |
Number of individually immaterial acquisitions | 5 | 5 | |||
Number of businesses acquired with contingent consideration | agreement | 9 | ||||
Payment of contingent consideration recorded at acquisition date | 13,317 | $ 16,911 | $ 12,934 | ||
Measurement Input, Discount Rate | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration measurement input | 1.5 | ||||
Exploration and Production Waste Treatment Recovery and Disposal | |||||
Business Acquisition [Line Items] | |||||
Number of immaterial businesses acquired in period | entity | 1 | ||||
Nine Acquired Businesses 2021 | |||||
Business Acquisition [Line Items] | |||||
Payment of contingent consideration recorded at acquisition date | $ 13,460 | ||||
Minimum | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payable period | 1 year | ||||
Maximum | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration payable period | 2 years |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred to Acquire Businesses and Assets Acquired, Liabilities Assumed Schedule (Detail) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) entity | Dec. 31, 2023 USD ($) agreement | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair value of consideration transferred: | |||||
Cash | $ 676,793 | $ 2,206,901 | $ 960,449 | ||
Consideration transferred | 752,794 | 2,334,037 | 1,068,794 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Accounts receivable | 18,006 | $ 18,006 | $ 18,006 | 49,696 | 33,236 |
Prepaid expenses and other current assets | 5,025 | 5,025 | 5,025 | 9,428 | 4,866 |
Restricted investments | 5,462 | 5,462 | 5,462 | 7,469 | 0 |
Operating lease right-of-use assets | 15,364 | 15,364 | 15,364 | 4,707 | 5,972 |
Property and equipment | 207,164 | 207,164 | 207,164 | 1,073,155 | 394,687 |
Indefinite-lived intangibles | 9,557 | ||||
Other assets | 24 | 24 | 24 | 243 | 77 |
Current portion of operating lease liabilities | (712) | (712) | (712) | (1,546) | (1,370) |
Deferred revenue | (3,443) | (3,443) | (3,443) | (10,761) | (8,389) |
Long-term portion of operating lease liabilities | (14,652) | (14,652) | (14,652) | (3,161) | (4,602) |
Other long-term liabilities | (10,277) | (10,277) | (10,277) | (6,915) | (13,976) |
Deferred income taxes | (3,212) | (3,212) | (3,212) | (51,507) | (63,822) |
Total identifiable net assets | 289,873 | 289,873 | 289,873 | 1,509,446 | 614,199 |
Goodwill | 462,921 | 824,591 | 454,595 | ||
Goodwill expected to be deductible for tax purposes | 372,671 | $ 372,671 | $ 372,671 | 510,755 | 187,287 |
Number of individually immaterial acquisitions | 5 | 5 | |||
Trade receivables acquired in business combination gross contractual amount | 19,202 | $ 19,202 | $ 19,202 | 54,332 | 36,645 |
Trade receivables acquired in business combination expected to be uncollectible amount | 1,196 | 1,196 | 1,196 | 4,636 | 3,409 |
Accounts Payable and Accrued Liabilities | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Accounts payable and accrued liabilities | (14,596) | (14,596) | (14,596) | (56,633) | (37,827) |
Debt | |||||
Fair value of consideration transferred: | |||||
Debt assumed | 76,001 | 127,136 | 108,345 | ||
Contingent Consideration | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Contingent consideration | (13,450) | (13,450) | (13,450) | (6,642) | (31,616) |
Long Term Franchise Agreements And Contracts | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 76,401 | 76,401 | 76,401 | 239,866 | 134,827 |
Customer Lists | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | 19,719 | 19,719 | 19,719 | 74,940 | 75,612 |
Permits and Other | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired: | |||||
Intangibles | $ 3,050 | $ 3,050 | $ 3,050 | $ 187,107 | $ 116,967 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Long-term Franchise Agreements and Contracts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 19 years 6 months |
Customer Lists | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 12 years 2 months 12 days |
Permits and Other | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted average amortization period of acquired intangible assets | 40 years |
Intangible Assets, Net - Intang
Intangible Assets, Net - Intangible Assets Exclusive of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | $ 2,551,195 | $ 2,478,304 |
Gross Carrying Amount, Intangible Assets, Exclusive of Goodwill | 2,732,808 | 2,659,917 |
Accumulated Amortization, Finite-Lived Intangible Assets | (1,088,483) | (945,216) |
Accumulated Impairment Loss, Finite-Lived Intangible Assets | (40,784) | (40,784) |
Net Carrying Amount, Finite-Lived Intangible Assets | 1,421,928 | 1,492,304 |
Net Carrying Amount, Intangible Assets | 1,603,541 | 1,673,917 |
Solid Waste Collection and Transportation Permits | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount, Indefinite-Lived Intangible Assets | 181,613 | 181,613 |
Long-term Franchise Agreements and Contracts | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 960,033 | 916,582 |
Accumulated Amortization, Finite-Lived Intangible Assets | (343,099) | (297,382) |
Net Carrying Amount, Finite-Lived Intangible Assets | 616,934 | 619,200 |
Customer Lists | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 806,257 | 782,033 |
Accumulated Amortization, Finite-Lived Intangible Assets | (606,192) | (532,739) |
Net Carrying Amount, Finite-Lived Intangible Assets | 200,065 | 249,294 |
Permits and Other | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived Intangible Assets | 784,905 | 779,689 |
Accumulated Amortization, Finite-Lived Intangible Assets | (139,192) | (115,095) |
Accumulated Impairment Loss, Finite-Lived Intangible Assets | (40,784) | (40,784) |
Net Carrying Amount, Finite-Lived Intangible Assets | $ 604,929 | $ 623,810 |
Intangible Assets, Net - Estima
Intangible Assets, Net - Estimated Future Amortization Expense, Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Intangible Assets, Net [Abstract] | |
For the year ending December 31, 2024 | $ 144,486 |
For the year ending December 31, 2025 | 126,061 |
For the year ending December 31, 2026 | 109,934 |
For the year ending December 31, 2027 | 95,848 |
For the year ending December 31, 2028 | $ 85,582 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities [Abstract] | ||
Insurance claims and premiums | $ 184,403 | $ 152,242 |
Payroll and payroll-related | 108,423 | 126,301 |
Interest payable | 52,726 | 47,612 |
Final capping, closure and post-closure liability - current portion | 92,946 | 17,336 |
Property taxes | 15,545 | 11,218 |
Environmental remediation reserve - current portion | 10,860 | 3,165 |
Cell processing reserve - current portion | 3,246 | 2,939 |
Share-based compensation plan liability - current portion | 2,344 | |
Transaction-related expenses | 958 | 1,627 |
Other | 52,321 | 66,463 |
Accrued Liabilities, Current, Total | $ 521,428 | $ 431,247 |
Long-Term Debt - Schedule of LT
Long-Term Debt - Schedule of LTD and Lease Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2021 | |
Debt Instrument [Line Items] | |||
Finance leases | $ 10,034 | $ 11,464 | |
Total debt and lease obligations | 6,812,053 | 6,963,401 | |
Less - current portion | (26,462) | (6,759) | |
Less - unamortized debt discount and issuance costs | 60,820 | 66,493 | |
Long-term Debt and Lease Obligation | $ 6,724,771 | 6,890,149 | |
Minimum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Finance leases interest rate | 1.89% | ||
Maximum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Finance leases interest rate | 5.07% | ||
Credit Agreement | SOFR | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Margin rate for loans | 0.10% | ||
Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 453,245 | 614,705 | |
Credit Agreement | Revolving Credit Facility | Minimum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 6.40% | ||
Credit Agreement | Revolving Credit Facility | Maximum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 8.50% | ||
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 90,000 | $ 391,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 6.46% | 5.42% | |
Margin rate for loans | 1% | 1% | |
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 150,000 | $ 0 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 6.50% | 0% | |
Margin rate for loans | 1% | 0% | |
Credit Agreement | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 28,000 | $ 0 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 8.50% | 0% | |
Margin rate for loans | 0% | 0% | |
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 153,111 | $ 223,705 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 6.46% | 5.74% | |
Margin rate for loans | 1% | 1% | |
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 17,012 | $ 0 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 6.40% | 0% | |
Margin rate for loans | 1% | 0% | |
Credit Agreement | Revolving Credit Facility | Canadian Prime Rate | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 15,122 | $ 0 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 7.20% | 0% | |
Margin rate for loans | 0% | 0% | |
Notes Payable to Sellers and Other Third Parties | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 48,774 | $ 37,232 | |
Notes Payable to Sellers and Other Third Parties | Minimum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 2.42% | ||
Notes Payable to Sellers and Other Third Parties | Maximum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 10.35% | ||
Term Loan Facility | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 650,000 | 650,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 6.50% | ||
Term Loan Facility | Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 800,000 | 800,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Line of credit, interest rate | 6.44% | ||
Margin rate for loans | 1% | ||
Term Loan Facility | Term Loan Agreement | SOFR | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Margin rate for loans | 0.10% | ||
Term Loan Facility | Term Loan Agreement | SOFR | Minimum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Margin rate for loans | 0.75% | ||
Term Loan Facility | Term Loan Agreement | SOFR | Maximum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Margin rate for loans | 1.25% | ||
Term Loan Facility | Term Loan Agreement | Base Rate | Minimum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Margin rate for loans | 0% | ||
Term Loan Facility | Term Loan Agreement | Base Rate | Maximum | |||
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Margin rate for loans | 0.25% | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 100,000 | ||
Senior Notes | Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 500,000 | $ 500,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 4.25% | 4.25% | |
Senior Notes | Senior Notes due 2029 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 500,000 | $ 500,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 3.50% | 3.50% | |
Senior Notes | Senior Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 600,000 | $ 600,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 2.60% | 2.60% | |
Senior Notes | Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 650,000 | $ 650,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 2.20% | ||
Senior Notes | New Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 500,000 | 500,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 3.20% | ||
Senior Notes | Senior Notes due 2033 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 750,000 | 750,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 4.20% | ||
Senior Notes | Senior Notes due 2050 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 500,000 | $ 500,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 3.05% | 3.05% | |
Senior Notes | Senior Notes due 2052 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 850,000 | $ 850,000 | |
Debt Instrument, Interest Rate, Stated Percentage [Abstract] | |||
Interest rate | 2.95% | 2.95% |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement Schedule (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2021 | |
Credit Agreement | SOFR | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.10% | ||
Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Available | $ 1,357,013 | $ 1,193,502 | |
Amount drawn | $ 453,245 | $ 614,705 | |
Commitment - rate applicable | 0.09% | 0.09% | |
Credit Agreement | Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate applicable | 6.40% | ||
Commitment - rate applicable | 0.065% | ||
Credit Agreement | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate applicable | 8.50% | ||
Commitment - rate applicable | 0.15% | ||
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 90,000 | $ 391,000 | |
Interest rate applicable | 6.46% | 5.42% | |
Margin rate for loans | 1% | 1% | |
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 150,000 | $ 0 | |
Interest rate applicable | 6.50% | 0% | |
Margin rate for loans | 1% | 0% | |
Credit Agreement | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 28,000 | $ 0 | |
Interest rate applicable | 8.50% | 0% | |
Margin rate for loans | 0% | 0% | |
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 153,111 | $ 223,705 | |
Interest rate applicable | 6.46% | 5.74% | |
Margin rate for loans | 1% | 1% | |
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 17,012 | $ 0 | |
Interest rate applicable | 6.40% | 0% | |
Margin rate for loans | 1% | 0% | |
Credit Agreement | Revolving Credit Facility | Canadian Prime Rate | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 15,122 | $ 0 | |
Interest rate applicable | 7.20% | 0% | |
Margin rate for loans | 0% | 0% | |
Credit Agreement | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Letter of credit | $ 39,742 | $ 41,793 | |
Credit Agreement | Term Loan Facility | SOFR | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 650,000 | $ 650,000 | |
Interest rate applicable | 6.50% | 5.42% | |
Margin rate for loans | 1% | 1% | |
Notes Payable to Sellers and Other Third Parties | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 48,774 | $ 37,232 | |
Term Loan Facility | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 650,000 | 650,000 | |
Interest rate applicable | 6.50% | ||
Term Loan Facility | Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 800,000 | 800,000 | |
Interest rate applicable | 6.44% | ||
Margin rate for loans | 1% | ||
Term Loan Facility | Term Loan Agreement | SOFR | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.10% | ||
Term Loan Facility | Term Loan Agreement | SOFR | Minimum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.75% | ||
Term Loan Facility | Term Loan Agreement | SOFR | Maximum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 1.25% | ||
Term Loan Facility | Term Loan Agreement | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0% | ||
Term Loan Facility | Term Loan Agreement | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.25% | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 100,000 | ||
Senior Notes | Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 500,000 | 500,000 | |
Senior Notes | Senior Notes due 2029 | |||
Debt Instrument [Line Items] | |||
Amount drawn | 500,000 | 500,000 | |
Senior Notes | Senior Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Amount drawn | 600,000 | 600,000 | |
Senior Notes | Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Amount drawn | 650,000 | 650,000 | |
Senior Notes | New Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Amount drawn | 500,000 | 500,000 | |
Senior Notes | Senior Notes due 2033 | |||
Debt Instrument [Line Items] | |||
Amount drawn | 750,000 | 750,000 | |
Senior Notes | Senior Notes due 2050 | |||
Debt Instrument [Line Items] | |||
Amount drawn | 500,000 | 500,000 | |
Senior Notes | Senior Notes due 2052 | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 850,000 | $ 850,000 |
Long-Term Debt - Credit Agree_2
Long-Term Debt - Credit Agreement Narrative (Details) $ in Thousands | 12 Months Ended | ||
Apr. 01, 2021 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maturity date | Jul. 30, 2026 | ||
Credit facility maximum borrowing capacity | $ 2,500,000 | ||
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). | ||
Debt Instrument, Covenant Compliance | As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date | ||
Credit Agreement | Other Assets | |||
Debt Instrument [Line Items] | |||
Prepaid expense, debt issuance costs | $ 2,092 | ||
Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Required Leverage Ratio | 3.75 | ||
Required leverage ratio during material acquisition period | 4.25 | ||
Credit Agreement | SOFR | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.10% | ||
Credit Agreement | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Letter of credit | $ 39,742 | $ 41,793 | |
Credit facility maximum borrowing capacity | 320,000 | ||
Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Credit facility maximum borrowing capacity | $ 1,850,000 | ||
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 1% | 1% | |
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 1% | 0% | |
Credit Agreement | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0% | 0% | |
Credit Agreement | Revolving Credit Facility | Canadian Prime Rate | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0% | 0% | |
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 1% | 1% | |
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 1% | 0% | |
Credit Agreement | Swing Line Loans | Maximum | |||
Debt Instrument [Line Items] | |||
Swing line loans | $ 100,000 | ||
Other Facilities Not Affiliated With Credit Agreement | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Letter of credit | $ 102,236 | ||
Drawing Fees For Bankers Acceptance And BA Equivalent Notes And Letter Of Credit | SOFR | Minimum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.75% | ||
Drawing Fees For Bankers Acceptance And BA Equivalent Notes And Letter Of Credit | SOFR | Maximum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 1.25% | ||
Canadian Prime Rate Loans and Swing Line Loans | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0% | ||
Canadian Prime Rate Loans and Swing Line Loans | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.25% | ||
Term Loan Facility | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Credit facility maximum borrowing capacity | $ 650,000 | ||
Term Loan Facility | Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum amount of increase in commitments under the credit agreement | $ 3,000,000 | ||
Term Loan Facility | Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Maturity date | Jul. 30, 2026 | ||
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) | ||
Margin rate for loans | 1% | ||
Debt Instrument, Covenant Compliance | As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement. | ||
Term Loan Facility | Term Loan Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Required Leverage Ratio | 3.75 | ||
Required leverage ratio during material acquisition period | 4.25 | ||
Term Loan Facility | Term Loan Agreement | SOFR | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.10% | ||
Term Loan Facility | Term Loan Agreement | SOFR | Minimum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.75% | ||
Term Loan Facility | Term Loan Agreement | SOFR | Maximum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 1.25% | ||
Term Loan Facility | Term Loan Agreement | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0% | ||
Term Loan Facility | Term Loan Agreement | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Margin rate for loans | 0.25% | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Maturity date | Apr. 01, 2021 | ||
Debt Instrument, Covenant Compliance | As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Indenture | ||
Senior Notes | Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Maturity date | Dec. 01, 2028 | ||
Senior Notes | Senior Notes due 2029 | |||
Debt Instrument [Line Items] | |||
Maturity date | May 01, 2029 | ||
Senior Notes | Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Maturity date | Jan. 15, 2032 | ||
Senior Notes | New Senior Notes due 2032 | |||
Debt Instrument [Line Items] | |||
Maturity date | Jun. 01, 2032 | ||
Senior Notes | Senior Notes due 2030 | |||
Debt Instrument [Line Items] | |||
Maturity date | Feb. 01, 2030 | ||
Senior Notes | Senior Notes due 2033 | |||
Debt Instrument [Line Items] | |||
Maturity date | Jan. 15, 2033 | ||
Senior Notes | Senior Notes due 2050 | |||
Debt Instrument [Line Items] | |||
Maturity date | Apr. 01, 2050 | ||
Senior Notes | Senior Notes due 2052 | |||
Debt Instrument [Line Items] | |||
Maturity date | Jan. 15, 2052 |
Long-Term Debt - Term Loan Agre
Long-Term Debt - Term Loan Agreement Narrative (Details) - Senior Notes | 12 Months Ended | |
Apr. 01, 2021 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Maturity date | Apr. 01, 2021 | |
Debt Instrument, Covenant Compliance | As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Indenture |
Long-Term Debt - Private Placem
Long-Term Debt - Private Placement Notes Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Jul. 30, 2026 | |||
Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 453,245 | $ 614,705 | ||
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | 90,000 | 391,000 | ||
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period Two | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | 150,000 | 0 | ||
Credit Agreement | Revolving Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | 28,000 | 0 | ||
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | 153,111 | 223,705 | ||
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period Two | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | 17,012 | 0 | ||
Credit Agreement | Revolving Credit Facility | Canadian Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | 15,122 | 0 | ||
Notes Payable to Sellers and Other Third Parties | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | 48,774 | 37,232 | ||
Term Loan Facility | Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | 650,000 | 650,000 | ||
Term Loan Facility | Term Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 800,000 | 800,000 | ||
Maturity date | Jul. 30, 2026 | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 100,000 | |||
Maturity date | Apr. 01, 2021 | |||
Senior Notes | Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 500,000 | 500,000 | ||
Maturity date | Dec. 01, 2028 | |||
Senior Notes | Senior Notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 500,000 | 500,000 | ||
Maturity date | May 01, 2029 | |||
Senior Notes | Senior Notes due 2030 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 600,000 | 600,000 | ||
Maturity date | Feb. 01, 2030 | |||
Senior Notes | Senior Notes due 2032 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 650,000 | 650,000 | ||
Maturity date | Jan. 15, 2032 | |||
Senior Notes | New Senior Notes due 2032 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 500,000 | 500,000 | ||
Maturity date | Jun. 01, 2032 | |||
Senior Notes | Senior Notes due 2033 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 750,000 | 750,000 | ||
Maturity date | Jan. 15, 2033 | |||
Senior Notes | Senior Notes due 2050 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 500,000 | 500,000 | ||
Maturity date | Apr. 01, 2050 | |||
Senior Notes | Senior Notes due 2052 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 850,000 | $ 850,000 | ||
Maturity date | Jan. 15, 2052 | |||
Senior Notes | New Senior Notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 150,000 | |||
Maturity date | Jun. 01, 2021 | |||
Senior Notes | Senior Notes due 2022 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 125,000 | |||
Maturity date | Aug. 20, 2022 | |||
Senior Notes | Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 200,000 | |||
Maturity date | Jun. 01, 2023 | |||
Senior Notes | Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 150,000 | |||
Maturity date | Apr. 20, 2024 | |||
Senior Notes | Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 375,000 | |||
Maturity date | Aug. 20, 2025 | |||
Senior Notes | Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 400,000 | |||
Maturity date | Jun. 01, 2026 | |||
Senior Notes | Senior Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 250,000 | |||
Maturity date | Apr. 20, 2027 |
Long-Term Debt - Senior Notes N
Long-Term Debt - Senior Notes Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2022 | Aug. 18, 2022 | Mar. 09, 2022 | Sep. 20, 2021 | Mar. 13, 2020 | Jan. 23, 2020 | Apr. 16, 2019 | Nov. 16, 2018 | |
Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Covenant Compliance | As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date | ||||||||||
Credit Agreement | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 0.10% | ||||||||||
Credit Agreement | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | $ 8,674 | ||||||||||
Commitment - rate applicable | 0.09% | 0.09% | |||||||||
Credit Agreement | Revolving Credit Facility | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment - rate applicable | 0.065% | ||||||||||
Credit Agreement | Revolving Credit Facility | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment - rate applicable | 0.15% | ||||||||||
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 1% | 1% | |||||||||
Credit Agreement | Revolving Credit Facility | SOFR | Debt Instrument, Redemption, Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 1% | 0% | |||||||||
Credit Agreement | Revolving Credit Facility | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 0% | 0% | |||||||||
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 1% | 1% | |||||||||
Credit Agreement | Revolving Credit Facility | Canadian Bankers Acceptance Loan | Debt Instrument, Redemption, Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 1% | 0% | |||||||||
Credit Agreement | Revolving Credit Facility | Canadian Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 0% | 0% | |||||||||
Credit Agreement | Term Loan Facility | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 1% | 1% | |||||||||
Term Loan Facility | Credit Agreement | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility maximum increase to borrowing capacity | $ 500,000 | ||||||||||
Term Loan Facility | Term Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Covenant Compliance | As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement. | ||||||||||
Aggregate principal amount | $ 800,000 | ||||||||||
