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Item 5. Market for Registrant’s Common Equity

2022-02-17 compared with 2021-02-18 · 26 added, 38 removed, 25 unchanged (72% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

In 2016, Waste Connections, Inc., a Delaware corporation, entered into a business combination transaction with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”).

The public company that remained following the transaction is Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada.

References to the “Company” and “Waste Connections” in this Annual Report on Form 10-K refer to the Delaware corporation, Waste Connections, Inc.

(now known as Waste Connections US, Inc.) before the Progressive Waste acquisition and the combined business thereafter.

Waste Connections, Inc.

is a corporation organized under the laws of Ontario, Canada.

In 2016, the predecessor corporation, Waste Connections, Inc., a Delaware corporation, entered into a business combination with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”).

References to the “Company” and “Waste Connections” in this Annual Report on Form 10-K refer to the combined business after the business combination and to the Delaware corporation, now known as “Waste Connections US, Inc., before the Progressive Waste acquisition..

All references to “dollars” or “$” used herein refer to U.S.

7 unchanged sentences

We cannot assure you as to the amounts or timing of future dividends.

We have the ability under our Credit Agreement (as defined below) and master note purchase agreements to repurchase our common shares and pay dividends provided we maintain specified financial ratios.

We have the ability under our Credit Agreement (as defined below) to repurchase our common shares and pay dividends provided we maintain specified financial ratios.

On July 27, 2021, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid (“NCIB”) to purchase up to 13,025,895 of our common shares during the period of August 10, 2021 to August 9, 2022 or until such earlier time as the NCIB is completed or terminated at our option.

The renewal followed the conclusion of our NCIB that expired August 9, 2021.

We received TSX approval for our annual renewal of the NCIB on August 6, 2021.

Under the NCIB, we 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.

The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of the common shares and overall market conditions.

All common shares purchased under the NCIB shall be immediately cancelled following their repurchase.

As of December 31, 2021, we have repurchased 3.0 million of our common shares pursuant to the NCIB in effect during that period at an aggregate cost of $339.0 million, or an average price of $112.85 per share.

The table below reflects repurchases we made during the three months ended December 31, 2021 (in thousands of U.S.

dollars, except share and per share amounts):

Total Number of

Maximum Number

Shares Purchased

of Shares that

as Part of Publicly

Purchased Under

Per Share (1)

10/1/21 - 10/31/21

11/1/21 - 11/30/21

12/1/21 - 12/31/21

(1) This amount represents the weighted average price paid per common share.

This price includes a per share commission paid for all repurchases.

Performance Graph

13 unchanged sentences

THE SHARE PRICE PERFORMANCE INCLUDED IN THIS GRAPH IS NOT NECESSARILY INDICATIVE OF FUTURE SHARE PRICE PERFORMANCE.

SELECTED FINANCIAL DATA

This table sets forth our selected financial data for the periods indicated.

This data should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this Annual Report on Form 10-K and our audited consolidated financial statements, including the related notes and our independent registered public accounting firm’s report and the other financial information included in Item 8 of this Annual Report on Form 10-K.

The selected data in this section is not intended to replace the consolidated financial statements included in this Annual Report on Form 10-K.

Years Ended December 31,

(in thousands of U.S.

dollars, except share and per share data)

STATEMENT OF OPERATIONS DATA:

Operating expenses:

Cost of operations

Selling, general and administrative

Amortization of intangibles

Impairments and other operating items

Operating income

Interest expense

Interest income

Other income (expense), net

Income before income tax provision

Income tax (provision) benefit

Net loss (income) attributable to noncontrolling interests

Net income attributable to Waste Connections

Earnings per common share attributable to Waste Connections’ common shareholders:

Shares used in the per share calculations:

Cash dividends per common share

Cash dividends paid

For more information regarding this selected financial data, see the Management’s Discussion and Analysis of Financial Condition and Results of Operations section included in Item 7 of this Annual Report on Form 10-K.

Share amounts have been retroactively adjusted to reflect the split of our common shares on a three-for-two basis, effective as of June 16, 2017.

(in thousands of U.S.

BALANCE SHEET DATA:

Cash and equivalents

Working capital surplus

Property and equipment, net

Long-term debt and notes payable

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity