33 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Landfill Accounting
+Added: As described further in Note 3 to the consolidated financial statements, 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
+Added: obligation based upon the expected future date of the expenditures and discounting the inflated total to its present value using a credit-adjusted risk-free rate.
+Added: The principal consideration for our determination that landfill accounting represents a critical audit matter is the judgments and estimates associated with management’s determination of the liability due to the nature of the inputs and significant assumptions used in the process including the discount rate, inflation rate, accretion rate, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, and remaining airspace and probability of landfill expansions, all of which can have a significant impact on the calculation of the final capping, closure and post-closure liability.
+Added: Auditing the net present value of the obligation involved a high degree of subjectivity, auditor judgment and effort in evaluating management’s assumptions primarily due to the complexity of the models used to measure the landfill liability, as well as the sensitivity of the underlying significant assumptions.
+Added: Our audit procedures related to the accounting for the final capping, closure and post-closure liability included the following, among others:
+Added: ● We tested the design and operating effectiveness of key controls related to landfill accounting, including controls relating to management’s development of discount rate, inflation rate, accretion rates, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, remaining airspace, and probability of landfill expansions ;
+Added: ● We assessed the qualifications and competence of management and the third-party specialists used to provide the inputs used in developing the models;
+Added: ● We tested key inputs such as discount rate, inflation rate, accretion rate, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, remaining airspace, and probability of landfill expansions;
+Added: ● We tested mathematical accuracy of the calculations in a sample of the models;
+Added: ● We obtained and reviewed the associated permits for a sample of landfill models to further validate certain inputs used in the models;
+Added: ● We compared previously deemed expansion amounts to the subsequent actual permitted amounts;
+Added: ● We obtained and reviewed supporting documentation to support management’s criteria for deemed expansions.
+Added: ● We evaluated the fair value allocation of assumed liabilities for landfills acquired in business combinations .
Valuation of intangible assets in business combinations
−Removed: As described further in Note 8 to the financial statements, the Company acquired 30 businesses during 2021.
+Added: As described further in Note 8 to the consolidated financial statements, the Company acquired 24 businesses during 2022.
These transactions were accounted for as business combinations in accordance with ASC 805, Business Combinations.
−Removed: The principal consideration for our determination that the accounting for these acquisitions represents a critical audit matter, is the judgments and assumptions associated with management’s determination of the fair value of assets acquired and liabilities assumed, including fair value determinations related to recycling and transfer station permits, residential and
−Removed: commercial customer lists, long-term contracts, and acquired landfill site costs, all of which are recorded as intangible assets.
+Added: The principal consideration for our determination that the accounting for these acquisitions represents a critical audit matter, is the judgments and assumptions associated with management’s determination of the fair value of intangible assets acquired, including fair value determinations related to recycling and transfer station permits, residential and commercial customer lists, and long-term contracts, all of which are recorded as intangible assets.
Auditing the fair value of these assets involved a high degree of subjectivity, auditor judgment and effort in evaluating management’s significant assumptions, primarily due to the complexity of the valuation models used to measure the fair value of the aforementioned intangible assets, as well as the sensitivity of the underlying significant assumptions.
−Removed: The Company used a discounted cash flow model to estimate the fair values of the intangible assets, which included assumptions such as discount rate, revenue growth rates, operating expenses, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, capital expenditures, customer turnover rates, and contributory asset charges that form the basis of the forecasted results.
+Added: The Company used a discounted cash flow model to estimate the fair values of the intangible assets, which included assumptions such as discount rate, revenue growth rates, operating expenses, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, capital expenditures, customer turnover rates, and contributory asset charges (as applicable) that form the basis of the forecasted results.
These significant assumptions are forward-looking and could be affected by future economic and market conditions.
−Removed: The audit procedures related to the accounting for the acquisitions included the following:
+Added: The audit procedures related to the accounting for the acquisitions included the following, among others:
● We tested the design and operating effectiveness of key controls related to the accounting for the 2022 acquisitions, including controls relating to management’s development of forecasts for discount rates, revenue growth rates, operating expenses, EBITDA margins, capital expenditures, customer turnover rates and contributory asset charges ;
−Removed: ● We obtained certain purchase price allocation analyses from management and third-party specialists engaged by management.
−Removed: We assessed the qualifications and competence of management and the third-party specialists and evaluated the methodologies used to determine the fair value of the intangible assets;
+Added: ● We obtained certain of the purchase price allocation analyses from management.
+Added: We assessed the qualifications and competence of management and evaluated the methodologies used to determine the fair value of the intangible assets;
● We tested the assumptions used within the discounted cash-flow models to estimate the fair value of the intangible assets which included assumptions such as discount rate, revenue growth rate, operating expenses, EBITDA margin, capital expenditures, customer turnover rate and contributory asset charges;
2 unchanged sentences
the methodologies used and whether they were acceptable for the underlying acquisitions and whether such methodologies were being applied correctly, the appropriateness of the discount rate used by performing a sensitivity analysis, and the qualifications of the valuation specialist engaged by the Company based on their credentials and experience.
−Removed: Landfill Accounting
−Removed: As described further in Note 3 to the financial statements, 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 future date of the expenditures and discounting the inflated total to its present value using a credit-adjusted risk-free rate.
−Removed: The principal consideration for our determination that landfill accounting represents a critical audit matter is the judgments and estimates associated with management’s determination of the liability due to the nature of the inputs and significant assumptions used in the process including the discount rate, inflation rate, accretion rate, survey data, acreage information, permitted, deemed and remaining airspace and probability of landfill expansions, all of which can have a significant impact on the calculation of the final capping, closure and post-closure liability.
−Removed: Auditing the net present value of the obligation involved a high degree of subjectivity, auditor judgment and effort in evaluating management’s assumptions primarily due to the complexity of the models used to measure the landfill liability, as well as the sensitivity of the underlying significant assumptions.
−Removed: Our audit procedures related to the accounting for the final capping, closure and post-closure liability included the following:
−Removed: ● We tested the design and operating effectiveness of key controls related to landfill accounting, including controls relating to management’s development of discount rate, inflation rate, accretion rates, survey data, acreage information, permitted, deemed and remaining airspace and probability of landfill expansions ;
−Removed: ● We assessed the qualifications and competence of management and the third-party specialists used to provide the inputs used in developing the models;
−Removed: ● We tested key inputs such as discount rate, inflation rate, accretion rate, survey data, acreage information, permitted, deemed and remaining airspace and probability of landfill expansions;
−Removed: ● We obtained and reviewed the associated permits for a sample of landfill models to further validate certain inputs used in the models;
−Removed: ● We compared previously deemed expansion amounts to the subsequent actual permitted amounts;
−Removed: ● We obtained and reviewed supporting documentation to support management’s criteria for deemed expansions .
+Added: ● We applied analytical procedures to the range of significant inputs utilized across all of the business combinations to evaluate consistency of significant inputs among intangible asset valuation models .
/s/ GRANT THORNTON LLP
71 unchanged sentences
Noncontrolling interest in subsidiaries
+Added: Total liabilities and equity
The accompanying notes are an integral part of these consolidated financial statements.
32 unchanged sentences
Income tax (expense) benefit related to items of other comprehensive income (loss)
−Removed: Other comprehensive income, net of tax
+Added: Other comprehensive income (loss), net of tax
Comprehensive income
18 unchanged sentences
Restricted share units released from deferred compensation plan
+Added: Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options
Tax withholdings related to net share settlements of equity-based compensation
1 unchanged sentence
Exercise of warrants
+Added: Repurchase of common shares
+Added: ( 1,271,977 )
Cash dividends on common shares
2 unchanged sentences
Foreign currency translation adjustment
−Removed: Cumulative effect adjustment from adoption of new accounting pronouncement
−Removed: Distributions to noncontrolling interests
Net income (loss)
8 unchanged sentences
Exercise of warrants
+Added: Issuance of shares under employee share purchase plan
Repurchase of common shares
4 unchanged sentences
Foreign currency translation adjustment
−Removed: Net income (loss)
Balances at December 31, 2021
10 unchanged sentences
NONCONTROLLING
−Removed: INCOME (LOSS)
Balances at December 31, 2021
3 unchanged sentences
Restricted share units released from deferred compensation plan
−Removed: Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options
Tax withholdings related to net share settlements of equity-based compensation
37 unchanged sentences
Payments for acquisitions, net of cash acquired
+Added: ( 2,206,901 )
Capital expenditures for property and equipment
Capital expenditures for undeveloped landfill property
−Removed: Investments in noncontrolling interests
+Added: Investment in noncontrolling interests
Proceeds from disposal of assets
18 unchanged sentences
Proceeds from sale of common shares held in trust
−Removed: Distributions to noncontrolling interests
−Removed: Net cash used in financing activities
+Added: Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
14 unchanged sentences
Cash paid for current year acquisitions
+Added: ( 2,206,901 )
Change in open working capital settlements at year end
11 unchanged sentences
Waste Connections also provides non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.
−Removed: NEW ACCOUNTING STANDARDS AND RECLASSIFICATIONS
+Added: NEW ACCOUNTING STANDARDS
Accounting Standards Adopted
−Removed: Income Taxes – Simplifying the Accounting for Income Taxes .
−Removed: In December 2019, the Financial Accounting Standards Board (“FASB”) issued guidance that simplifies the accounting for income taxes as part of its overall initiative to reduce complexity in applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements.
−Removed: The amendments include removal of certain exceptions to the general principles of income taxes, and simplification in several other areas such as accounting for a franchise tax that is partially based on income.
−Removed: The standard is effective for public business entities that are U.S.
−Removed: Securities and Exchange Commission (“SEC”) filers for annual periods beginning after December 15, 2020, and interim periods within those reporting periods.
−Removed: The Company adopted the new standard as of January 1, 2021.
−Removed: The adoption of this new standard did not have a material impact on the Company’s consolidated financial statements.
−Removed: SEC amends MD&A and other Regulation S-K disclosure requirements .
−Removed: In November 2020, the SEC adopted amendments to Regulation S-K to eliminate certain disclosure requirements and to revise several others to make the disclosures provided in management’s discussion and analysis more useful for investors.
−Removed: Key changes included:
−Removed: (1) enhancements and clarification of the disclosure requirements for liquidity and capital resources;
−Removed: (2) removal of the requirement to include five years of Selected Financial Data;
−Removed: (3) replacement of the current requirement for two years of quarterly tabular disclosure with a principles-based requirement to provide information only when there are material retrospective changes;
−Removed: (4) codification of prior SEC guidance on critical accounting estimates;
−Removed: (5) removal of the requirement to include the tabular disclosure of contractual obligations;
−Removed: and (6) conforming amendments for foreign private issuers.
−Removed: The amended rules became effective February 10, 2021.
−Removed: Registrants are required to comply with the new rules beginning with the first fiscal year ending on or after August 9, 2021.
−Removed: The Company complied with the new rules as of December 31, 2021.
−Removed: Accounting Standards Pending Adoption
Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting .
−Removed: In March 2020, the FASB issued guidance to provide temporary optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”).
+Added: In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance to provide temporary optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”).
One-week and two-month U.S.
4 unchanged sentences
An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination.
−Removed: Under the guidance, entities can also elect various optional expedients that would allow them
+Added: Under the guidance, entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met.
+Added: The guidance was effective upon issuance.
+Added: The guidance on contract modifications was applied prospectively from March 12, 2020.
+Added: The guidance on hedging is applied to eligible hedging relationships existing as of the beginning of the interim period that includes the effective date and to new eligible hedging relationships entered into after the beginning of that interim period.
+Added: The relief is temporary and generally cannot be applied to contract modifications that occur after December 31, 2024 or hedging relationships entered into or evaluated after that date.
+Added: However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2024.
+Added: In October 2022, the Company adopted the applicable practical expedients of the standard when it converted the option of a LIBOR interest rate in its Credit Agreement to a SOFR interest rate and correspondingly amended its five interest rate swap agreements that are specifically designated to the amended Credit Agreement.
+Added: As permitted by the practical expedients in the standard, the Company maintained cash flow hedge accounting for its interest rate swap agreements as the conversion of the LIBOR interest rate to SOFR was the only modification to the interest rate swap agreements.
+Added: The Company determined that the new guidance did not have a material effect on its consolidated financial statements.
+Added: See Note 11 for further details on the amendment to the Credit Agreement .
+Added: Accounting Standards Pending Adoption
+Added: Clawback of Executive Compensation Rules .
+Added: In October 2022, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding the recovery of erroneously awarded incentive-based executive compensation.
+Added: The rules direct U.S.
+Added: securities exchanges to establish standards to require listed issuers to develop and implement a written policy
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met.
−Removed: The guidance is effective upon issuance.
−Removed: The guidance on contract modifications is applied prospectively from March 12, 2020.
−Removed: It may also be applied to modifications of existing contracts made earlier in the interim period that includes the effective date.
−Removed: The guidance on hedging is applied to eligible hedging relationships existing as of the beginning of the interim period that includes the effective date and to new eligible hedging relationships entered into after the beginning of that interim period.
−Removed: The relief is temporary and generally cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date.
−Removed: However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2022.
−Removed: The Company is currently assessing the potential impact of implementing this new guidance on its consolidated financial statements .
−Removed: The Company had a combined $ 1,281,000 of U.S.
−Removed: based LIBOR loans as of December 31, 2021.
−Removed: The Company estimates that if the reference rate for these loans had transitioned from LIBOR to SOFR as of December 31, 2021, the impact to annual interest expense would have been an increase of less than $ 1,000 .
−Removed: This relief is expected to permit the Company to maintain cash flow hedge accounting as described in Note 3.
−Removed: Reclassification
−Removed: Cash flow statement information reported in the Company’s prior year periods has been reclassified to conform with the 2021 presentation.
+Added: providing for the recovery of incentive-based compensation received by current and former executive officers in the event of a required accounting restatement when that compensation was based on an erroneously reported financial reporting measure.
+Added: The new rule and related amendments include a number of new disclosure requirements, including requiring issuers to file their recovery policy as an exhibit to their annual reports and establishing new cover page disclosures on Form 10-K indicating whether the financial statements included in the filing reflect the correction of an error and whether the error correction required an incentive-based compensation recovery analysis.
+Added: The exchanges must file proposed listing standards to implement the SEC’s directive no later than February 26, 2023 (which is 90 days after the final rules were published in the Federal Register), and those listing standards must be effective no later than November 28, 2023.
+Added: Affected issuers will be required to adopt a recovery policy no later than 60 days after the listing standards become effective.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
20 unchanged sentences
The Company generally does not require collateral on its trade receivables.
−Removed: Credit risk on accounts receivable is minimized as a result of the large and diverse nature of the Company’s
+Added: Credit risk on accounts receivable is minimized as a result of the large and diverse nature of the Company’s customer base.
+Added: The Company maintains allowances for credit losses based on the expected collectability of accounts receivable.
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: customer base.
−Removed: The Company maintains allowances for credit losses based on the expected collectability of accounts receivable.
Revenue Recognition and Accounts Receivable
22 unchanged sentences
Commercial customers are typically billed on a monthly basis based on the nature of the services provided during the period.
−Removed: Revenue recognized under these agreements is variable in nature based on the number
+Added: 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.
+Added: 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.
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: of residential homes or businesses serviced during the period, the frequency of collection and the volume of waste collected.
−Removed: 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.
25 unchanged sentences
In general, fees are billed and revenue is recognized upon delivery.
+Added: Other revenues consist primarily of the sale of methane gas and renewable energy credits generated from the Company’s MSW landfills.
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: Other revenues consist primarily of the sale of methane gas and renewable energy credits generated from the Company’s MSW landfills.
Revenue Recognition
−Removed: Service obligations of a long-term nature, e.g., solid waste collection service contracts, are satisfied over time, and revenue is recognized based on the value provided to the customer during the period.
+Added: 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.
+Added: In many of our markets, solid waste collection service contracts exist as exclusive franchise agreements or municipal contracts.
The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of waste collected, transported and disposed, and the nature of the waste accepted.
+Added: 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 .
The Company does not disclose the value of unsatisfied performance obligations for these contracts as its right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations.
19 unchanged sentences
The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Consolidated Balance Sheet, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years .
−Removed: The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity
+Added: The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: would have recognized is one year or less.
+Added: Company would have recognized is one year or less.
The Company had $ 23,818 and $ 18,954 of deferred sales incentives at December 31, 2022 and 2021, respectively.
30 unchanged sentences
Final capping costs represent the costs related to installation of clay liners, drainage and compacted soil layers and topsoil constructed over areas of the landfill where total airspace capacity has been consumed.
−Removed: Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when
+Added: Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: a landfill facility ceases to accept waste and closes.
+Added: when a landfill facility ceases to accept waste and closes.
Accruals for final capping, closure and post-closure monitoring and maintenance requirements in the U.S.
10 unchanged sentences
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.
−Removed: Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting current market conditions.
+Added: 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.
−Removed: 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 2021 and 2020 “layers” for final capping, closure and post-closure obligations was 3.25 % and 4.75 %, respectively, which reflects the Company’s long-term credit adjusted risk free rate.
−Removed: The Company’s inflation rate assumption was 2.25 % and 2.50 % for the years ended December 31, 2021 and 2020, respectively.
+Added: 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.
+Added: The Company’s discount rate assumption for purposes of computing 2022 and 2021 “layers” for final capping, closure and post-closure obligations ranged from 3.25 % to 5.50 % for 2022 and was 3.25 % for 2021.
+Added: The Company’s long-term inflation rate assumption ranged from 2.25 % to 2.75 % for 2022 and was 2.25 % for 2021.