Debt issuance costs | $ 1,725 | ||||||||||
Margin rate for loans | 1% | ||||||||||
Term Loan Facility | Term Loan Agreement | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 0.10% | ||||||||||
Term Loan Facility | Term Loan Agreement | SOFR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 0.75% | ||||||||||
Term Loan Facility | Term Loan Agreement | SOFR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 1.25% | ||||||||||
Term Loan Facility | Term Loan Agreement | Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 0% | ||||||||||
Term Loan Facility | Term Loan Agreement | Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate for loans | 0.25% | ||||||||||
Senior Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Covenant Compliance | As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Indenture | ||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Debt extinguishment | $ 1,500,000 | ||||||||||
Senior Notes | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of principal amount redeemed | 25% | ||||||||||
Senior Notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 101% | ||||||||||
Senior Notes | Senior Notes due 2028 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||
Debt issuance costs | $ 5,792 | ||||||||||
Debt instrument, redemption period | Sep. 01, 2028 | ||||||||||
Senior Notes | Senior Notes due 2029 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||
Debt issuance costs | $ 5,954 | ||||||||||
Debt instrument, redemption period | Feb. 01, 2029 | ||||||||||
Senior Notes | Senior Notes due 2030 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Aggregate principal amount | $ 600,000 | ||||||||||
Debt issuance costs | $ 5,435 | ||||||||||
Debt instrument, redemption period | Nov. 01, 2029 | ||||||||||
Senior Notes | Senior Notes due 2032 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Aggregate principal amount | $ 650,000 | ||||||||||
Debt issuance costs | $ 5,979 | ||||||||||
Debt discount | $ 1,066 | ||||||||||
Debt instrument, redemption period | Oct. 15, 2031 | ||||||||||
Senior Notes | New Senior Notes due 2032 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||
Debt issuance costs | $ 4,668 | ||||||||||
Debt discount | $ 375 | ||||||||||
Debt instrument, redemption period | Mar. 01, 2032 | ||||||||||
Senior Notes | Senior Notes due 2033 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Aggregate principal amount | $ 750,000 | ||||||||||
Debt issuance costs | $ 6,878 | ||||||||||
Debt discount | $ 2,040 | ||||||||||
Debt instrument, redemption period | Oct. 15, 2032 | ||||||||||
Senior Notes | Senior Notes due 2050 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||
Debt issuance costs | $ 5,682 | ||||||||||
Debt discount | $ 7,375 | ||||||||||
Debt instrument, redemption period | Oct. 01, 2049 | ||||||||||
Senior Notes | Senior Notes due 2052 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 100% | ||||||||||
Aggregate principal amount | $ 850,000 | ||||||||||
Debt issuance costs | $ 9,732 | ||||||||||
Debt discount | $ 12,742 | ||||||||||
Debt instrument, redemption period | Jul. 15, 2051 | ||||||||||
Senior Notes | Private Placement Notes Make Whole Payment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt extinguishment | $ 110,617 |
Long-Term Debt - Future Princip
Long-Term Debt - Future Principal Payments Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-Term Debt [Abstract] | ||
2024 | $ 26,462 | |
2025 | 7,355 | |
2026 | 1,909,946 | |
2027 | 5,447 | |
2028 | 504,642 | |
Thereafter | 4,358,201 | |
Total debt and lease obligations | $ 6,812,053 | $ 6,963,401 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted cash | $ 105,639 | $ 102,727 | |
Contingent consideration | $ (31,616) | ||
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted cash | 105,639 | 102,727 | |
Restricted investments | 70,658 | 66,402 | |
Contingent consideration | (115,030) | (81,415) | |
Fair Value, Measurements, Recurring | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative instrument - net | 22,787 | 31,807 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted cash | 105,639 | 102,727 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted investments | 70,658 | 66,402 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative instrument - net | 22,787 | 31,807 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ (115,030) | $ (81,415) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Change in FV for Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Ending balance | $ 115,030 | $ 81,415 | $ 94,308 |
Contingent consideration recorded at acquisition date | 13,450 | 6,642 | |
Payment of contingent consideration recorded at acquisition date | (13,317) | (16,911) | |
Payment of contingent consideration recorded in earnings | $ 0 | (2,982) | (520) |
Payment of contingent consideration recorded in earnings | (2,982) | ||
Payment of contingent consideration recorded in earnings, location | Impairments and other operating items | ||
Adjustments to contingent consideration | $ 30,367 | (1,030) | $ 2,954 |
Interest accretion expense | 3,115 | 1,417 | |
Foreign currency translation adjustment | (29) | ||
Beginning balance | $ 81,415 | $ 94,308 |
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 ($) | Dec. 31, 2023 USD ($) T | |
Contingencies And Commitments [Line Items] | ||||
Threshold used for disclosing environmental matters involving potential monetary sanctions | $ 1,000,000 | |||
Bridge and Thoroughfare Fee | ||||
Contingencies And Commitments [Line Items] | ||||
Loss contingency amount sought | $ 83,000 | $ 11,600,000 | ||
Noncompliance fee | $ 750 | |||
Chiquita Canyon, LLC | ||||
Contingencies And Commitments [Line Items] | ||||
Annual tons of waste accepted at landfill | T | 2.5 | |||
Estimate of total new fees and other new taxes over the life of the conditional use permit | $ 300,000,000 | |||
Penalties | Bridge and Thoroughfare Fee | ||||
Contingencies And Commitments [Line Items] | ||||
Fee paid | $ 83,000 | |||
Fees | Bridge and Thoroughfare Fee | ||||
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 ($) | Dec. 31, 2023 USD ($) agreement T gal | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Contingencies And Commitments [Line Items] | ||||||
Amount of surety bonds to secure asset closure and retirement requirements | $ 901,283,000 | $ 811,243,000 | ||||
Amount of surety bonds to secure performance under collection contracts and landfill operating agreements | $ 743,816,000 | 636,224,000 | ||||
Percentage of interest in company that issues financial surety bonds | 9.90% | |||||
Outstanding amount of financial surety bonds | $ 470,416,000 | 424,379,000 | ||||
Purchase Obligation | 145,598,000 | 112,136,000 | $ 100,220,000 | |||
Environmental remediation reserve - current portion | 10,860,000 | 3,165,000 | ||||
Environmental remediation reserve-Non-current portion | $ 4,289,000 | $ 17,284,000 | ||||
Environmental Loss Contingency, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | Other Liabilities Noncurrent | ||||
Unrecorded unconditional purchase obligation, remaining volume | gal | 56.8 | |||||
Purchase commitment | $ 175,743,000 | |||||
Threshold used for disclosing environmental matters involving potential monetary sanctions | $ 1,000,000 | |||||
Number of collective bargaining agreements expired or set to expire | agreement | 16 | |||||
Bridge and Thoroughfare Fee | ||||||
Contingencies And Commitments [Line Items] | ||||||
Loss contingency amount sought | $ 83,000 | $ 11,600,000 | ||||
Noncompliance fee | $ 750 | |||||
Chiquita Canyon, LLC | ||||||
Contingencies And Commitments [Line Items] | ||||||
Annual tons of waste accepted at landfill | T | 2.5 | |||||
Estimate of total new fees and other new taxes over the life of the conditional use permit | $ 300,000,000 | |||||
Penalties | Bridge and Thoroughfare Fee | ||||||
Contingencies And Commitments [Line Items] | ||||||
Fee paid | $ 83,000 | |||||
Monthly payment estimate | 83,000 | |||||
Fees | Bridge and Thoroughfare Fee | ||||||
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, 2023 USD ($) |
Commitments and Contingencies [Abstract] | |
2024 | $ 139,459 |
2025 | 33,013 |
2026 | 1,563 |
2027 | 621 |
2028 | 621 |
Thereafter | 466 |
Total purchase commitment | $ 175,743 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | 91 Months Ended | ||||
Oct. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Jul. 25, 2023 | Jun. 01, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Issuance of shares under employee share purchase plan | $ 3,909 | $ 3,270 | $ 1,222 | |||||||
Issuance of shares under employee share purchase plan, shares | 29,808 | 26,582 | 10,813 | |||||||
Common shares, shares issued | 257,659,921 | 257,659,921 | 257,211,175 | 257,659,921 | ||||||
Average daily trading volume during period | 252,412 | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | |||||
Repurchase of common stock (shares) | 0 | 3,388,155 | 3,003,822 | |||||||
Aggregate cost of stock repurchased | $ 424,999 | $ 338,993 | ||||||||
Aggregate cost of common stock repurchase | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Maximum remaining number of shares available for repurchase | 12,881,534 | 12,881,534 | 12,881,534 | |||||||
Maximum number of shares authorized for repurchase | 12,881,534 | |||||||||
Share repurchase plan expiration date | Aug. 09, 2024 | |||||||||
Daily repurchase of shares, maximum | 63,103 | |||||||||
Daily Shares Repurchase (as percentage) | 25% | 25% | 25% | |||||||
Cash dividend per share | $ 0.285 | $ 0.255 | $ 1.050 | $ 0.945 | $ 0.845 | |||||
Cash dividend per common share, increase | $ 0.03 | |||||||||
Cash dividends on common stock | $ 270,604 | $ 243,013 | $ 220,203 | |||||||
Shares reserved for issuance | 5,663,975 | 5,663,975 | 5,663,975 | |||||||
2020 Employee Share Purchase Plan | ||||||||||
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 | |||||||
2016 Incentive Award Plan | ||||||||||
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 | |||||||
Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrant expiration | 2024 | |||||||||
Minimum | 2020 Employee Share Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise price percentage of closing price of common shares | 85% | |||||||||
Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrant expiration | 2028 | |||||||||
Maximum | 2020 Employee Share Purchase Plan | ||||||||||
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) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average grant-date fair value of award | $ 133.65 | $ 121.26 | $ 100.27 | |||||||
Units granted in period | 414,309 | |||||||||
Vested deferred RSUs outstanding | 49,129 | 49,129 | 81,352 | 100,861 | 49,129 | |||||
Restricted Stock Units (RSUs) | 2004 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted in period | 0 | 0 | 0 | |||||||
Restricted Stock Units (RSUs) | Progressive Waste Solutions Ltd. | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted in period | 0 | |||||||||
Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average grant-date fair value of award | $ 133.83 | $ 117.94 | $ 96.99 | |||||||
Units granted in period | 113,347 | |||||||||
Performance Shares | 2021 Performance-Based Restricted Share Units, Plan One | ||||||||||
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 | 2022 Performance-Based Restricted Share Units, Plan One | ||||||||||
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 | 2023 Performance-Based Restricted Share Units, Plan One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period of award | 3 years | |||||||||
Performance period end date | Dec. 31, 2025 | |||||||||
Special Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common shares, shares issued | 0 | 0 | 0 | 0 | 0 | |||||
Deferred Share Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average grant-date fair value of award | $ 136.47 | $ 121 | $ 99.80 | |||||||
Units granted in period | 3,945 | |||||||||
Vested deferred RSUs outstanding | 30,481 | 30,481 | 26,536 | 30,481 | ||||||
Restricted Share Units and Deferred Share Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sale of common shares held in trust, shares | 6,017 | 5,203 | 3,522 | |||||||
Restricted Share Units and Deferred Share Units | Progressive Waste Solutions Ltd. | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Acquired common shares held in trust | 59,442 | 59,442 | 59,442 | 735,171 | ||||||
2016 Incentive Award Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance | 2,683,803 | 2,683,803 | 2,683,803 | |||||||
2020 Employee Share Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance | 917,371 | 917,371 | 917,371 | |||||||
Restricted Stock Units Performance Share Units and Warrants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for issuance | 2,062,801 | 2,062,801 | 2,062,801 | |||||||
Progressive Waste Solutions Ltd. | Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested deferred RSUs outstanding | 51,812 | 51,812 | 57,829 | 51,812 | ||||||
Progressive Waste Solutions Ltd. | Employee Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted in period | 0 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Share Units (RSUs) Activity Schedule (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
Restricted Stock Units (RSUs) | |
Unvested shares | |
Outstanding at beginning | 81,352 |
Outstanding, shares at beginning | 955,999 |
Granted | 414,309 |
Forfeited | (55,920) |
Vested and issued | (378,121) |
Outstanding at ending | 49,129 |
Outstanding, shares at ending | 936,267 |
Performance Shares | |
Unvested shares | |
Outstanding, shares at beginning | 341,850 |
Granted | 113,347 |
Vested and issued | (195,665) |
Outstanding, shares at ending | 259,532 |
Progressive Waste Solutions Ltd. | Restricted Stock Units (RSUs) | |
Unvested shares | |
Outstanding at beginning | 57,829 |
Outstanding at ending | 51,812 |
Shareholders' Equity - Restri_2
Shareholders' Equity - Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units (RSUs) | |||
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Stock units granted | 414,309 | ||
Weighted average grant-date fair value of award | $ 133.65 | $ 121.26 | $ 100.27 |
Total fair value of share units vested | $ 39,754 | $ 28,751 | $ 26,711 |
Performance Shares | |||
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Stock units granted | 113,347 | ||
Weighted average grant-date fair value of award | $ 133.83 | $ 117.94 | $ 96.99 |
Total fair value of share units vested | $ 20,196 | $ 4,674 | $ 10,954 |
Deferred Share Units | |||
Schedule of Share based Compensation Arrangements by Share based Payment Award, Equity Instruments, Other Than Options, Restricted Stock Units [Line Items] | |||
Stock units granted | 3,945 | ||
Weighted average grant-date fair value of award | $ 136.47 | $ 121 | $ 99.80 |
Total fair value of share units awarded | $ 538 | $ 253 | $ 285 |
10-K Shareholders' Equity (Summ
10-K Shareholders' Equity (Summary of Activity Related to Restricted Stock Units) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units (RSUs) | |||
Unvested shares | |||
Outstanding at beginning | 81,352 | 100,861 | |
Outstanding, shares at beginning | 955,999 | ||
Granted | 414,309 | ||
Forfeited | (55,920) | ||
Vested and issued | 378,121 | ||
Outstanding at ending | 49,129 | 81,352 | 100,861 |
Outstanding, shares at ending | 936,267 | 955,999 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 109.29 | ||
Granted | 133.65 | $ 121.26 | $ 100.27 |
Forfeited | 122.22 | ||
Vested and Issued | 105.14 | ||
Outstanding, ending balance | $ 120.97 | $ 109.29 | |
Performance Shares | |||
Unvested shares | |||
Outstanding, shares at beginning | 341,850 | ||
Granted | 113,347 | ||
Vested and issued | 195,665 | ||
Outstanding, shares at ending | 259,532 | 341,850 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 103.53 | ||
Granted | 133.83 | $ 117.94 | 96.99 |
Vested and Issued | 103.22 | ||
Outstanding, ending balance | $ 113.68 | $ 103.53 | |
Deferred Share Units | |||
Unvested shares | |||
Outstanding at beginning | 26,536 | ||
Granted | 3,945 | ||
Outstanding at ending | 30,481 | 26,536 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Outstanding, beginning balance | $ 68.55 | ||
Granted | 136.47 | $ 121 | $ 99.80 |
Outstanding, ending balance | $ 77.34 | $ 68.55 | |
Progressive Waste Solutions Ltd. | Restricted Stock Units (RSUs) | |||
Unvested shares | |||
Outstanding at beginning | 57,829 | ||
Outstanding at ending | 51,812 | 57,829 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Warrant and Deferred Share Unit Activity (Details) - Deferred Share Units | 12 Months Ended |
Dec. 31, 2023 shares | |
Warrant | |
Outstanding at beginning | 26,536 |
Granted | 3,945 |
Outstanding at ending | 30,481 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Vesting Activity Related to Restricted Share Units (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vested over remaining service period | 378,121 |
Forfeited | (55,920) |
Shareholders' Equity - Summar_3
Shareholders' Equity - Summary of Stock Option Activity and Related Information (Details) - Progressive Waste Solutions Ltd. | 12 Months Ended |
Dec. 31, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Roll Forward] | |
Outstanding at beginning | 43,570 |
Cash settled | (11,774) |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Roll Forward] | |
Cash settled | (6,017) |
Shareholders' Equity - Warrant
Shareholders' Equity - Warrant Activity Schedule (Details) - Stock Purchase Warrants | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Warrant | |
Outstanding at beginning | shares | 854,630 |
Granted | shares | 129,557 |
Forfeited | shares | (137,997) |
Exercised | shares | (28,317) |