In accordance with the accounting guidance on asset retirement obligations, the final capping, closure and post-closure liability is recorded on the balance sheet along with an offsetting addition to site costs which is amortized to depletion expense on a units-of-consumption basis as remaining landfill airspace is consumed.
52 unchanged sentences
The Company measures and recognizes goodwill as of the acquisition date as the excess of:
−Removed: (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 net assets acquired and liabilities assumed.
+Added: (a) the aggregate of the fair value of consideration transferred, the fair value of the noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed.
At the acquisition date, the Company measures the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies.
5 unchanged sentences
The Company acquired indefinite-lived intangible assets in connection with certain of its acquisitions.
−Removed: The amounts assigned to indefinite-lived intangible assets consist of the value of certain perpetual rights to provide solid waste collection and transportation services in specified territories and to operate E&P waste treatment and disposal facilities.
+Added: 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.
17 unchanged sentences
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.
−Removed: At December 31, 2019, the Company’s reporting units consisted of its five geographic solid waste operating segments and its E&P segment.
−Removed: As of July 1, 2020, the Company combined all operations of its E&P segment into the Southern segment, based on the Company’s determination that the two operating segments met the aggregation criteria, and eliminated the E&P segment.
−Removed: The Company’s former E&P segment had $ 0 of goodwill at each of December 31, 2020 and December 31, 2019.
+Added: The Company’s reporting units consisted of its five geographic solid waste operating segments at December 31, 2022, 2021 and 2020.
The Company compares the fair value of each reporting unit with the carrying value of the net assets assigned to each reporting unit.
16 unchanged sentences
The recoverability of these assets is tested whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
+Added: Typical indicators that an asset may be impaired include, but are not limited to, the following:
+Added: a significant adverse change in legal factors or in the business climate;
+Added: an adverse action or assessment by a regulator;
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: Typical indicators that an asset may be impaired include, but are not limited to, the following:
−Removed: ● a significant adverse change in legal factors or in the business climate;
−Removed: ● an adverse action or assessment by a regulator;
a more likely than not expectation that a segment or a significant portion thereof will be sold;
10 unchanged sentences
There are other considerations for impairments of landfills, as described below.
−Removed: 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 definite-lived intangible assets at three of its E&P waste sites in its Southern segment.
+Added: During the year ended December 31, 2022, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment.
+Added: During the year ended December 31, 2021, the Company recorded a $ 16,379 impairment charge, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, for property and equipment and finite-lived intangible assets at three of its E&P waste sites in its Southern segment.
The demand for the Company’s E&P waste services depends on the continued demand for, and production of, oil and natural gas.
3 unchanged sentences
The most impacted basins include the Williston Basin in North Dakota, the Eagle Ford Basin in Texas and the Powder River Basin in Wyoming, all of which have relatively high costs associated with drilling, making them less attractive than other basins, including the Permian Basin in Texas and New Mexico.
−Removed: Additionally, across the industry there was uncertainty regarding future demand for oil and related services, as noted by several energy companies during 2020, many of whom are customers of the Company’s E&P waste operations.
−Removed: These companies wrote down the values of their oil and gas assets in anticipation of the potential for the decarbonization of their energy product mix given an increased global focus on reducing greenhouse gases and addressing climate change.
+Added: Additionally, across the industry there was uncertainty regarding future demand for oil and related services, as noted by several energy companies during 2020, many of whom are customers of the Company’s E&P waste services.
+Added: These energy companies wrote down the values of their oil and gas assets in anticipation of the potential for the decarbonization of their energy product mix given an increased global focus on reducing greenhouse gases and addressing climate change.
Such uncertainty regarding global demand had a significant impact on the investment and operating plans of the Company’s E&P waste customers in the basins where the Company operates.
−Removed: The decrease in E&P activity, together with market expectations of a likely slow recovery in oil prices, reduced the expected future period cash flows of the Company’s E&P waste operations.
−Removed: Based on these events, the Company concluded that a triggering event occurred which required the Company to perform an impairment test of the property and equipment and intangible assets of its E&P waste operations as of June 30, 2020 using July 2020 industry projections for drilling activity by basin as the basis for expectations about future activity.
+Added: The decrease in E&P activity, together with market expectations of a likely slow recovery in oil prices, reduced the expected future period cash flows of the Company’s E&P waste services.
+Added: Based on these events, the Company concluded that a triggering event occurred which required the Company to perform an impairment test of the property and equipment and intangible assets of its E&P waste services as of June 30, 2020 using July 2020 industry projections for drilling activity by basin as the basis for expectations about future activity.
Based upon the results of the impairment test, the Company concluded that the carrying value exceeded the projected undiscounted cash flows of four E&P waste landfills.
The next step was to calculate the fair value of these four landfills using an income approach employing a discounted cash flow (“DCF”) model over the lesser of 40 years or the remaining life of each landfill.
−Removed: Additional key assumptions used in the DCF model included a discount rate of 12 % applied to the cash flows, annual revenue projections
+Added: Additional key assumptions used in the DCF model included a discount rate of 12 % applied to the cash flows, annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas E&P activity during the forecast period at each location, gross margins based on estimated operating expense requirements during the forecast period, estimated capital expenditures over the
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: based on E&P waste resulting from projected levels of oil and natural gas E&P activity during the forecast period at each location, gross margins based on estimated operating expense requirements during the forecast period, estimated capital expenditures over the forecast period and income taxes based on the estimated federal and state income tax rates applicable during the cash flow periods, all of which were classified as Level 3 in the fair value hierarchy.
+Added: forecast period and income taxes based on the estimated federal and state income tax rates applicable during the cash flow periods, all of which were classified as Level 3 in the fair value hierarchy.
For each of the four landfills, the carrying value exceeded the calculated discounted fair value, resulting in the recording of an impairment charge of $ 417,384 to Impairments and other operating items in the Consolidated Statements of Net Income during the year ended December 31, 2020.
3 unchanged sentences
If the estimated annual cash flows in the DCF model for each asset or asset group tested was changed by 10%, the resulting impairment charge would change by approximately $ 3,000 .
−Removed: The aforementioned impairment charges were partially offset by a $ 4,145 adjustment, also recorded during the year ended December 31, 2020, to reduce the fair value of an amount payable in 2022 under a liability-classified contingent consideration arrangement calculated on future earnings and cash flows associated with the acquisition of an E&P business in 2014.
−Removed: During the year ended December 31, 2019, the Company recorded an $ 8,000 impairment charge, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, for property and equipment associated with a landfill development project in its E&P segment that the Company is no longer pursuing.
+Added: The aforementioned impairment charges were partially offset by a $ 4,145 adjustment, also recorded during the year ended December 31, 2020, to reduce the fair value of a liability-classified contingent consideration arrangement calculated on future earnings and cash flows associated with the acquisition of an E&P business in 2014.
There are certain indicators listed above that require significant judgment and understanding of the waste industry when applied to landfill development or expansion projects.
23 unchanged sentences
3.50 % Senior Notes due 2029
−Removed: 3.09 % Senior Notes due 2022 (b)
−Removed: 2.75 % Senior Notes due 2023 (b)
−Removed: 3.24 % Senior Notes due 2024 (b)
−Removed: 3.41 % Senior Notes due 2025 (b)
−Removed: 3.03 % Senior Notes due 2026 (b)
−Removed: 3.49 % Senior Notes due 2027 (b)
2.60 % Senior Notes due 2030
6 unchanged sentences
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.
−Removed: (b) All of the outstanding Senior Notes issued pursuant to the 2008 and 2016 master note purchase agreements were redeemed by the Company on September 20, 2021.
For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, see Note 12.
11 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: At December 31, 2021, the Company’s derivative instruments included six interest rate swap agreements as follows:
+Added: At December 31, 2022, the Company’s derivative instruments included five interest rate swap agreements as follows:
Interest Rate
+Added: Date Entered (b)
+Added: Rate Paid (a)
Effective Date
−Removed: 1-month LIBOR
−Removed: 1-month LIBOR
−Removed: 1-month LIBOR
−Removed: February 2020
+Added: 1-month Term SOFR
+Added: November 2022
+Added: 1-month Term SOFR
+Added: November 2022
February 2023
−Removed: 1-month LIBOR
−Removed: 1-month LIBOR
+Added: 1-month Term SOFR
+Added: November 2022
+Added: 1-month Term SOFR
+Added: November 2022
December 2018
−Removed: 1-month LIBOR
−Removed: Plus applicable margin.
−Removed: On September 28, 2020, the Company terminated four of its interest rate swaps with notional amounts of $ 150,000 , $ 150,000 , $ 50,000 and $ 50,000 , each of which would have expired in January 2021.
+Added: 1-month Term SOFR
+Added: November 2022
+Added: (a) Plus applicable margin.
+Added: (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.
+Added: 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.
+Added: On September 28, 2020, the Company terminated four of its interest rate swaps with notional amounts totaling $ 400,000 , which would have expired in January 2021.
As a result of terminating these interest rate swaps, the Company made total cash payments of $ 853 to the counterparties of the swap agreements.
6 unchanged sentences
Interest rate swaps
−Removed: Prepaid expenses and other current assets
−Removed: Accrued liabilities (a)
−Removed: Other long-term liabilities
+Added: Prepaid expenses and other current assets (a)
+Added: Accrued liabilities
+Added: Other assets, net
Total derivatives designated as cash flow hedges
−Removed: (a) Represents the estimated amount of the existing unrealized losses on interest rate swaps as of December 31, 2021 (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.
+Added: (a) Represents the estimated amount of the existing unrealized gains on interest rate swaps as of December 31, 2022 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.
The actual amounts reclassified into earnings are dependent on future movements in interest rates.
24 unchanged sentences
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.
−Removed: 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.
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: 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.
18 unchanged sentences
The fair market value of warrants issued to consultants for acquisitions are recorded immediately as share-based compensation expense.
−Removed: Share-based compensation expense recognized during the years ended December 31, 2021, 2020 and 2019, was $ 58,221 ($ 43,495 net of taxes), $ 45,751 ($ 34,197 net of taxes) and $ 42,671 ($ 31,926 net of taxes), respectively.
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: share-based compensation expense includes RSUs, PSUs, DSUs, share option and warrant expense.
+Added: Share-based compensation expense recognized during the years ended December 31, 2022, 2021 and 2020, was $ 63,485 ($ 47,503 net of taxes), $ 58,221 ($ 43,495 net of taxes) and $ 45,751 ($ 34,197 net of taxes), respectively.
+Added: 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.
4 unchanged sentences
The weighted average remaining vesting period of PSU awards is 1.1 years.
−Removed: Other Restricted Share Units
+Added: Other Share-Based Awards
As of December 31, 2022, 2021 and 2020, the Company had a liability of $ 8,042 , $ 9,008 and $ 7,237 , respectively, representing the December 31, 2022, 2021 and 2020 fair values, respectively, of outstanding Progressive Waste restricted share units which are expected to be cash settled.
−Removed: For the years ended December 31, 2021, 2020 and 2019, the fair value was calculated using the number of shares granted and the closing price of the common shares in the capital of the Company.
All remaining unvested Progressive Waste restricted share units vested during the year ended December 31, 2019.
−Removed: Other Share Based Options
−Removed: The fair value of the Progressive Waste share based options outstanding was calculated using a Black-Scholes pricing model with the following weighted average assumptions for the years ended December 31, 2021, 2020 and 2019:
−Removed: Years Ended December 31,
−Removed: Expected remaining life
−Removed: 0.50 to 1.00 year
−Removed: Share volatility
−Removed: 17.72 % to 33.54 %
−Removed: Discount rate
−Removed: 0.06 % to 0.12 %
−Removed: Annual dividend rate
−Removed: All remaining unvested Progressive Waste share based options vested during the year ended December 31, 2017.
As of December 31, 2022, 2021 and 2020, the Company had a liability of $ 3,814 , $ 4,088 and $ 3,556 , respectively, representing the December 31, 2022, 2021 and 2020 fair value, respectively, of outstanding Progressive Waste share-based options which are expected to be cash settled.
+Added: All remaining unvested Progressive Waste share-based options were fully vested as of December 31, 2017.
Per Share Information
5 unchanged sentences
Advertising expense for the years ended December 31, 2022, 2021 and 2020, was $ 8,335 , $ 7,155 and $ 4,870 , respectively, which is included in Selling, general and administrative expense in the Consolidated Statements of Net Income.
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Insurance Liabilities
3 unchanged sentences
At December 31, 2022 and 2021, the Company’s total accrual for self-insured liabilities was $ 151,379 and $ 147,757 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets.
−Removed: For the years ended December 31, 2021, 2020 and 2019, the Company recognized $ 179,250 , $ 164,099 and $ 155,748 , 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.
+Added: For the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 204,347 , $ 179,250 and $ 164,099 , respectively, of self-
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: insurance expense which is included in Cost of operations and Selling, general and administrative expense in the Consolidated Statements of Net Income.
USE OF ESTIMATES AND ASSUMPTIONS
9 unchanged sentences
Prepaid insurance
+Added: Unrealized cash flow hedge gains
Prepaid licenses and permits
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
PROPERTY AND EQUIPMENT, NET
8 unchanged sentences
( 4,554,929 )
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Machinery and equipment included $ 11,227 and $ 10,342 , at December 31, 2022 and 2021, respectively, of equipment assets accounted for as finance leases.
13 unchanged sentences
ROU assets for operating and finance leases are periodically reviewed for impairment losses.
−Removed: The Company uses the long-lived asset impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.
+Added: 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 no t recognize an impairment charge for any of its ROU assets during the years ended December 31, 2022, 2021 and 2020.
1 unchanged sentence
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.
−Removed: The Company did no t recognize any significant remeasurements during the years ended December 31, 2021, 2020 and 2019.
−Removed: 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.
+Added: The Company did not recognize any significant remeasurements during the years ended December 31, 2022, 2021 and 2020.
+Added: The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of less than 12 months.
The Company has elected to apply the short-term lease recognition and measurement exemption allowed for in the lease accounting standard.
1 unchanged sentence
The Company initially entered into finance leases in December 2020 and the assets under these leases went into service on December 31, 2020.
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Lease cost for operating and finance leases for the years ended December 31, 2022, 2021 and 2020 were as follows:
14 unchanged sentences
Right-of-use assets obtained in exchange for lease liabilities - finance leases
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Weighted-average remaining lease term and discount rate for the Company’s leases are as follows:
2 unchanged sentences
Weighted average remaining lease term - finance leases
−Removed: Not applicable
Weighted average discount rate - operating leases
Weighted average discount rate - finance leases
−Removed: Not applicable
As of December 31, 2022, future minimum lease payments, reconciled to the respective lease liabilities, are as follows:
6 unchanged sentences
Long-term portion of lease liabilities
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
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:
−Removed: (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 net assets acquired and liabilities assumed.
+Added: (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.
4 unchanged sentences
The Company acquired 24 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2022.
−Removed: 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.
−Removed: 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 to two year period in which the obligations are expected to be settled, and applying an average discount rate of 1.5 %.
−Removed: As of December 31, 2021, the obligations recognized at the purchase date have not materially changed.
−Removed: Any changes in the fair value of the contingent consideration subsequent to the acquisition date
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: will be charged or credited to expense until the contingency is settled.
The total transaction-related expenses incurred during the year ended December 31, 2022 for these acquisitions was $ 24,933 .
1 unchanged sentence
The Company acquired 30 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2021.
+Added: 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.
+Added: 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 to two year period in which the obligations are expected to be settled, and applying an average discount rate of 1.5 %.
+Added: As of December 31, 2022, $ 12,993 of the obligations recognized at the purchase date have been paid and the remaining obligations have not materially changed.
+Added: Any changes in the fair value of the contingent consideration subsequent to the acquisition date will be charged or credited to expense until the contingency is settled.
The total transaction-related expenses incurred during the year ended December 31, 2021 for these acquisitions were $ 11,318 .
1 unchanged sentence
The Company acquired 21 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2020.
−Removed: The purchase consideration recorded during this period for five of the acquired businesses included contingent consideration based upon the achievement of certain targets, including future asset and revenue growth.
−Removed: The fair value of the total contingent consideration recorded during the year ended December 31, 2019 of $ 14,038 was determined using probability assessments of the expected future cash flows over a one to four year period in which the obligations are expected to be settled, and applying an average discount rate of 2.3 %.
−Removed: During the year ended December 31, 2020, the fair value of an obligation based upon future asset growth increased $ 3,327 .
−Removed: Any subsequent changes in the fair value of the contingent consideration recorded for these acquisitions will be charged or credited to expense until the contingency is settled.
The total transaction-related expenses incurred during the year ended December 31, 2020 for these acquisitions was $ 9,803 .