Outstanding at ending | shares | 817,873 |
Weighed Average Exercise Price | |
Outstanding beginning balance | $ / shares | $ 122.81 |
Granted | $ / shares | 136.58 |
Forfeited | $ / shares | 112.58 |
Exercised | $ / shares | 89.98 |
Outstanding ending balance | $ / shares | $ 127.85 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants Outstanding Schedule (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Outstanding, ending balance | 817,873 | 854,630 |
Stock Purchase Warrants 2018 Issuance | ||
Class of Warrant or Right [Line Items] | ||
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 | 0 | 45,024 |
Stock Purchase Warrants 2019 Issuance | ||
Class of Warrant or Right [Line Items] | ||
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 | 25,490 | 66,977 |
Stock Purchase Warrants 2020 Issuance | ||
Class of Warrant or Right [Line Items] | ||
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 | 145,586 | 146,386 |
Stock Purchase Warrants 2021 Issuance | ||
Class of Warrant or Right [Line Items] | ||
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 | 191,155 | 215,765 |
Stock Purchase Warrants 2022 Issuance | ||
Class of Warrant or Right [Line Items] | ||
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 | 326,085 | 380,478 |
Stock Purchase Warrants 2023 Issuance | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued | 129,557 | |
Exercise price, lower limit | $ 129.75 | |
Exercise price, upper limit | $ 142.93 | |
Fair value of warrants issued | $ 5,133 | |
Outstanding, ending balance | 129,557 | 0 |
Shareholders' Equity - Vesting
Shareholders' Equity - Vesting Activity Related RSUs (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
Progressive Waste Solutions Ltd. | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at beginning | 43,570 |
Expired | (31,796) |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Forfeited | (55,920) |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified into earnings, net of taxes | $ (14,411) | $ 4,815 | $ 14,936 |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 7,782 | 56,107 | 17,116 |
Foreign currency translation adjustment, gross | 53,633 | (157,336) | 8,183 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | 53,633 | (157,336) | 8,183 |
Other Comprehensive Income (Loss), before Tax | 44,614 | (74,449) | 51,791 |
Other Comprehensive Income (Loss), Tax | 2,390 | (21,965) | (11,556) |
Other comprehensive income (loss), net of tax | 47,004 | (96,414) | 40,235 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified into earnings, net of taxes | (14,411) | 4,815 | 14,936 |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 7,782 | 56,107 | 17,116 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | 53,633 | (157,336) | 8,183 |
Interest Rate Swap | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Interest rate swap amounts reclassified into interest expense | (19,607) | 6,551 | 20,321 |
Amounts reclassified, tax | (5,196) | 1,736 | 5,385 |
Amounts reclassified into earnings, net of taxes | 14,411 | (4,815) | (14,936) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 10,588 | 76,336 | 23,287 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | (2,806) | (20,229) | (6,171) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ 7,782 | $ 56,107 | $ 17,116 |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Comprehensive Income (Loss) [Abstract] | |||
Foreign currency translation adjustment, gross | $ 53,633 | $ (157,336) | $ 8,183 |
Foreign currency translation adjustment, net | $ 53,633 | $ (157,336) | $ 8,183 |
Other Comprehensive Income (L_5
Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | $ 14,411 | $ (4,815) | $ (14,936) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 7,782 | 56,107 | 17,116 |
Foreign currency translation adjustment, gross | 53,633 | (157,336) | 8,183 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | 53,633 | (157,336) | 8,183 |
Other Comprehensive Income (Loss), before Tax | 44,614 | (74,449) | 51,791 |
Other Comprehensive Income (Loss), Tax | (2,390) | 21,965 | 11,556 |
Other comprehensive income (loss), net of tax | 47,004 | (96,414) | 40,235 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | 14,411 | (4,815) | (14,936) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | 7,782 | 56,107 | 17,116 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | 53,633 | (157,336) | 8,183 |
Interest Rate Swap | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Interest rate swap amounts reclassified into interest expense | (19,607) | 6,551 | 20,321 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 5,196 | (1,736) | (5,385) |
Amount of Gain or (Loss) Recognized from AOCIL into Earnings, Net of Tax | (14,411) | 4,815 | 14,936 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | 10,588 | 76,336 | 23,287 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | (2,806) | (20,229) | (6,171) |
Amount of Gain or (Loss) Recognized as AOCIL on Derivatives, Net of Tax | $ 7,782 | $ 56,107 | $ 17,116 |
Other Comprehensive Income (L_6
Other Comprehensive Income (Loss) - Amounts Included in AOCIL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 7,108,698 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 53,633 | $ (157,336) | $ 8,183 |
Stockholders' Equity Attributable to Parent, Ending Balance | 7,692,809 | 7,108,698 | |
Foreign currency translation adjustment | 53,633 | (157,336) | 8,183 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (56,830) | 39,584 | |
Amounts reclassified into earnings | (14,411) | 4,815 | |
Change in fair value | 7,782 | 56,107 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 53,633 | (157,336) | 8,183 |
Stockholders' Equity Attributable to Parent, Ending Balance | (9,826) | (56,830) | 39,584 |
Foreign currency translation adjustment | 53,633 | (157,336) | 8,183 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | Interest Rate Swap | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | 23,378 | (37,544) | |
Amounts reclassified into earnings | (14,411) | 4,815 | |
Change in fair value | 7,782 | 56,107 | |
Stockholders' Equity Attributable to Parent, Ending Balance | 16,749 | 23,378 | (37,544) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | Foreign Currency Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (80,208) | 77,128 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 53,633 | (157,336) | |
Stockholders' Equity Attributable to Parent, Ending Balance | (26,575) | (80,208) | $ 77,128 |
Foreign currency translation adjustment | $ 53,633 | $ (157,336) |
Other Comprehensive Income (L_7
Other Comprehensive Income (Loss) - Amounts Included in AOCIL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Comprehensive Income (Loss) [Abstract] | |||
Foreign currency translation adjustment | $ 53,633 | $ (157,336) | $ 8,183 |
Other Comprehensive Income (L_8
Other Comprehensive Income (Loss) - Amounts Included in AOCIL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 7,108,698 | ||
Foreign currency translation adjustment | 53,633 | $ (157,336) | $ 8,183 |
Stockholders' Equity Attributable to Parent, Ending Balance | 7,692,809 | 7,108,698 | |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (56,830) | 39,584 | |
Amounts reclassified into earnings | (14,411) | 4,815 | |
Change in fair value | 7,782 | 56,107 | |
Foreign currency translation adjustment | 53,633 | (157,336) | 8,183 |
Stockholders' Equity Attributable to Parent, Ending Balance | (9,826) | (56,830) | 39,584 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | Interest Rate Swap | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | 23,378 | (37,544) | |
Amounts reclassified into earnings | (14,411) | 4,815 | |
Change in fair value | 7,782 | 56,107 | |
Stockholders' Equity Attributable to Parent, Ending Balance | 16,749 | 23,378 | (37,544) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | Foreign Currency Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (80,208) | 77,128 | |
Foreign currency translation adjustment | 53,633 | (157,336) | |
Stockholders' Equity Attributable to Parent, Ending Balance | $ (26,575) | $ (80,208) | $ 77,128 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Statutory income tax rate | 21% | 21% | 21% |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Deferred tax liabilities, undistributed earnings | 2,657,677 | ||
Deferred tax liability not recognized, undistributed earnings of foreign subsidiaries | 388,735 | ||
Undistributed earnings | $ 3,832,677 | ||
Canada Revenue Agency | |||
Operating Loss Carryforwards [Line Items] | |||
Foreign Statutory income tax rate | 27% | ||
Operating loss carryforwards | $ 51,318 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | |||
U.S. | $ 622,041 | $ 734,126 | $ 574,737 |
Non-U.S. | 361,460 | 314,837 | 196,005 |
Income before income tax provision | $ 983,501 | $ 1,048,963 | $ 770,742 |
Income Taxes - Provision Benefi
Income Taxes - Provision Benefit for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
U.S. Federal | $ 120,420 | $ 59,675 | $ 71,180 |
State | 50,713 | 28,770 | 34,439 |
Non - U.S. | 43,213 | 31,036 | 32,071 |
Current income tax expense (benefit), total | 214,346 | 119,481 | 137,690 |
Deferred: | |||
U.S. Federal | 14,130 | 95,397 | 51,534 |
State | (1,931) | 16,840 | 5,093 |
Non - U.S. | (5,870) | (18,756) | (42,064) |
Deferred Income Tax Expense (Benefit), Total | 6,329 | 93,481 | 14,563 |
Income Tax Expense (Benefit), Total | $ 220,675 | $ 212,962 | $ 152,253 |
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 | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | |||
U.S. federal statutory rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 4.30% | 4.20% | 4.70% |
Deferred income tax liability adjustments | 0.30% | 0.30% | |
Effect of international operations | (3.90%) | (4.00%) | (6.30%) |
Other | 0.70% | (0.90%) | 0.10% |
Effective income tax rate, total | 22.40% | 20.30% | 19.80% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets: | ||
Accrued expenses | $ 33,358 | $ 33,680 |
Compensation | 25,781 | 23,194 |
Contingent liabilities | 27,154 | 19,966 |
Tax credits and loss carryforwards | 23,877 | 33,019 |
Landfill closure and post-closure | 12,476 | 0 |
Finance costs | 6,968 | 13,856 |
Other | 14,036 | 0 |
Gross deferred income tax assets | 143,650 | 123,715 |
Less: Valuation allowance | ||
Total deferred income tax assets | 143,650 | 123,715 |
Deferred income tax liabilities: | ||
Goodwill and other intangibles | (471,074) | (434,500) |
Property and equipment | (602,453) | (579,615) |
Landfill closure/post-closure | 0 | (22,745) |
Prepaid expenses | (15,428) | (15,088) |
Interest rate swaps | (6,039) | (8,429) |
Investment in subsidiaries | (71,136) | (69,257) |
Other | 0 | (7,823) |
Total deferred income tax liabilities | (1,166,130) | (1,137,457) |
Net deferred income tax liability | $ (1,022,480) | $ (1,013,742) |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - segment | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
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 | 6 | 6 | ||
Number of reportable segments | 6 | 6 | 6 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 8,021,951 | $ 7,211,859 | $ 6,151,361 |
Segment EBITDA | 2,478,319 | 2,179,380 | 1,884,950 |
Depreciation and amortization | 1,003,211 | 918,960 | 813,009 |
Capital expenditures | 934,000 | 912,677 | 744,315 |
Total assets | 17,915,876 | 17,134,603 | 14,699,924 |
Intercompany Revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | (1,145,781) | (998,069) | (878,654) |
Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 9,167,732 | 8,209,928 | 7,030,015 |
Segment EBITDA | 2,503,351 | 2,204,399 | 1,904,546 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | (25,032) | (25,019) | (19,596) |
Depreciation and amortization | 7,835 | 8,835 | 9,378 |
Capital expenditures | 18,556 | 5,877 | 48,648 |
Total assets | 442,159 | 426,542 | 427,864 |
Southern | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,642,274 | 1,494,439 | 1,321,062 |
Southern | Intercompany Revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | (204,439) | (176,425) | (172,526) |
Southern | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,846,713 | 1,670,864 | 1,493,588 |
Segment EBITDA | 518,002 | 466,519 | 369,221 |
Depreciation and amortization | 179,948 | 175,614 | 173,235 |
Capital expenditures | 166,961 | 151,093 | 139,258 |
Total assets | 3,501,953 | 3,410,888 | 3,154,940 |
Western | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,669,289 | 1,428,031 | 1,228,626 |
Western | Intercompany Revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | (209,554) | (177,543) | (154,498) |
Western | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,878,843 | 1,605,574 | 1,383,124 |
Segment EBITDA | 483,205 | 424,935 | 386,513 |
Depreciation and amortization | 199,426 | 155,882 | 126,192 |
Capital expenditures | 192,148 | 232,714 | 147,556 |
Total assets | 3,432,529 | 3,239,679 | 2,168,804 |
Central | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,440,157 | 1,288,348 | 1,101,405 |
Central | Intercompany Revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | (180,751) | (159,355) | (142,261) |
Central | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,620,908 | 1,447,703 | 1,243,666 |
Segment EBITDA | 512,283 | 446,315 | 379,644 |
Depreciation and amortization | 169,370 | 156,895 | 138,683 |
Capital expenditures | 171,748 | 181,065 | 149,360 |
Total assets | 2,811,016 | 2,803,853 | 2,429,811 |
Eastern | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,380,233 | 1,233,695 | 955,710 |
Eastern | Intercompany Revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | (259,118) | (211,498) | (155,836) |
Eastern | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,639,351 | 1,445,193 | 1,111,546 |
Segment EBITDA | 353,061 | 281,522 | 245,091 |
Depreciation and amortization | 207,909 | 190,480 | 156,499 |
Capital expenditures | 143,484 | 138,028 | 90,212 |
Total assets | 3,228,244 | 2,752,436 | 2,314,663 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Revenue | 995,842 | 940,624 | 856,723 |
Canada | Intercompany Revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | (113,322) | (107,048) | (108,982) |
Canada | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,109,164 | 1,047,672 | 965,705 |
Segment EBITDA | 390,664 | 349,403 | 339,859 |
Depreciation and amortization | 121,326 | 118,388 | 111,458 |
Capital expenditures | 105,453 | 70,051 | 68,183 |
Total assets | 2,794,795 | 2,773,882 | 2,513,608 |
MidSouth | |||
Segment Reporting Information [Line Items] | |||
Revenue | 894,156 | 826,722 | 687,835 |
MidSouth | Intercompany Revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | (178,597) | (166,200) | (144,551) |
MidSouth | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,072,753 | 992,922 | 832,386 |
Segment EBITDA | 246,136 | 235,705 | 184,218 |
Depreciation and amortization | 117,397 | 112,866 | 97,564 |
Capital expenditures | 135,650 | 133,849 | 101,098 |
Total assets | $ 1,705,180 | $ 1,727,323 | $ 1,690,234 |
Segment Reporting - Changes in
Segment Reporting - Changes in Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 6,902,297 | $ 6,187,643 |
Goodwill acquired | 465,136 | 824,591 |
Goodwill acquisition adjustments | (2,215) | |
Goodwill divested | (1,431) | |
Impact of changes in foreign currency | 40,613 | (109,937) |
Goodwill, Ending Balance | 7,404,400 | 6,902,297 |
Southern | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 732,335 | 503,223 |
Goodwill acquired | 47,120 | 229,112 |
Goodwill, Ending Balance | 779,455 | 732,335 |
Western | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,547,894 | 1,457,437 |
Goodwill acquired | 11,809 | 90,457 |
Goodwill, Ending Balance | 1,559,703 | 1,547,894 |
Central | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,003,470 | 931,269 |
Goodwill acquired | 6,461 | 72,201 |
Goodwill divested | (1,431) | |
Goodwill, Ending Balance | 1,008,500 | 1,003,470 |
Eastern | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,189,111 | 992,578 |
Goodwill acquired | 398,380 | 196,533 |
Goodwill, Ending Balance | 1,587,491 | 1,189,111 |
Canada | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 1,684,670 | 1,559,512 |
Goodwill acquired | 235,095 | |
Goodwill acquisition adjustments | (2,215) | |
Impact of changes in foreign currency | 40,613 | (109,937) |
Goodwill, Ending Balance | 1,723,068 | 1,684,670 |
MidSouth | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 744,817 | 743,624 |
Goodwill acquired | 1,366 | 1,193 |
Goodwill, Ending Balance | $ 746,183 | $ 744,817 |
Segment Reporting - Assets by R
Segment Reporting - Assets by Reportable Segments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | |||
Total assets | $ 17,915,876 | $ 17,134,603 | $ 14,699,924 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total assets | 442,159 | 426,542 | 427,864 |
Southern | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | 3,501,953 | 3,410,888 | 3,154,940 |
Western | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | 3,432,529 | 3,239,679 | 2,168,804 |
Central | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | 2,811,016 | 2,803,853 | 2,429,811 |
Eastern | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | 3,228,244 | 2,752,436 | 2,314,663 |
Canada | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | 2,794,795 | 2,773,882 | 2,513,608 |
MidSouth | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | $ 1,705,180 | $ 1,727,323 | $ 1,690,234 |
Segment Reporting - Property an