13 unchanged sentences
Prepaid expenses and other current assets
+Added: Restricted investments
Operating lease right-of-use assets
33 unchanged sentences
Solid waste collection and transportation permits
−Removed: E&P facility permits
Intangible assets, exclusive of goodwill
9 unchanged sentences
Solid waste collection and transportation permits
−Removed: Material recycling facility permits
−Removed: E&P facility permits
Intangible assets, exclusive of goodwill
15 unchanged sentences
Final capping, closure and post-closure liability
−Removed: Unrealized cash flow hedge losses
Property taxes
−Removed: Cell processing reserve
−Removed: Transaction-related expenses
+Added: Environmental remediation reserves
+Added: Cell processing reserves
Share-based compensation plan liability
−Removed: Environmental remediation reserve
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: Transaction-related expenses
+Added: Unrealized cash flow hedge losses
LONG-TERM DEBT
2 unchanged sentences
Term loan under Credit Agreement, bearing interest at 5.42 % (a)
−Removed: 4.64 % Senior Notes due 2021
−Removed: 2.39 % Senior Notes due 2021
−Removed: 3.09 % Senior Notes due 2022
−Removed: 2.75 % Senior Notes due 2023
−Removed: 3.24 % Senior Notes due 2024
−Removed: 3.41 % Senior Notes due 2025
+Added: Term loan under Term Loan Agreement, bearing interest at 5.42 % (a), (b)
4.25 % Senior Notes due 2028
7 unchanged sentences
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)
−Removed: Finance leases, bearing interest at 1.89 % with a lease expiration date of 2027 (a)
+Added: Finance leases, bearing interest ranging from 1.89 % to 2.16 %, with lease expiration dates ranging from 2026 to 2027 (a)
Less – current portion
1 unchanged sentence
(a) Interest rates represent the interest rates incurred at December 31, 2022.
+Added: (b) Interest rate margin for term loan under Term Loan Agreement was 1.00 % at December 31, 2022.
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Credit Agreement
1 unchanged sentence
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.
−Removed: There are no subsidiary guarantors under the Credit Agreement.
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.
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Details of the Credit Agreement are as follows:
3 unchanged sentences
Amount drawn – U.S.
+Added: Term SOFR rate loan
+Added: Not applicable
+Added: Interest rate applicable – U.S.
+Added: Term SOFR rate loan
+Added: Not applicable
+Added: Interest rate margin – U.S.
+Added: Term SOFR rate loan
+Added: Not applicable
+Added: Amount drawn – U.S.
LIBOR rate loan
+Added: Not applicable
Interest rate applicable – U.S.
LIBOR rate loan
+Added: Not applicable
Interest rate margin – U.S.
LIBOR rate loan
+Added: Not applicable
Amount drawn – U.S.
16 unchanged sentences
Amount drawn – U.S.
+Added: Term SOFR rate loan
+Added: Not applicable
+Added: Interest rate applicable – U.S.
+Added: Term SOFR rate loan
+Added: Not applicable
+Added: Interest rate margin – U.S.
+Added: Term SOFR rate loan
+Added: Not applicable
+Added: Amount drawn – U.S.
based LIBOR loan
+Added: Not applicable
Interest rate applicable – U.S.
based LIBOR loan
+Added: Not applicable
Interest rate margin – U.S.
based LIBOR loan
+Added: Not applicable
In addition to the $ 41,793 of letters of credit at December 31, 2022 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 85,319 under facilities other than the Credit Agreement.
Pursuant to the terms and conditions of the Credit Agreement, the Lenders provide a $ 2,500,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $ 1,850,000 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $ 650,000 .
−Removed: As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $ 320,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lessor of $ 100,000 and the aggregate commitments under the revolving advances.
+Added: As part of the aggregate commitments
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: 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.
1 unchanged sentence
As of December 31, 2022, there are no commitments by lenders for any such increases in aggregate principal amount of revolving advances or additional term loans described in the preceding sentence.
−Removed: The Company has $ 3,711 of debt issuance costs related to the Credit Agreement recorded in Other assets, net in the Consolidated Balance Sheets at December 31, 2021, which are being amortized through the maturity date, or July 30, 2026 .
+Added: The Company has $ 2,901 of debt issuance costs related to the revolver under the Credit Agreement recorded in Other assets, net in the Consolidated Balance Sheets at December 31, 2022, which are being amortized through the maturity date, or July 30, 2026 .
+Added: 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.
−Removed: Interest accrues on the term loan at a LIBOR rate or a base rate, at the Company’s option, plus an applicable margin.
−Removed: Interest accrues on revolving advances, at the Company’s option, (i) at a LIBOR rate or a base rate for U.S.
−Removed: dollar borrowings, plus an applicable margin, and (ii) at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: fees for letters of credit in US dollars and Canadian dollars are also based on the applicable margin.
+Added: 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”).
−Removed: The applicable margin for LIBOR rate loans, drawing fees for bankers’ acceptances, BA equivalent notes and certain letter of credit fees ranges from 0.750 % to 1.250 %, and the applicable margin for U.S.
+Added: 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 %.
+Added: The applicable margin for U.S.
base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00 % to 0.250 %.
−Removed: 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 hardwired mechanics for the replacement of LIBOR, including (1) mechanics to transition to a rate based upon the secured overnight financing rate (“SOFR”) published by the Federal Reserve Bank of New York or a successor administrator on its website (or a successor source) upon the earlier of (x) LIBOR’s cessation or loss of representativeness, (y) June 30, 2023 and (z) the effectiveness of an early opt-in election by the Company and the agents subject to certain terms and (2) mechanics to transition to an alternate benchmark rate giving due consideration to any evolving or then-prevailing market conventions for U.S.
−Removed: dollar-denominated syndicated credit facilities at such time upon the occurrence of certain subsequent transition events, the unavailability of SOFR-based alternatives or the effectiveness of an early opt-in election by the Company and the agents subject to certain terms.
+Added: 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 %.
+Added: 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.
2 unchanged sentences
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.
−Removed: 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).
+Added: 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
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations).
As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date .
+Added: Term Loan Agreement
+Added: 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 .
+Added: The Company used substantially all of the proceeds of borrowings under the Term Loan Agreement to repay revolving borrowings under the Credit Agreement.
+Added: Amounts borrowed under the Term Loan Agreement and repaid or prepaid may not be reborrowed.
+Added: The Company is amortizing $ 1,725 of debt issuance costs through the maturity date, or July 30, 2026 .
+Added: 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.
+Added: The applicable margin used in connection with calculating interest rates and fees is based on the Company’s Debt Rating.
+Added: 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.
+Added: 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.
+Added: The borrowings under the Term Loan Agreement are unsecured and there are no subsidiary guarantors under the Term Loan Agreement.
+Added: 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.
+Added: 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.
+Added: 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) .
+Added: As of December 31, 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement.
Private Placement Notes
Pursuant to the terms and conditions of a Master Note Purchase Agreement dated as of June 1, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2016 NPA”) between the Company and certain accredited institutional investors, the Company issued senior unsecured notes (the “2016 Private Placement Notes”) consisting of (i) $ 150,000 of senior notes due June 1, 2021 (the “June 2021 Private Placement Notes”), (ii) $ 200,000 of senior notes due June 1, 2023 , (iii) $ 150,000 of senior notes due April 20, 2024 , (iv) $ 400,000 of senior notes due June 1, 2026 and (v) $ 250,000 of senior notes due April 20, 2027 .
−Removed: 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 .
−Removed: 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.
+Added: 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
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: 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 .
+Added: 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.
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”).
1 unchanged sentence
Bank National Association, as trustee (the “Trustee”), as supplemented through the First Supplemental Indenture, dated as of November 16, 2018.
−Removed: The Company is amortizing the $ 5,792 of debt issuance costs through the maturity date of the 2028 Senior Notes.
+Added: 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.
2 unchanged sentences
The 2029 Senior Notes were issued under the Indenture, as supplemented through the Second Supplemental Indenture, dated as of April 16, 2019.
−Removed: The Company is amortizing the $ 5,954 of debt issuance costs through the maturity date of the 2029 Senior Notes.
+Added: 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.
7 unchanged sentences
The 2050 Senior Notes were issued under the Indenture, as supplemented through the Fourth Supplemental Indenture, dated as of March 13, 2020.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The Company is
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: 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” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes and the 2050 Senior Notes, the “Senior Notes”).
+Added: amortizing a $ 7,375 debt discount and $ 5,682 of debt issuance costs through the maturity date of the 2050 Senior Notes.
+Added: 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.
+Added: 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.
+Added: 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.
7 unchanged sentences
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.
+Added: 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”).
+Added: The New 2032 Senior Notes were issued under the Indenture, as supplemented through the Sixth Supplemental Indenture, dated as of March 9, 2022.
+Added: The Company is amortizing $ 375 of debt discount and $ 4,668 of debt issuance costs through the maturity date of the New 2032 Senior Notes.
+Added: 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.
+Added: 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.
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: 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”).
+Added: The 2033 Senior Notes were issued under the Indenture, as supplemented through the Seventh Supplemental Indenture, dated as of August 18, 2022.
+Added: The Company is amortizing $ 2,040 of debt discount and $ 6,878 of debt issuance costs through the maturity date of the 2033 Senior Notes.
+Added: 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.
+Added: 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.
3 unchanged sentences
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).
−Removed: 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 to, but excluding, the date of repurchase.
+Added: 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.
−Removed: The Indenture also includes customary events of default with respect to the
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: Senior Notes.
+Added: The Indenture also includes customary events of default with respect to the Senior Notes.
As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Indenture as in effect on the applicable date.
3 unchanged sentences
Under certain circumstances, the holders of a majority in principal amount of the outstanding Senior Notes of any series may rescind any such acceleration with respect to the Senior Notes of that series and its consequences.
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
As of December 31, 2022, aggregate contractual future principal payments by calendar year on long-term debt are due as follows:
14 unchanged sentences
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.
−Removed: The Company’s
+Added: The Company’s restricted investments measured at fair value are invested primarily in money market accounts, bank time deposits, U.S.
+Added: government and agency securities and Canadian bankers’ acceptance notes.
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: restricted investments measured at fair value are invested primarily in money market accounts, bank time deposits, U.S.
−Removed: government and agency securities and Canadian bankers’ acceptance notes.
The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2022 and 2021, were as follows:
3 unchanged sentences
for Identical
−Removed: Interest rate swap derivative instruments – net liability position
+Added: Interest rate swap derivative instruments – net asset position
Restricted cash
20 unchanged sentences
Ending balance
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
COMMITMENTS AND CONTINGENCIES
2 unchanged sentences
The two largest uses of financial surety bonds are for municipal contract performance guarantees and asset closure and retirement requirements under certain environmental regulations.
−Removed: Environmental regulations require demonstrated financial assurance to meet final capping, closure and post-closure requirements for landfills.
+Added: Environmental regulations require demonstrated financial assurance to meet final
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: 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.
14 unchanged sentences
The Company records liabilities when it is probable that an obligation has been incurred and the amounts can be reasonably estimated.
−Removed: 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
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: to the Company’s acquisition of such facilities.
+Added: 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.
2 unchanged sentences
At December 31, 2022 and 2021, the long-term portion of remediation reserves was $ 17,284 and $ 20,483 , respectively, which is included in Other long-term liabilities in the Consolidated Balance Sheets.
−Removed: 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.
+Added: Any substantial increase
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: 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
6 unchanged sentences
Except as noted in the matters described below, as of December 31, 2022, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.
−Removed: Lower Duwamish Waterway Superfund Site Allocation Process
−Removed: In November 2012, the Company’s subsidiary, Northwest Container Services, Inc.
−Removed: (“NWCS”), was named by the U.S.
−Removed: Environmental Protection Agency, Region 10 (the “EPA”) as a potentially responsible party (“PRP”), along with more than 100 others, under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or the “Superfund” law) with respect to the Lower Duwamish Waterway Superfund Site (the “LDW Site”).
−Removed: Listed on the National Priorities List in 2001, the LDW Site is a five-mile stretch of the Duwamish River flowing into Elliott Bay in Seattle, Washington.
−Removed: A group of PRPs known as the Lower Duwamish Working Group (“LDWG”) and consisting of the City of Seattle, King County, the Port of Seattle, and Boeing Company conducted a Remedial Investigation/Feasibility Study for the LDW Site.
−Removed: On December 2, 2014, the EPA issued its Record of Decision (the “ROD”) describing the selected clean-up remedy, and therein estimated that clean-up costs (in present value dollars as of November 2014) would total approximately $ 342,000 .
−Removed: However, it is possible that additional costs could be incurred based upon various factors.
−Removed: The EPA estimates that it will take seven years to implement the clean-up.
−Removed: The ROD also requires ten years of monitoring following the clean-up, and provides that if clean-up goals have not been met by the end of this period, then additional clean-up activities, at additional cost, may be required at that time.
−Removed: Implementation of the clean-up will not begin until after the ongoing Early Action Area (“EAA”) clean-ups have been completed.
−Removed: Typically, costs for monitoring may be in addition to those expended for the clean-up.
−Removed: While three of the EAA clean-ups have been completed to date, some work remains to be done on three other EAAs.
−Removed: Implementation of the clean-up also must await additional baseline sampling throughout the LDW Site and the preparation of a remedial design for performing the clean-up.
−Removed: On April 27, 2016, the LDWG entered into a third amendment of its Administrative Order on Consent with the EPA (the “AOC 3”) in which it agreed to perform the additional baseline sediment sampling and certain technical studies needed to prepare the actual remedial design.
−Removed: The LDWG and the EPA entered into a fourth amendment to the AOC in July 2018 primarily addressing development of a proposed remedy for the upper reach of the LDW Site, river mile 3 to river mile 5.
−Removed: At the April 24, 2019
+Added: Jefferson Parish, Louisiana Landfill Litigation
+Added: Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “Landfill”), located in Avondale, Louisiana, near the City of New Orleans.
+Added: LRLC’s operations were governed by an Operating Agreement, entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the Landfill, Jefferson Parish (the “Parish”).
+Added: The Parish also holds the State of Louisiana permit for the operation of the Landfill.
+Added: Aptim Corporation operated the landfill gas collection system at the Landfill under a separate contract with the Parish.
+Added: 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.
+Added: The Court later consolidated the claims of the putative class action plaintiffs.
+Added: 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.
+Added: The claims of the mass action plaintiffs were consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action).
+Added: The putative class actions and the Addison action assert claims for damages from odors allegedly emanating from the Landfill.
+Added: The consolidated putative class action complaint alleges that the Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants.
+Added: The putative class is described as all residents of Jefferson Parish who have sustained legally cognizable damages as a result of odors from the Landfill, but the complaint proposes to revise the geographic definition based on further evidence.
+Added: The putative class plaintiffs seek unspecified damages for unidentified nuisance and property value diminution.
+Added: The Addison plaintiffs assert claims for nuisance, negligence, and (with respect to the Parish) unconstitutional takings under the Louisiana constitution;
+Added: on behalf of two plaintiffs, the Addison complaint also asserts claims for wrongful death and survivorship.
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: stakeholders meeting, the LDWG projected that the remedial design for the upper reach could be completed by August 2024.
−Removed: In late September 2020, the EPA informed attorneys for several PRPs that the work may be completed by late 2023 or early 2024.
−Removed: On August 16, 2016, the EPA sent individual letters to each of the PRPs for the LDW Site, including NWCS, stating that it expected to initiate negotiations with all PRPs in early 2018 relating to a Remedial Design/Remedial Action (“RD/RA”) Consent Decree.
−Removed: An RD/RA Consent Decree provides for the cleanup of the entire site and is often referred to as a “global settlement.” In August 2014, NWCS entered into an Alternative Dispute Resolution Memorandum of Agreement with several dozen other PRPs and a neutral allocator to conduct a confidential and non-binding allocation of certain past response costs allegedly incurred at the LDW Site as well as the anticipated future response costs associated with the clean-up.
−Removed: In March 2017, the PRPs provided the EPA with notice that the allocation was not scheduled to conclude until mid-2019.
−Removed: Later extensions pushed the allocation conclusion date first to early 2020 and then to July 2020.
−Removed: The EPA was informed of those changes.
−Removed: The allocator issued his preliminary allocation report on June 28, 2021.
−Removed: The allocator is currently considering comments on the preliminary report, which the parties submitted in November 2021.
−Removed: The allocator may issue the final allocation report sometime in the next two months.
−Removed: In July 2021, the EPA was informed of the issuance of the preliminary allocation report in a telephone conference with allocation participants.
−Removed: In a telephone conference with allocation participants on December 14, 2021, the EPA stated its expectation that settlement negotiations would begin in the second half of 2022.
−Removed: NWCS is defending itself vigorously in this confidential allocation process.
−Removed: At this point, the Company is not able to determine the likelihood of the allocation process being completed as intended by the participating PRPs, its specific allocation, or the likelihood of the parties then negotiating a global settlement with the EPA.
−Removed: Thus, NWCS cannot reasonably determine the likelihood of any outcome in this matter, including its potential liability.
−Removed: On February 11, 2016, NWCS received a letter (the “Letter”) from the United States Department of Commerce, National Oceanic and Atmospheric Administration (“NOAA”), describing certain investigatory activities conducted by the Elliott Bay Trustee Council (the “Council”).
−Removed: The Council consists of all of the natural resources trustees for the LDW Site as well as two nearby Superfund sites, the Harbor Island site and the Lockheed West site.
−Removed: The members of the Council include the United States, on behalf of the U.S.
−Removed: National Oceanic and Atmospheric Administration and the U.S.
−Removed: Department of the Interior, the Washington State Department of Ecology, and the Suquamish and Muckleshoot Indian Tribes (together, the “Trustees”).
−Removed: The Letter appears to allege that NWCS may be a potentially liable party that allegedly contributed to the release of hazardous substances that have injured natural resources at the LDW Site.
−Removed: Damages to natural resources are in addition to clean-up costs.
−Removed: The Letter, versions of which NWCS believes were sent to all or a group of the PRPs for the LDW Site, also notified its recipients of their opportunity to participate in the Trustees’ development of an Assessment Plan and the performance of a Natural Resources Damages Assessment (“NRDA”) in accordance with the Assessment Plan for both the LDW Site and the east and west waterways of the Harbor Island site.
−Removed: NWCS timely responded with correspondence to the NOAA Office of General Counsel, in which it declined the invitation at that time.
−Removed: NWCS does not know how other PRPs responded to the Letter, and has not received any further communication from NOAA or the Trustees.
−Removed: The Trustees have not responded to NWCS’ letter.
−Removed: The Trustees released their Assessment Plan in March 2019.
−Removed: The Assessment Plan does not set forth a timeline for implementation.
−Removed: At this point, the Company is not able to determine the likelihood or amount of an assessment of natural resource damages against NWCS in connection with this matter.
+Added: The Court held an eight-day trial on general causation during January and February 2022.
+Added: General causation was to address the questions of whether the Landfill could cause odors and emissions that are able to reach plaintiffs’ properties and whether those odors and emissions could result in the types of medical impacts and nuisance conditions complained of by the putative class and mass action plaintiffs.
+Added: Among other things, defendants urged the court to find general causation tied to the geographic limits of landfill emissions that may have the potential to cause a nuisance based on air modeling done by defendants’ experts.
+Added: On November 29, 2022, the Court issued a 45-page decision on the general causation trial.
+Added: The Court concluded that all putative class and mass action plaintiffs established general causation—specifically that emissions and gases from the Landfill were capable of causing certain damages alleged by the plaintiffs.
+Added: 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.
+Added: 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.
+Added: The Addison Plaintiffs’ claims of diminution of property value were put on a separate track from these damages and not addressed.
+Added: The Court has held two case management conferences since the general causation decision to discuss how to proceed with the class and mass action cases, and the Court has proposed trying certain Addison plaintiffs’ cases on the merits prior to class certification being determined as to the putative class case.
+Added: The Company has opposed that sequence by motion, and the Court has recognized its objection on the record.
+Added: Subject to that objection, the Company is negotiating a case management order with the Addison plaintiffs that allows for fact and expert discovery on a subset of Addison plaintiffs before selecting 6-10 individuals who will proceed to trial.
+Added: Trial is expected to be scheduled for the third quarter of 2023.
+Added: The Company has already obtained dismissal of approximately one third of the original Addison plaintiffs, the number of which now total 547, and believes it has strong defenses to the merits of the mass actions, including specific causation issues due to other odor sources in the area.
+Added: The Company also believes it has strong defenses to certification of the putative class actions, although the Court has not yet indicated when it will allow certification to be briefed and decided.
+Added: The Company is continuing to vigorously defend itself in these lawsuits;
+Added: however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, including the allocation of any potential liability among the Company, the Parish and Aptim Corporation.
Los Angeles County, California Landfill Expansion Litigation
1 unchanged sentence
In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “Landfill”).
−Removed: The Landfill has operated since 1972, and as a regional landfill, accepted approximately two and a half million tons of materials for disposal and beneficial use in 2021.
−Removed: 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
+Added: The Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.6 million tons of materials for disposal and beneficial use in 2022.
+Added: 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.
+Added: 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.
+Added: CCL objected to many of the requirements imposed by the Commission.
+Added: Current estimates for new costs imposed on CCL under the CUP are in excess of $ 300,000 .
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: 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.
−Removed: After many years of reviews and delays, upon the recommendation of County staff, the County’s Regional Planning Commission (the “Commission”) approved the Application on April 19, 2017, but imposed operating conditions, fees and exactions that substantially reduce the historical landfill operations and represent a large increase in aggregate taxes and fees.
−Removed: CCL objected to many of the requirements imposed by the Commission.
−Removed: 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.
7 unchanged sentences
(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.
−Removed: Extensive motions practice and an interlocutory appeal occurred in 2018 and 2019 over the permissible scope of CCL’s challenge to the CUP, specifically 13 operational conditions in the CUP.
−Removed: The Superior Court ruled in CCL’s favor on November 13, 2019, finding that the County was estopped from contending that CCL has waived its rights to challenge the legality of the 13 operational conditions.
−Removed: The County sought interlocutory review of the Superior Court’s decision in the Court of Appeal, which denied the County’s petition on February 7, 2020.
−Removed: Following full briefing and oral argument on June 22, 2020 on six of CCL’s causes of action, 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.
+Added: Following extensive litigation in 2018 and 2019 on the permissible scope of CCL’s challenge, the Superior Court issued its decision on July 2, 2020, granting CCL’s petition for writ of mandate in part and denying it in part.
CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the Landfill.
−Removed: Before entry of final judgment, the Superior Court will hear CCL’s remaining causes of action.
−Removed: A trial on CCL’s remaining causes of action is scheduled for August 1, 2022.
−Removed: Once the Superior Court has entered final judgment, CCL and the County will be permitted to appeal any adverse ruling to the California Court of Appeal.
−Removed: After entry of final judgment and resolution of any appeals, the Superior Court will issue a writ directing the County Board of Supervisors to set aside its decision on the permit with respect to 12 of the challenged conditions.
−Removed: The Board will be allowed to make additional findings to support four of those conditions and reconsider its permit decision in light of the Superior Court’s writ.
−Removed: CCL will continue to vigorously prosecute the lawsuit.
−Removed: However, at this point, the Company is not able to determine the likelihood of any outcome in this matter.
+Added: On October 11, 2022, CCL and the County entered into a settlement agreement that requires Chiquita to file a CUP modification application with the County embodying the terms of the settlement agreement.
+Added: Chiquita filed the CUP modification application on November 10, 2022.
+Added: If the CUP modification application is approved by the County and certain other contingencies are satisfied, Chiquita will dismiss this lawsuit.
+Added: However, at this time, the Company is not able to determine the likelihood of any outcome in this matter.
December 11, 2017 Notice of Violation Regarding Certain CUP Conditions.
6 unchanged sentences
A written decision memorializing the hearing officer’s findings and order was issued on July 10, 2018.
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
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.
2 unchanged sentences
The Court indicated that the NOV case would be coordinated with the CUP lawsuit.
−Removed: The NOV case has been continued multiple times as the CUP lawsuit was adjudicated;
−Removed: it is now set for trial on June 16, 2022.
−Removed: The Superior Court’s July 2, 2020 decision in the CUP lawsuit upheld the B&T fee against a Mitigation Fee Act challenge, and addressed two other conditions that were also the subject of the NOV, which may impact the scope of the B&T fee/NOV case.
−Removed: CCL will continue to vigorously prosecute the lawsuit.
−Removed: However, at this point, the Company is not able to determine the likelihood of any outcome in this matter.
+Added: On October 11, 2022, CCL and the County entered into a settlement agreement, described above under paragraph A.
+Added: If the CUP modification application is approved by the County and certain other contingencies are satisfied, Chiquita will dismiss this lawsuit.
+Added: However, at this time, the Company is not able to determine the likelihood of any outcome in this matter.
Collective Bargaining Agreements
−Removed: Twenty-two of the Company’s collective bargaining agreements have expired or are set to expire in 2022.
+Added: Seventeen of the Company’s collective bargaining agreements have expired or are set to expire in 2023.
The Company does not expect any significant disruption in its overall business in 2023 as a result of labor negotiations, employee strikes or organizational efforts.
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
SHAREHOLDERS’ EQUITY
6 unchanged sentences
Under the ESPP, employees purchased 26,582 of the Company’s common shares for $ 3,270 during the year ended December 31, 2022.
+Added: 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.
−Removed: In October 2021, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.025 , from $ 0.205 to $ 0.23 per Company common share.
+Added: In November 2022, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.025 , from $ 0.23 to $ 0.255 per Company common share.
Cash dividends of $ 243,013 , $ 220,203 and $ 199,883 were paid during the years ended December 31, 2022, 2021 and 2020, respectively.
4 unchanged sentences
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.
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems is limited to a maximum of 85,956 common shares, which represents 25% of the average daily trading volume on the TSX of 343,825 common shares for the period from February 1, 2022 to July 31, 2022.
5 unchanged sentences
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 .
−Removed: For the year ended December 31, 2019, the Company did no t repurchase any common shares pursuant to the NCIB in effect during that period.
+Added: For the year ended December 31, 2020, the Company repurchased 1,271,977 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 105,654 .
As of December 31, 2022, the remaining maximum number of shares available for repurchase under the NCIB was 12,859,066 .
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Common Shares
16 unchanged sentences
At December 31, 2022, 2021 and 2020, no special shares were issued.
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Preferred Shares
10 unchanged sentences
Third Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”), and the Waste Connections US, Inc.
−Removed: 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.
+Added: Consultant Incentive Plan (the “Consultant Plan,” and, together with the 2014 Plan and the 2004 Plan, the “Assumed
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: 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.
+Added: The 2014 Plan and the Consultant Plan have each automatically terminated.
Participation in the 2004 Plan was limited to employees, officers, directors and consultants.
3 unchanged sentences
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.
−Removed: The 2014 Plan also authorized the granting of RSUs, as well as performance awards payable in the form of the Company’s common shares or cash, including equity awards and incentive cash bonuses that may have been intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).
−Removed: Participation in the 2014 Plan was limited to employees and consultants of the Company and its subsidiaries and non-employee directors.
−Removed: The 2014 Plan is administered by the Company’s Board of Directors with respect to awards to non-employee directors and by its Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of the Company’s directors and/or officers, subject to certain limitations (collectively, the “administrator”).
−Removed: RSUs granted under the 2014 Plan generally vest in installments pursuant to a vesting schedule set forth in each award agreement.
−Removed: RSU awards under the 2014 plan do not require any cash payment from the participant to whom an award was made.
−Removed: The vesting of performance awards, including performance-based restricted share units (“PSUs”), was dependent on one or more performance criteria determined by the administrator on a specific date or dates or over any period or periods determined by the administrator.
On June 1, 2016, the Company’s Board of Directors adopted the 2016 Incentive Award Plan (the “2016 Plan”), which was approved by Progressive Waste’s shareholders on May 26, 2016.
On each of July 24, 2017 and 2018, the Board of Directors approved certain housekeeping amendments to the 2016 Plan.
−Removed: 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
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: from treasury pursuant to awards made under the 2016 Plan is 7,500,000 common shares.
+Added: 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).
14 unchanged sentences
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.
−Removed: 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.
+Added: At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs.
At December 31, 2022, 2021 and 2020, the Company had 81,352 , 100,861 and 177,760 vested deferred RSUs outstanding, respectively.
4 unchanged sentences
Total fair value of PSUs vested
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
A summary of activity related to PSUs during the year ended December 31, 2022, is presented below:
8 unchanged sentences
During the year ended December 31, 2021, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2023 .
−Removed: During the same period, the Company’s Compensation Committee also granted PSUs with a one-year performance-based metric that the Company was required to meet before those awards were earned, with the awards then subject to time-based vesting for the remaining three years of their four-year vesting period.
During the year ended December 31, 2020, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company was required to meet before those awards were earned, and the performance period for those grants ended on December 31, 2022 .
6 unchanged sentences
Warrants outstanding at December 31, 2022, expire between 2023 and 2027 .
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
A summary of warrant activity during the year ended December 31, 2022, is presented below:
3 unchanged sentences
Outstanding at December 31, 2022
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The following table summarizes information about warrants outstanding as of December 31, 2022 and 2021:
28 unchanged sentences
Other Restricted Share Units
−Removed: 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.
+Added: 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
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
A summary of activity related to Progressive Waste RSUs during the year ended December 31, 2022, is presented below:
3 unchanged sentences
All remaining RSUs were vested as of December 31, 2019.
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
Share-Based Options
16 unchanged sentences
Foreign currency translation adjustment
−Removed: Year Ended December 31, 2019
−Removed: Interest rate swap amounts reclassified into interest expense
−Removed: Changes in fair value of interest rate swaps
−Removed: Foreign currency translation adjustment
WASTE CONNECTIONS, INC.
2 unchanged sentences
DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
+Added: Year Ended December 31, 2020
+Added: Interest rate swap amounts reclassified into interest expense
+Added: Changes in fair value of interest rate swaps
+Added: Foreign currency translation adjustment
A roll forward of the amounts included in AOCIL, net of taxes, is as follows:
15 unchanged sentences
Income before income taxes
+Added: WASTE CONNECTIONS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
+Added: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
The provision for income taxes consists of the following:
4 unchanged sentences
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.
−Removed: federal statutory income tax rate of 21 %, as opposed to the Canadian statutory rate of
−Removed: WASTE CONNECTIONS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (DOLLAR AMOUNTS IN THOUSANDS OF U.S.
−Removed: DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)
−Removed: approximately 27 % to provide a more meaningful insight into those differences.
+Added: 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:
7 unchanged sentences
federal statutory rate.
−Removed: For the year ended December 31, 2020, the Company’s income tax provision included a $ 27,358 expense associated with certain 2019 inter-entity payments no longer being deductible for tax purposes due to the finalization of tax regulations on April 7, 2020 under Internal Revenue Code Section 267A and a $ 4,148 expense related to an increase in the Company’s deferred income tax liabilities resulting from the impairment of certain assets within its E&P waste operations which impacted the geographical apportionment of its state income taxes.
−Removed: Additionally, for the year ended December 31, 2019, a reduction in deferred income tax assets primarily related to compensation of executive officers no longer deemed deductible for tax purposes resulted in an increase to tax expense of $ 3,805 .
+Added: For the year ended December 31, 2020, the Company’s income tax provision included a $ 27,358 expense associated with certain 2019 inter-entity payments no longer being deductible for tax purposes due to the finalization of tax regulations on April 7, 2020 under Internal Revenue Code Section 267A and a $ 4,148 expense related to an increase in the Company’s deferred income tax liabilities resulting from the impairment of certain assets within its E&P waste services which impacted the geographical apportionment of its state income taxes.
WASTE CONNECTIONS, INC.
7 unchanged sentences
Tax credits and loss carryforwards
−Removed: Interest rate and fuel hedges
+Added: Interest rate swaps
Finance costs
5 unchanged sentences
Property and equipment
−Removed: Landfill closure/post-closure
+Added: Landfill closure and post-closure
Prepaid expenses
Investment in subsidiaries
−Removed: Finance costs
+Added: Interest rate swaps
Total deferred income tax liabilities
+Added: ( 1,137,457 )
Net deferred income tax liability
+Added: ( 1,013,742 )
The Company has $ 80,422 of Canadian tax loss carryforwards with a 20-year carryforward period which will begin to expire in 2036, as well as various U.S.
56 unchanged sentences
Goodwill acquired
+Added: Goodwill acquisition adjustments
Goodwill divested
2 unchanged sentences
Goodwill acquired
−Removed: Goodwill acquisition adjustments
−Removed: Goodwill divested
Impact of changes in foreign currency
76 unchanged sentences
Not applicable
−Removed: Automobile Mechanics’ Local No.
−Removed: 701 Union and Industry Pension Fund
−Removed: 36-6042061 - 001
−Removed: Not applicable
Midwest Operating Engineers Pension Plan
3 unchanged sentences
Not applicable
+Added: Automobile Mechanics’ Local No.
+Added: 701 Union and Industry Pension Fund
+Added: 36-6042061 - 001
+Added: Not applicable
+Added: Local 813 Pension Trust Fund
+Added: 13-1975659 - 001
+Added: Critical for the plan year beginning 1/1/2021
Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan
7 unchanged sentences
Not applicable
−Removed: 3/31/2021 to 3/31/2024
Multi-Sector Pension Plan
−Removed: Green as of 1/1/2021
−Removed: Green as of 1/1/2020
+Added: Critical as of 1/1/2021
+Added: Critical as of 1/1/2021
Not applicable
−Removed: Local 813 Pension Trust Fund
−Removed: 13-1975659 - 001
−Removed: Critical for the plan year beginning 1/1/2021
Recycling and General Industrial Union Local 108 Pension Fund
+Added: 13-6366378 - 001
Not applicable
11 unchanged sentences
2) Teamsters Local 301 Pension Fund for plan years ending December 31, 2021, 2020 and 2019;
−Removed: 3) Suburban Teamsters of Northern Illinois Pension Plan for the plan year ending December 31, 2020;
+Added: 3) Suburban Teamsters of Northern Illinois Pension Plan for the plan years ending December 31, 2021 and 2020;
and 4) Recycling and General Industrial Union Local 108 Pension Fund for the plan years ending December 31, 2021, 2020 and 2019.
22 unchanged sentences
The Company reinstated its matching contributions effective January 1, 2021.
−Removed: For the year ended December 31, 2021, during the period from January 1, 2020 through May 31, 2020 and for the year ended December 31, 2019, the Company also made matching contributions to the Deferred Compensation Plan of 100 % of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equaled 5 % of the employee’s eligible compensation, less the amount of any match the Company made on behalf of the employee under the Waste Connections 401(k) Plan, and subject to certain deferral limitations imposed by the U.S.
+Added: For the years ended December 31, 2022 and 2021, and during the period from January 1, 2020 through May 31, 2020, the Company also made matching contributions to the Deferred Compensation Plan of 100 % of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equaled 5 % of the employee’s eligible compensation, less the amount of any match the Company made on behalf of the employee under the Waste Connections 401(k) Plan, and subject to certain deferral limitations imposed by the U.S.
Internal Revenue Code on 401(k) plans.
The Company’s total liability for deferred compensation at December 31, 2022 and 2021 was $ 40,407 and $ 50,738 , respectively, which was recorded in Other long-term liabilities in the Consolidated Balance Sheets.
−Removed: SUBSEQUENT EVENTS
+Added: SUBSEQUENT EVENT
On February 15, 2023 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.255 per Company common share.
The dividend will be paid on March 15, 2023 , to shareholders of record on the close of business on March 1, 2023 .
−Removed: Subsequent to December 31, 2021 and through the date the accompanying financial statements were issued, the Company repurchased 3,388,155 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 425,000 .
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.