Segment Reporting - Property and Equipment in US and Canada (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Property and equipment | $ 7,228,331 | $ 6,950,915 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | 6,456,319 | 6,201,011 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | $ 772,012 | $ 749,904 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Segment EBITDA to Income Before Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Segment EBITDA | $ 2,478,319 | $ 2,179,380 | $ 1,884,950 |
Depreciation | (845,638) | (763,285) | (673,730) |
Amortization of intangibles | (157,573) | (155,675) | (139,279) |
Impairments and other operating items | (238,796) | (18,230) | (32,316) |
Interest expense | (274,642) | (202,331) | (162,796) |
Interest income | 9,350 | 5,950 | 2,916 |
Other income, net | 12,481 | 3,154 | 6,285 |
Loss on early extinguishment of debt | 0 | 0 | (115,288) |
Income before income tax provision | 983,501 | 1,048,963 | 770,742 |
Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | 2,503,351 | 2,204,399 | 1,904,546 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | (25,032) | (25,019) | (19,596) |
Eastern | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | 353,061 | 281,522 | 245,091 |
Southern | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | 518,002 | 466,519 | 369,221 |
Western | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | 483,205 | 424,935 | 386,513 |
Central | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | 512,283 | 446,315 | 379,644 |
Canada | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | 390,664 | 349,403 | 339,859 |
MidSouth | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Segment EBITDA | $ 246,136 | $ 235,705 | $ 184,218 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income attributable to Waste Connections for basic and diluted earnings per share | $ 762,800 | $ 835,662 | $ 618,047 |
Denominator: | |||
Basic shares outstanding | 257,551,129 | 257,383,578 | 261,166,723 |
Dilutive effect of equity-based awards | 598,115 | 655,223 | 561,747 |
Diluted shares outstanding | 258,149,244 | 258,038,801 | 261,728,470 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) agreement | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Multiemployer Plans [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 | |||
Multiemployer Plans [Line Items] | |||
Percentage of every dollar of a participating employee's pre-tax contributions as matching contribution to 401(k) Plan | 100% | 100% | 100% |
Percentage of employee's eligible compensation that represents the maximum amount of employer matching contribution to plan | 5% | 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 | $ 42,270 | $ 40,407 | |
Voluntary Savings And Investment Plan | |||
Multiemployer Plans [Line Items] | |||
Total employer expenses, including employer matching contributions | $ 42,100 | $ 37,165 | $ 31,834 |
Maximum | |||
Multiemployer Plans [Line Items] | |||
Percentage of employee's eligible compensation that represents the maximum amount of employer matching contribution to plan | 5% | ||
Maximum | Retirement Savings Plan | |||
Multiemployer Plans [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, 2023 | Apr. 30, 2022 | Jan. 01, 2022 | Jan. 01, 2021 | Apr. 30, 2020 | Dec. 31, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Multiemployer Plans [Line Items] | ||||||||||||
Company contributions | $ 20,994 | $ 17,156 | $ 15,251 | |||||||||
Local 731 I,B. Of T Pension Fund | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 36-6513567 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 4,939 | $ 4,484 | 4,504 | |||||||||
Collective-bargaining agreement, expiration date | Sep. 30, 2028 | |||||||||||
Western Conference of Teamsters Pension Trust | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 91-6145047 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 8,747 | $ 5,803 | 4,963 | |||||||||
Western Conference of Teamsters Pension Trust | Minimum | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Collective-bargaining agreement, expiration date | Jun. 30, 2023 | |||||||||||
Western Conference of Teamsters Pension Trust | Maximum | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Collective-bargaining agreement, expiration date | Jun. 30, 2028 | |||||||||||
International Union of Operating Engineers Pension Trust | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 85512-1 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 285 | 281 | 295 | |||||||||
International Union of Operating Engineers Pension Trust | Minimum | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Collective-bargaining agreement, expiration date | Mar. 31, 2024 | |||||||||||
International Union of Operating Engineers Pension Trust | Maximum | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Collective-bargaining agreement, expiration date | Mar. 31, 2025 | |||||||||||
Multi-Sector Pension Plan | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 1085653 | |||||||||||
Pension Protection Act zone status | Red | Red | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 246 | 249 | 265 | |||||||||
Collective-bargaining agreement, expiration date | Dec. 31, 2023 | |||||||||||
Midwest Operating Engineers Pension Plan | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 36-6140097 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 704 | $ 542 | 424 | |||||||||
Collective-bargaining agreement, expiration date | Oct. 31, 2025 | |||||||||||
Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 91-6028571 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 341 | $ 338 | 313 | |||||||||
Collective-bargaining agreement, expiration date | Nov. 30, 2026 | |||||||||||
Suburban Teamsters of Northern Illinois Pension Fund | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 36-6155778 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 2,671 | $ 2,516 | 2,300 | |||||||||
Collective-bargaining agreement, expiration date | Feb. 29, 2024 | |||||||||||
Teamster Local 301 Pension Fund | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 36-6492992 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 1,183 | $ 1,310 | 841 | |||||||||
Collective-bargaining agreement, expiration date | Sep. 30, 2028 | |||||||||||
Automobile Mechanics' Local No. 701 Union and Industry Pension Fund | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 36-6042061 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 452 | $ 470 | 439 | |||||||||
Collective-bargaining agreement, expiration date | Dec. 31, 2025 | |||||||||||
I A M National Pension Fund | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 51-6031295 - 002 | |||||||||||
Pension Protection Act zone status | Red | Red | ||||||||||
FIP/RP status | Implemented | |||||||||||
Company contributions | $ 338 | $ 342 | 299 | |||||||||
Collective-bargaining agreement, expiration date | Dec. 31, 2025 | |||||||||||
Local 813 Pension Trust Fund | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 13-1975659 - 001 | |||||||||||
Pension Protection Act zone status | Red | Red | ||||||||||
FIP/RP status | Implemented | |||||||||||
Company contributions | $ 557 | $ 429 | 258 | |||||||||
Collective-bargaining agreement, expiration date | Nov. 30, 2027 | |||||||||||
Recycling and General Industrial Union Local 108 Pension Fund | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 13-6366378 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 225 | $ 230 | 217 | |||||||||
Collective-bargaining agreement, expiration date | Feb. 28, 2027 | |||||||||||
Nurses and Local 813 IBT Retirement Plan | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Registration number | 13-3628926 - 001 | |||||||||||
Pension Protection Act zone status | Green | Green | ||||||||||
FIP/RP status | NA | |||||||||||
Company contributions | $ 121 | $ 97 | 58 | |||||||||
Collective-bargaining agreement, expiration date | Nov. 30, 2027 | |||||||||||
Other Multiemployer Plans | ||||||||||||
Multiemployer Plans [Line Items] | ||||||||||||
Company contributions | $ 185 | $ 65 | $ 75 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended | 24 Months Ended | |
Feb. 13, 2024 $ / shares | Dec. 31, 2023 segment | Dec. 31, 2023 segment | |
Subsequent Event [Line Items] | |||
Number of Operating Segments | segment | 6 | 6 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividends, date of record | Feb. 28, 2024 | ||
Dividends, date to be paid | Mar. 13, 2024 | ||
Dividends per share amount | $ / shares | $ 0.285 | ||
Dividends, declared date | Feb. 13, 2024 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Valuation allowances and reserves, balance | $ 22,939 | $ 18,480 | $ 19,380 |
Valuation allowances and reserves, charged to cost and expense | 17,504 | 17,259 | 9,727 |
Valuation allowances and reserves, deductions | (16,890) | (12,800) | (10,627) |
Valuation allowances and reserves, balance | $ 23,553 | $ 22,939 | $ 18,480 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 762,800 | $ 835,662 | $ 618,047 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |