Waste Connections, Inc. (WCN)

FORM 10-K | Annual Report
Feb. 14, 2019 6:03 AM
|
About: Waste Connections, Inc. (WCN)View as PDF
Waste Connections, Inc. (Form: 10-K, Received: 02/14/2019 06:18:57)

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission File No. 1-34370

 

Click to enlarge

WASTE CONNECTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Ontario, Canada
(State or other jurisdiction of incorporation or organization)
 
98-1202763
(I.R.S. Employer Identification No.)
   
610 Applewood Crescent, 2 nd Floor
Vaughan
Ontario L4K 0E3
Canada
(Address of principal executive offices)

 

(905) 532-7510

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:  

Common Shares, no par value

(Title of each class)

New York Stock Exchange

Toronto Stock Exchange
(Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes þ      No ¨

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  

Yes ¨      No þ

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes þ      No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  

Yes þ      No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

þ Large accelerated

filer

¨ Accelerated

filer

¨ Non-accelerated

filer

¨ Smaller reporting company ¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes ¨      No þ

 

As of June 30, 2018, the aggregate market value of shares held by non-affiliates of the registrant, based on the closing sales price for the registrant’s common shares, as reported on the New York Stock Exchange, was $19,752,529,494. 

 

Number of common shares outstanding as of February 1, 2019:  263,284,965

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant's definitive Management Information Circular and Proxy Statement for the 2019 Annual and Special Meeting of Shareholders (which will be filed with the SEC pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and with the securities commissions or similar regulatory authorities in Canada within 120 days after the end of our 2018 fiscal year) are incorporated by reference into Part III hereof .

 

 

 

 
 

 

WASTE CONNECTIONS, INC.

ANNUAL REPORT ON FORM 10-K

 

TABLE OF CONTENTS

 

Item No.   Page
PART I  
1. BUSINESS 1
1A. RISK FACTORS 22
1B. UNRESOLVED STAFF COMMENTS 34
2. PROPERTIES 34
3. LEGAL PROCEEDINGS 34
4. MINE SAFETY DISCLOSURE 34
     
PART II    
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 35
6. SELECTED FINANCIAL DATA 37
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 73
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 75
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 144
9A. CONTROLS AND PROCEDURES 144
9B. OTHER INFORMATION 144
     
PART III    
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 145
11. EXECUTIVE COMPENSATION 145
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 145
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 145
14. PRINCIPAL ACCOUNTING FEES AND SERVICES 145
     
PART IV    
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 146
   
SIGNATURES 151
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS 152

  

    i  
 

 

PART I

 

ITEM 1. BUSINESS

 

Our Company

 

Waste Connections, Inc. is the third largest non-hazardous solid waste services company in North America, providing waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the U.S. and Canada. Through our R360 Environmental Solutions subsidiary, we are also a leading provider of non-hazardous exploration and production, or E&P, waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the U.S. We also provide intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities.

 

On June 1, 2016, pursuant to the terms of the Agreement and Plan of Merger dated as of January 18, 2016 (the “Merger Agreement”), Water Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Progressive Waste Solutions Ltd. (“Merger Sub”), merged with and into Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“Old Waste Connections”) in an all-stock business combination with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.), a corporation organized under the laws of Ontario, Canada (“New Waste Connections,” “Waste Connections” or the “Company”). We use the term “Progressive Waste acquisition” herein to refer to the transactions completed under the Merger Agreement, and we use the term “Progressive Waste” herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016. All references to “dollars” or “$” used herein refer to U.S. dollars, and all references to CAD $ used herein refer to Canadian dollars, unless otherwise stated.

 

As of December 31, 2018, we served residential, commercial, industrial and E&P customers in 41 states in the U.S. and six provinces in Canada:  Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida, Georgia, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin and Wyoming, and the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan. 

 

Our senior management team has extensive experience in operating, acquiring and integrating non-hazardous waste services businesses, and we intend to continue to focus our efforts on both internal and acquisition-based growth.  We anticipate that a part of our future growth will come from acquiring additional waste businesses and, therefore, we expect that additional acquisitions could continue to affect period-to-period comparisons of our operating results. 

 

Our Operating Strategy

 

Our operating strategy seeks to improve financial returns and deliver superior shareholder value creation within the solid waste industry.  We generally seek to avoid highly competitive, large urban markets and instead target markets where we can attain high market share either through exclusive contracts, vertical integration or asset positioning. We also target niche markets, like E&P waste treatment and disposal services, with similar characteristics and, we believe, higher comparative growth potential. We are a leading provider of waste services in most of our markets, and the key components of our operating strategy, which are tailored to the competitive and regulatory factors that affect our markets, are as follows: 

 

Target Secondary and Rural Markets . By targeting secondary and rural markets, we believe that we are able to achieve a higher local market share than would be attainable in more competitive urban markets, which we believe reduces our exposure to customer churn and improves financial returns. In certain niche markets, like E&P waste treatment and disposal, early mover advantage in certain rural basins may improve market positioning and financial returns given the limited availability of existing third-party-owned waste disposal alternatives.

 

Control the Waste Stream .  In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally owned or funded or available at multiple sources, we believe that controlling the waste stream by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning or operating landfills.  In addition, in certain E&P markets with “no pit” rules or other regulations that limit on-site storage or treatment of waste, control of the waste stream allows us to generate additional service revenue from the transportation, treatment and disposal of waste, thus increasing the overall scope and value of the services provided. 

 

  1  

 

 

Optimize Asset Positioning .  We believe that the location of disposal sites within competitive markets is a critical factor to success in the waste services industry.  Given the importance of and costs associated with the transportation of waste to treatment and disposal sites, having disposal capacity proximate to the waste stream may provide a competitive advantage and serve as a barrier to entry.

 

Provide Vertically Integrated Services .  In markets where we believe that owning landfills is a strategic advantage to a collection operation because of competitive and regulatory factors, we generally focus on providing integrated services, from collection through disposal of solid waste in landfills that we own or operate. Similarly, we see this strategic advantage in E&P waste services where we offer closed loop systems for liquid and solid waste storage, transportation, treatment, and disposal.

 

Manage on a Decentralized Basis .  We manage our operations on a decentralized basis.  This places decision-making authority closer to the customer, enabling us to identify and address customers’ needs quickly in a cost-effective manner.  We believe that decentralization provides a low-overhead, highly efficient operational structure that allows us to expand into geographically contiguous markets and operate in relatively small communities that larger competitors may not find attractive.  We believe that this structure gives us a strategic competitive advantage, given the relatively rural nature of many of the markets in which we operate, and makes us an attractive buyer to many potential acquisition candidates. 

 

As of December 31, 2018, we delivered our services from operating locations grouped into six operating segments: our Southern segment services customers located in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas; our Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; our Eastern segment services customers located in Illinois, Iowa, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, eastern Tennessee, Vermont, Virginia and Wisconsin; our Canada segment services customers located in the state of Michigan and in the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan; and our Central segment services customers located in Arizona, Colorado, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming. The E&P segment services E&P customers located in Arkansas, Louisiana, New Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico.  Some E&P revenues are also included in other operating segments, where we accept E&P waste at some of our municipal solid waste, or MSW landfills. In addition, a small amount of solid waste revenue is included in our E&P segment.

 

We manage and evaluate our business on the basis of the operating segments’ geographic characteristics, interstate waste flow, revenue base, employee base, regulatory structure, and acquisition opportunities.  Each operating segment has a regional vice president and a regional controller reporting directly to our corporate management.  These regional officers are responsible for operations and accounting in their operating segments and supervise their regional staff.  See Note 14 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information on our segment reporting of our operations. 

 

Each operating location has a district or site manager who has a high degree of decision-making authority for his or her operations and is responsible for maintaining service quality, promoting safety, implementing marketing programs and overseeing day-to-day operations, including contract administration.  Local managers also help identify acquisition candidates and are responsible for integrating acquired businesses into our operations and obtaining the permits and other governmental approvals required for us to operate. 

 

Implement Operating Standards .  We develop company-wide operating standards, which are tailored for each of our markets based on industry norms and local conditions.  We implement cost controls and employee training and safety procedures and establish a sales and marketing plan for each market.  By internalizing the waste stream of acquired operations, we can further increase operating efficiencies and improve capital utilization.  We use a wide-area information system network, implement financial controls and consolidate certain accounting, personnel and customer service functions.  While regional and district management operate with a high degree of autonomy, our executive officers monitor regional and district operations and require adherence to our accounting, purchasing, safety, marketing, legal and internal control policies, particularly with respect to financial matters.  Our executive officers regularly review the performance of regional officers, district managers and operations.  We believe we can improve the profitability of existing and newly acquired operations by establishing operating standards, closely monitoring performance and streamlining certain administrative functions. 

 

Our Growth Strategy

 

We tailor the components of our growth strategy to the markets in which we operate and into which we hope to expand. 

 

  2  

 

 

Obtain Additional Exclusive Arrangements .  Our operations include market areas where we have exclusive arrangements, including franchise agreements, municipal contracts and governmental certificates, under which we are the exclusive service provider for a specified market.  These exclusive rights and contractual arrangements create a barrier to entry that is usually obtained through the acquisition of a company with such exclusive rights or contractual arrangements or by winning a competitive bid. 

 

We devote significant resources to securing additional franchise agreements and municipal contracts through competitive bidding and by acquiring other companies.  In bidding for franchises and municipal contracts and evaluating acquisition candidates holding governmental certificates, our management team draws on its experience in the waste industry and knowledge of local service areas in existing and target markets.  Our district management and sales and marketing personnel maintain relationships with local governmental officials within their service areas, maintain, renew and renegotiate existing franchise agreements and municipal contracts, and secure additional agreements and contracts while targeting acceptable financial returns.  Our sales and marketing personnel also expand our presence into areas adjacent to or contiguous with our existing markets, and market additional services to existing customers.  We believe our ability to offer comprehensive rail haul disposal services in the Pacific Northwest improves our competitive position in bidding for such contracts in that region. 

 

Generate Internal Growth .   To generate internal revenue growth, our district management and sales and marketing personnel focus on increasing market penetration in our current and adjacent markets, soliciting new customers in markets where such customers have the option to choose a particular waste collection service and marketing upgraded or additional services (such as compaction or automated collection) to existing customers.  We also seek price increases necessary to offset increased costs, to improve operating margins and to obtain adequate returns on our deployed capital.  Where possible, we intend to leverage our franchise-based platforms to expand our customer base beyond our exclusive market territories.  As customers are added in existing markets, our revenue per routed truck increases, which generally increases our collection efficiencies and profitability.  In markets in which we have exclusive contracts, franchises and governmental certificates, we expect internal volume growth generally to track population and business growth. 

 

In niche disposal markets, like E&P, our focus is on increasing market penetration, and providing additional service offerings in existing markets where appropriate. In addition, we focus on developing and permitting new treatment and disposal sites in new and existing E&P markets to position ourselves to capitalize on current and future drilling activity in those areas.

 

Expand Through Acquisitions .  We intend to expand the scope of our operations by continuing to acquire waste businesses in new markets and in existing or adjacent markets that are combined with or “tucked-in” to our existing operations.  We focus our acquisition efforts on markets that we believe provide significant growth opportunities for a well-capitalized market entrant and where we can compete efficiently with potential new competitors.  This focus typically highlights markets in which we can:  (1) provide waste collection services under exclusive arrangements such as franchise agreements, municipal contracts and governmental certificates; (2) gain a leading market position and provide vertically integrated collection and disposal services; or (3) gain a leading market position in a niche market through the provision of treatment and disposal services.  We believe that our experienced management, decentralized operating strategy, financial strength, size and public company status make us an attractive buyer to certain waste collection and disposal acquisition candidates.  We have developed an acquisition discipline based on a set of financial, market and management criteria to evaluate opportunities.  Once an acquisition is closed, we seek to integrate it while minimizing disruption to our ongoing operations and those of the acquired business. 

 

In new markets, we often use an initial acquisition as an operating base and seek to strengthen the acquired operation's presence in that market by providing additional services, adding new customers and making “tuck-in” acquisitions of other waste companies in that market or adjacent markets.  We believe that many suitable “tuck-in” acquisition opportunities exist within our current and targeted market areas that may provide us with opportunities to increase our market share and route density. 

 

The North America solid waste services industry has experienced continued consolidation over the past decade, most notably with the sale of the U.S. solid waste business of Veolia Environnement S.A. to Advanced Disposal Services, Inc. in 2012, and our acquisition of Progressive Waste in June 2016.   In spite of this consolidation, the solid waste services industry remains regional in nature, with acquisition opportunities available in select markets.  The E&P waste services industry is similarly regional in nature and is also highly fragmented, with acquisition opportunities available in several active natural resource basins. In some markets in both MSW and E&P waste, independent landfill, collection or service providers lack the capital resources, management skills and/or technical expertise necessary to comply with stringent environmental and other governmental regulations and to compete with larger, more efficient, integrated operators.  In addition, many of the remaining independent operators may wish to sell their businesses to achieve liquidity in their personal finances or as part of their estate planning.

 

During the year ended December 31, 2018, we completed 20 acquisitions for consideration having a net fair value of $1.032 billion. During the year ended December 31, 2017, we completed 14 acquisitions for consideration having a net fair value of $562.2 million. During 2016, we acquired Progressive Waste for consideration transferred having a net fair value of $5.162 billion.  During the year ended December 31, 2016, we completed 12 other acquisitions for consideration having a net fair value of $17.1 million.

 

  3  

 

 

WASTE SERVICES

 

Collection Services

 

We provide collection services to residential, commercial, municipal, industrial and E&P customers.  Our services are generally provided under one of the following arrangements:  (1) governmental certificates; (2) exclusive franchise agreements; (3) exclusive municipal contracts; (4) residential subscriptions; (5) residential contracts; or (6) commercial, industrial and E&P service agreements. 

 

Governmental certificates, exclusive franchise agreements and exclusive municipal contracts grant us rights to provide MSW services within specified areas at established rates and are long-term in nature.  Governmental certificates, or G Certificates, are unique to the State of Washington and are awarded by the Washington Utilities and Transportation Commission, or WUTC, to solid waste collection service providers in unincorporated areas and electing municipalities.  These certificates typically grant the holder the exclusive and perpetual right to provide specific residential, commercial and/or industrial waste services in a defined territory at specified rates, subject to divestiture and/or overlap or cancellation by the WUTC on specified, limited grounds.  Franchise agreements typically provide an exclusive period of seven years or longer for a specified territory; they specify a broad range of services to be provided, establish rates for the services and can give the service provider a right of first refusal to extend the term of the agreement.  Municipal contracts typically provide a shorter service period and a more limited scope of services than franchise agreements and generally require competitive bidding at the end of the contract term.  In markets where exclusive arrangements are not available, we may enter into residential contracts with homeowners’ associations, apartment owners and mobile home park operators, or work on a subscription basis with individual households.  In such markets, we may also provide commercial and industrial services under customer service agreements generally ranging from one to five years in duration.  Finally, in certain E&P markets with “no pit” rules or other regulations that limit on-site storage or treatment of waste, we offer containers and collection services to provide a closed loop system for the collection of drilling wastes at customers’ well sites and subsequent transportation of the waste to our facilities for treatment and disposal.

 

Landfill Disposal Services

 

As of December 31, 2018, we owned or operated 68 MSW landfills, 11 E&P waste landfills, which only accept E&P waste, and 14 non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste. Nine of our MSW landfills also received E&P waste during 2018. We generally own landfills to achieve vertical integration in markets where the economic and regulatory environments make landfill ownership attractive.  We also own landfills in certain markets where it is not necessary to provide collection services because we believe that we are able to attract volume to our landfills, given our location or other market dynamics. Over time, MSW landfills generate a greenhouse gas, methane, which can be converted into a valuable source of clean energy. We deploy gas recovery systems at 52 of our landfills to collect methane, which can then be used to generate electricity for local households, fuel local industrial power plants or power alternative fueled vehicles. In some cases, landfill gas generated at our landfills qualifies as a renewable fuel for which renewable fuel credits may be available.

 

For landfills we operate but do not own, the owner of the property, generally a municipality, usually holds the permit and we operate the landfill pursuant to a landfill operating agreement for a contracted term, which may be the life of the landfill.  Where the contracted term is not the life of the landfill, the property owner is generally responsible for final capping, closure and post-closure obligations.  We are responsible for all final capping, closure and post-closure obligations at our operated landfills for which we have life-of-site agreements. 

 

The expiration dates for the four operating agreements for which the contracted term is less than the life of the landfill range from 2022 to 2028. We intend to seek renewal of all four contracts prior to, or upon, their expiration.

 

Based on remaining permitted capacity as of December 31, 2018, and projected annual disposal volumes, the average remaining landfill life for our owned and operated landfills and landfills operated, but not owned, under life-of-site agreements, is estimated to be approximately 26 years.  Many of our existing landfills have the potential for expanded disposal capacity beyond the amount currently permitted.  We regularly consider whether it is advisable, in light of changing market conditions and/or regulatory requirements, to seek to expand or change the permitted waste streams or to seek other permit modifications.  We also monitor the available permitted in-place disposal capacity of our landfills on an ongoing basis and evaluate whether to seek capacity expansion using a variety of factors.

 

We are currently seeking to expand permitted capacity at 14 of our landfills, for which we consider expansions to be probable.  Although we cannot be certain that all future expansions will be permitted as designed, the average remaining landfill life for our owned and operated landfills and landfills operated, but not owned, under life-of-site agreements is estimated to be approximately 29   years when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume. 

 

  4  

 

 

The following table reflects estimated landfill capacity and airspace changes, as measured in tons, for owned and operated landfills and landfills operated, but not owned, under life-of-site agreements (in thousands): 

 

    2018     2017  
    Permitted     Probable
Expansion
    Total     Permitted     Probable
Expansion
    Total  
Balance, beginning of year     1,170,671       183,626       1,354,297       1,104,362       237,453       1,341,815  
Acquired landfills     39,990       21,536       61,526       -       -       -  
Divested landfills     -       -       -       (13,912 )     (2,192 )     (16,104 )
Permits granted     32,997       (32,997 )     -       102,648       (102,648 )     -  
Airspace consumed     (44,989 )     -       (44,989 )     (43,059 )     -       (43,059 )
Expansions initiated     -       -       -       -       74,762       74,762  
Changes in engineering estimates     (8,125 )     (762 )     (8,887 )     20,632       (23,749 )     (3,117 )
Balance, end of year     1,190,544       171,403       1,361,947       1,170,671       183,626       1,354,297  

 

The estimated remaining operating lives for the landfills we own and landfills we operate under life-of-site agreements, based on remaining permitted and probable expansion capacity and projected annual disposal volume, in years, as of December 31, 2018, and December 31, 2017, are shown in the tables below.  The estimated remaining operating lives include assumptions that the operating permits are renewed.

 

    2018  
    0 to 5     6 to 10     11 to 20     21 to 40     41 to 50     51+     Total  
Owned and operated landfills     4       6       19       26       9       17       81  
Operated landfills under life-of-site agreements     -       1       -       4       1       2       8  
      4       7       19       30       10       19       89  

  

    2017  
    0 to 5     6 to 10     11 to 20     21 to 40     41 to 50     51+     Total  
Owned and operated landfills     5       2       15       31       9       16       78  
Operated landfills under life-of-site agreements     1       1       -       3       -       3       8  
      6       3       15       34       9       19       86  

 

The disposal tonnage that we received in 2018 and 2017 at all of our landfills is shown in the tables below (tons in thousands): 

 

    Three months ended      
   

March 31,

2018

   

June 30,

2018

   

September 30,

2018

   

December 31,

2018

    Twelve months
ended
 
    Number
of Sites
    Total
Tons
    Number
of Sites
    Total
Tons
    Number
of Sites
    Total
Tons
    Number
of Sites
    Total
Tons
    December 31,
2018
 
Owned operational landfills and landfills operated under life-of-site agreements     88       9,910       89       11,386       89       12,091       89       11,602       44,989  
Operated landfills     4       126       4       137       4       136       4       132       531  
      92       10,036       93       11,523       93       12,227       93       11,734       45,520  

 

  5  

 

 

    Three months ended      
   

March 31,

2017

   

June 30,

2017

   

September 30,

2017

   

December 31,

2017

    Twelve months
ended
 
    Number
of Sites
    Total
Tons
    Number
of Sites
    Total
Tons
    Number
of Sites
    Total
Tons
    Number
of Sites
    Total
Tons
    December 31,
2017
 
Owned operational landfills and landfills operated under life-of-site agreements     87       9,455       87       11,388       86       11,462       86       10,754       43,059  
Operated landfills     6       127       6       140       6       135       4       125       527  
      93       9,582       93       11,528       92       11,597       90       10,879       43,586  

 

Transfer Station and Intermodal Services

 

We own or operate MSW transfer stations and E&P waste transfer stations with marine access.  Transfer stations receive, compact and/or load waste to be transported to landfills or treatment facilities via truck, rail or barge.  They extend our direct-haul reach and link collection operations or waste generators with distant disposal or treatment facilities by concentrating the waste stream from a wider area and thus providing better utilization rates and operating efficiencies. 

 

Intermodal logistics is the movement of containers using two or more modes of transportation, usually including a rail or truck segment.  We provide these services for railing containerized international import and export goods through the Pacific Northwest, along with the transport of MSW waste and industrial construction debris.  Additionally we operate two intermodal facilities primarily for the shipment of waste by rail to distant disposal facilities that we do not own.  Our fleet of double-stack railcars provides dedicated direct-line haul services among terminals in Portland, Boardman, Tacoma and Seattle.  We have a contract with Union Pacific railroad for the movement of containers among our intermodal operations.  We also provide our customers container and chassis sales and leasing services. 

 

We have increased the amount of waste we transport by rail to our landfills and intend to further expand our intermodal business through cross-selling efforts with our solid waste services operations.  We believe that a significant amount of solid waste is transported currently by truck, rail and barge from primarily the Seattle-Tacoma and Metro Portland areas to remote landfills in Eastern Washington and Eastern Oregon.  We believe our ability to market both intermodal and disposal services will enable us to more effectively compete for these volumes. 

 

Recycling Services

 

We offer residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. We own or operate recycling operations and market other collected recyclable materials to third parties for processing before resale.  The majority of the recyclables we process for sale are paper products and are shipped to customers in the United States and other markets, including Asia.  Changes in end market demand as well as other factors can cause fluctuations in the prices for such commodities, which can affect revenue, operating income and cash flows.  We believe that recycling will continue to be an important component of local and state solid waste management plans due to the public’s increasing environmental awareness and expanding regulations that mandate or encourage recycling. That said, we also believe that the costs of processing recyclables, which have historically been subsidized by the sale of recycled commodities, need to be fully recognized. To that end, we have increased the fees that we charge at our recycling facilities to more fully reflect the processing costs associated with the separation of recyclables into marketable commodities. In some instances, we will look to pass the risk associated with the volatility of recycled commodity prices onto our customers.

 

E&P Waste Treatment, Recovery and Disposal Services

 

E&P waste is a broad term referring to the by-products resulting from oil and natural gas exploration and production activity. These generally include: waste created throughout the initial drilling and completion of an oil or natural gas well, such as drilling fluids, drill cuttings, completion fluids and flowback water; production wastes and produced water during a well’s operating life; contaminated soils that require treatment during site reclamation; and substances that require clean-up after a spill, reserve pit clean-up or pipeline rupture. E&P customers are oil and natural gas exploration and production companies operating in the areas that we serve. E&P revenue is therefore driven by vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity; it is complemented by other services including closed loop collection systems and the sale of recovered products. E&P activity varies across market areas which are tied to the natural resource basins in which the drilling activity occurs and reflects the regulatory environment, pricing and disposal alternatives available in any given market.

 

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We provide E&P waste treatment, recovery and/or disposal services from a network of E&P waste landfills, MSW landfills that also receive E&P waste, E&P liquid waste injection wells and E&P waste treatment and oil recovery facilities. Treatment processes vary by site and regulatory jurisdiction. At certain treatment facilities, loads of flowback and produced water and other drilling and production wastes delivered by our customers are sampled, assessed and tested by third parties according to state regulations. Solids contained in a waste load are deposited into a land treatment cell where liquids are removed from the solids and are sent through an oil recovery system before being injected into saltwater disposal injection wells or placed in evaporation cells that utilize specialized equipment to accelerate evaporation of liquids. In certain locations, fresh water is then added to the remaining solids in the cell to “wash” the solids several times to remove contaminants, including oil and grease, chlorides and other contaminants, to ensure the solids meet specific regulatory criteria that, in certain areas, are administered by third-party labs and submitted to the regulatory authorities.

 

COMPETITION

 

The North America MSW services industry is highly competitive and requires substantial labor and capital resources.  Our competition includes three national, publicly-held solid waste companies – Waste Management, Inc., Republic Services, Inc. and Advanced Disposal Services, Inc.; several regional, publicly held and privately owned companies; and several thousand small, local, privately owned companies, including independent waste brokers, some of which we believe have accumulated substantial goodwill in their markets.  We compete for collection, transfer and disposal volume based primarily on the price and, to a lesser extent, quality of our services. We also compete with operators of alternative disposal facilities, including incinerators, and with counties, municipalities and solid waste districts that maintain their own waste collection and disposal operations.  Public sector operators may have financial and other advantages over us because of their access to user fees and similar charges, tax revenues, tax-exempt financing and the ability to flow-control waste streams to publicly owned disposal facilities. 

 

From time to time, competitors may reduce the price of their services in an effort to expand their market shares or service areas or to win competitively bid municipal contracts.  These practices may cause us to reduce the price of our services or, if we elect not to do so, to lose business.  We provide a significant amount of our residential, commercial and industrial collection services under exclusive franchise and municipal contracts and G Certificates. Exclusive franchises and municipal contracts may be subject to periodic competitive bidding.  Competition in the solid waste industry is also affected by the increasing national emphasis in the U.S. and Canada on recycling and other waste reduction programs, which may reduce the volume of waste we collect or deposit in our landfills.

 

The U.S. and Canadian MSW services industries have undergone significant consolidation, and we encounter competition in our efforts to acquire collection operations, transfer stations and landfills.  We generally compete for acquisition candidates with publicly owned regional and national waste management companies.  Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we do not already serve.  

 

Competition for E&P waste comes primarily from smaller regional companies that utilize a variety of disposal methods and generally serve specific geographic markets. We also compete in certain markets with publicly held and privately owned companies such as Waste Management, Inc., Republic Services, Inc., Clean Harbors, Inc., Secure Energy Services Inc., Nuverra Environmental Solutions, Trinity Environmental Services, LLC, Ecoserv, NRC Group Holdings, LLC, PetroWaste Environmental LLP, Tervita Corporation and others. In addition, customers in many markets have the option of using internal disposal methods or outsourcing to another third-party disposal company. The principal competitive factors in this business include: gaining customer approval of treatment and disposal facilities; location of facilities in relation to customer activity; reputation; reliability of services; track record of environmental compliance; ability to accept multiple waste types at a single facility; and price.

 

The intermodal services industry is also highly competitive.  We compete against other intermodal rail services companies, trucking companies and railroads, many of which have greater financial and other resources than we do.  Competition is based primarily on price, reliability and quality of service. 

 

REGULATION

 

Introduction

 

Our operations in the United States and Canada, including landfills, transfer stations, solid waste transportation, intermodal operations, vehicle maintenance shops, fueling facilities and oilfield waste treatment, recovery and disposal operations, are all subject to extensive and evolving federal, state, provincial and, in some instances, local environmental, health and safety laws and regulations, the enforcement of which has become increasingly stringent. These laws and regulations may, among other things, require securing permits or other authorizations (collectively, “permits”) for regulated activities; govern the amount and type of substances that may be released or emitted into the environment in connection with our operations; impose clean-up or corrective action responsibility for releases of regulated substances into the environment; restrict the way we handle, manage or dispose of wastes; limit or prohibit our activities in sensitive areas such as wetlands, wilderness areas or areas inhabited by endangered or threatened species; require investigatory and remedial actions to mitigate pollution conditions caused by our operations or attributable to former operations; and impose specific standards addressing worker protection and health. Compliance is often costly or difficult, and the violation of these laws and regulations may result in the denial or revocation of permits, issuance of corrective action orders, assessment of administrative and civil penalties and even criminal prosecution.

 

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In many instances in the United States, liability is often “strict,” meaning it is imposed without a requirement of intent or fault on the part of the regulated entity. The environmental regulations that affect us in the United States are generally administered by the Environmental Protection Agency, or the EPA, and other federal, state and local agencies having jurisdiction over our U.S. operations.

 

The environmental legislation that affects us in Canada is administered by federal and provincial regulatory agencies, which have jurisdiction over certain aspects of our Canadian operations. The relevant Canadian federal environmental legislation that affects our operations is administered by federal departments such as Environment and Climate Change Canada. Provincial and local agencies and departments administer their own environmental legislation, such as the Ontario Ministry of the Environment, Conservation and Parks. In most instances in Canada, regulatory liability for environmental and health and safety matters is imposed without a requirement of intent on the part of the regulated entity, but is subject to a defense of due diligence.

 

Compliance with existing environmental regulatory requirements and permits requires significant capital and operating expenditures. It is possible that substantial costs for compliance or penalties for non-compliance may be incurred in the future. We believe that in recent years, environmental regulation of the industry has increased as have the number of enforcement actions brought by regulatory agencies. It is also possible that other developments, such as the adoption of additional or more stringent environmental laws, regulations and enforcement policies, could result in additional costs or liabilities that we cannot currently foresee or quantify. Moreover, changes in environmental laws or regulations could reduce the demand for our services and adversely impact our business. We also expend significant resources (both administrative and financial) directed toward development, expansion, acquisition, and permitting of landfills, transfer stations, and other facilities we operate. Regarding any permit issued by a regulatory agency necessary for our operations, there are no assurances that we will be able to obtain or maintain all necessary permits or that any such permit held may ultimately be renewed on the same or similar terms. Further, permits obtained impose various requirements and may restrict the size and location of disposal operations, impose limits on the types and amount of waste a facility may receive or manage, as well as a waste disposal facility’s overall capacity. Additional operational conditions or restrictions may be included in the renewal or amendment of a previously issued permit. As regulations change, our permit requirements could become more stringent and compliance may require material expenditures at our facilities, impose significant operational restraints, or require new or additional financial assurance related to our operations. Regarding any permit that has been issued, it remains subject to renewal, modification, suspension or revocation by the agency with jurisdiction.

 

Various laws impose clean-up or remediation liability on responsible parties, which are discussed in more detail below. Substances subject to clean-up liability have been or may have been disposed of or released on or under certain of our facility sites. At some of our facilities, we have conducted and continue to conduct monitoring or remediation of known soil and groundwater contamination and, as required, we will continue to perform such work. It is possible that monitoring or remediation could be required in the future at other facilities we own or operate or previously owned or operated. These monitoring and remediation efforts are usually overseen by environmental regulatory agencies. Further, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury or property damage allegedly caused by the release of regulated substances into the environment. In addition, from time to time, our intermodal services business undertakes the transport of hazardous materials. This transportation function is also regulated by various federal, state, provincial and potentially local agencies.

 

A number of major statutes and regulations apply to our operations, which are generally enforced by regulatory agencies. Typically, in the United States, federal statutes establish the general regulatory requirements governing our operations, but in many instances these programs are delegated to the states, which have independent and sometimes more strict regulation. In Canada, it is typically provincial statutes that establish the primary regulatory requirements governing our waste operations. Federal statutes in Canada govern certain aspects of waste management, including international and interprovincial transport of certain kinds of waste. Certain of these statutes in the United States and Canada contain provisions that authorize, under certain circumstances, lawsuits by private citizens to enforce certain statutory provisions. In addition to penalties, some of these statutes authorize an award of attorneys’ fees to parties that successfully bring such an action. Enforcement actions for a violation of these statutes or for a violation of or failure to have a permit, which is required by certain of these statutes, may include administrative, civil and criminal/regulatory penalties, as well as injunctive relief in some instances. In our ordinary course of business, we incur significant costs complying with these regulations and applicable standards.

 

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A brief description of certain of the primary statutes affecting our operations is discussed below.

 

Laws and Regulations

 

A. Waste and Hazardous Substances

 

1. The Resource Conservation and Recovery Act of 1976, or RCRA

 

In the United States, RCRA regulates the generation, treatment, storage, handling, transportation and disposal of hazardous and non-hazardous waste and requires states to develop programs to ensure the safe disposal of solid waste. Regulations promulgated under RCRA impose broad requirements on the waste management industry. In October 1991, the EPA adopted what are known as the Subtitle D Regulations, which govern solid non-hazardous waste landfills. The Subtitle D Regulations establish, among other things, location restrictions, minimum facility design and performance standards, operating criteria, closure and post-closure requirements, financial assurance requirements, groundwater monitoring requirements, groundwater remediation standards and corrective action requirements. These and other applicable requirements, including permitting, are typically implemented by the states, but in some instances, states have enacted more stringent requirements.

 

Regarding the management and disposal of E&P waste, although E&P wastes may contain hazardous constituents, most E&P waste is exempt from stringent RCRA regulation as a hazardous waste. We are required to obtain permits for the land treatment and disposal of E&P waste as part of our operations. The construction, operation and closure of E&P waste land treatment and disposal operations are generally regulated at the state level. These regulations vary widely from state to state. None of our oilfield waste recycling, treatment and disposal facilities are currently permitted to accept hazardous wastes for disposal. Some wastes handled by us that currently are exempt from regulation as hazardous wastes may in the future be designated as “hazardous wastes” under RCRA or other applicable statutes if changes in laws or regulations were to occur. If the RCRA E&P waste exemption is repealed or modified, we could become subject to more rigorous and costly operating and disposal requirements.

 

A breach of laws or regulations governing facilities we operate may result in suspension or revocation of necessary permits, civil liability, and imposition of fines and penalties. Moreover, if we experience a delay in obtaining, are unable to obtain, or suffer the revocation of required permits, we may be unable to serve our customers, our operations may be interrupted and our growth and revenue may be limited.

 

RCRA also regulates underground storage of petroleum and other materials it defines as “regulated substances.” RCRA requires registration, compliance with technical standards for tanks, release detection and reporting and corrective action, among other things. Certain of our facilities and operations are subject to these requirements, which are typically implemented at the state level and may be more stringent in certain states.

 

2. The Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA

 

CERCLA, which is also known as the “Superfund” law, established a program in the United States allowing federal authorities to provide for the investigation and clean up of facilities where, or from which, a release of any hazardous substance into the environment has occurred or is threatened. CERCLA defines “hazardous substances” broadly. One of the primary ways that CERCLA addresses a release or threatened release of hazardous substances is by imposing strict, joint and several liability for clean up on its broad categories of responsible parties. This means that responsible parties can bear liability without fault and that each responsible party potentially could bear liability for the entirety of clean-up costs, notwithstanding its individual contribution. Generally, responsible parties are current owners and operators of the contaminated site; former owners and operators of the site at the time when the hazardous substances were disposed; any person who arranged for treatment or disposal of the hazardous substances; and transporters who selected the disposal site. In addition to CERCLA’s liability framework, the EPA may issue orders directing responsible parties to respond to releases of hazardous substances. Further, the EPA and private parties, who have response liability to the EPA or who have incurred response costs, can bring suit against other responsible parties to seek to recover certain costs incurred in their response efforts. CERCLA also imposes liability for the cost of evaluating and remedying damage to natural resources. Various states have enacted laws analogous to and independent of CERCLA that also impose liability, which is typically strict and joint and several, for investigation, clean-up and other damages associated with the release of hazardous or other regulated substances. We may handle hazardous substances within the meaning of CERCLA, or hazardous and other substances regulated under similar state statutes, in the course of our ordinary operations. As a result, we may be jointly and severally liable under CERCLA or similar states statutes for all or part of the costs required to clean up sites if and where these hazardous substances have been released into the environment. CERCLA and these analogous state laws and regulations may also expose us to liability for acts or conditions that were in compliance with applicable laws at a prior time. Under certain circumstances, our sales of residual crude oil collected as part of the saltwater injection process could result in liability to us if the residual crude contains hazardous substances or is covered by one of the state statutes and the entity to which the oil was transferred fails to manage and, as necessary, dispose of it or components thereof in accordance with applicable laws.

 

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3. Canadian Waste Legislation

 

The primary waste laws regulating our business in Canada are imposed by the provinces. These include provincial laws that regulate waste management, including requirements to obtain permits and approvals, and regulations with respect to the operation of transfer stations and landfilling sites. Each provincial jurisdiction in Canada will have its own regulatory regime; however, the key requirements under these regimes are similar across Canada. For example, the Environmental Protection Act, or the EP Act, in Ontario and its underlying regulations regulate the generation, treatment, storage, handling, transportation and disposal of wastes in Ontario, among other things. The EP Act requires an approval or, in some cases, a registration, for the establishment, operation or alteration of a waste management system (which includes all facilities or equipment used in connection with waste) or a waste disposal site. The specific terms and conditions of an approval may impose emission limits, monitoring and reporting requirements, siting and operating criteria, financial assurance or insurance and decommissioning requirements. Certain landfilling sites are subject to more stringent regulatory requirements that can include detailed prescribed design standards, leachate collection systems, landfill gas management or collection systems and/or site closure plans including post-closure care requirements. The federal Canadian Environmental Protection Act, 1999 imposes requirements with respect to the interprovincial and international movement of hazardous wastes and hazardous recyclable material, which can affect the movement of wastes and recyclables to our Canadian facilities. The expansion or establishment of certain waste management projects, including waste treatment and landfilling sites, may also be subject to provincial or federal environmental assessment requirements.

 

A breach of laws or regulations governing our operations may result in suspension or revocation of necessary approvals and imposition of fines and penalties. Moreover, if we experience a delay in obtaining, are unable to obtain, or suffer the revocation of required approvals, we may be unable to serve our customers, our operations may be interrupted, and our growth and revenue may be limited.

 

4. Canadian Contaminated Sites Legislation

 

There are provincial and federal laws in Canada that regulate spills and releases of substances into the environment and require the remediation of contaminated sites. Clean up of contaminated sites in connection with our business is primarily regulated by provincial environmental laws. Each province will have its own regulatory regime; however, the key requirements under these regimes are similar across Canada. For example, the EP Act in Ontario authorizes the agency to issue orders to responsible persons to undertake remedial or other corrective actions to investigate, monitor and remediate the discharge or presence of contaminants in the environment. These orders can generally be issued on a joint and several liability basis to persons who caused or permitted the discharge of a contaminant, persons who owned the discharged substance, as well as current and past owners of lands or the source of the contamination and persons who have or have had charge, management or control over lands or the source of the contamination. The costs to comply with an order can be very substantial. Some provincial jurisdictions provide a statutory right to compensation from the owner or person in control of a substance that is discharged into the environment to any person who suffers loss as a result. The federal government has also enacted laws that regulate the release of certain substances into the environment. We handle many contaminants and pollutants in the course of our ordinary operations and, as a result, may be liable under provincial and federal statutes for all or part of required clean-up costs if substances have been released into the environment. Under such laws, we could be required to remove previously disposed substances and wastes (including substances disposed of or released by prior owners or operators) or remediate contaminated property (including soil and groundwater contamination, whether from prior owners or operators or other historic activities or spills).

 

B. Wastewater/Stormwater Discharge

 

1. The Federal Water Pollution Control Act of 1972, or the Clean Water Act

 

The Clean Water Act regulates the discharge of pollutants from a variety of sources, including, without limitation, solid waste disposal sites, transfer stations and oilfield waste facilities into Waters of the United States, or WOTUS, including surface and potentially ground waters. Under the Clean Water Act, sites or facilities that discharge pollutants to waters of the United States must have a permit authorizing that discharge. If run-off or other contaminants from our owned or operated transfer stations or oilfield waste facilities, or run-off, collected leachate or other contaminants from our owned or operated landfills or other facilities is discharged into streams, rivers or other regulated waters, the Clean Water Act would require a discharge permit, typically containing requirements to conduct monitoring and, under certain circumstances, to treat and reduce the quantity of pollutants in such discharge. Further, if a landfill or other facility discharges wastewater through a treatment works, it may be required to comply with additional permitting and other specific requirements. Also, virtually all landfills are required to comply with the EPA’s storm water regulations, which are designed to prevent the introduction of contaminated storm water run-off into United States’ waters.

 

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At this time, the ultimate regulatory test for defining WOTUS is unclear, and the determination therefor will be based upon the outcome of regulatory promulgations and associated litigation which are currently pending. The manner in which WOTUS is defined could affect our operations by potentially increasing or modifying regulatory requirements governing our discharges. In 2015, the Clean Water Rule was promulgated, which would expand federal control over many U.S. water resources by broadening the definition of WOTUS, thereby potentially classifying a larger range of water resource types as jurisdictional under the Clean Water Act. Since promulgation of the 2015 Clean Water Rule, the EPA and the Army Corps of Engineers, or the Corps, have sought to rescind it and to promulgate a revised definition of WOTUS that would establish federal jurisdiction more narrowly, thereby reducing the scope of Clean Water Act applicability. To that end, on December 11, 2018, the EPA and the Corps proposed a rule to redefine WOTUS (the “2018 Proposed WOTUS Rule”). At this time, due to a patchwork of court rulings, the 2015 Clean Water Rule is effective in some states, while the agencies’ decision to delay implementation of the rule is effective in other states. If finalized, the 2018 Proposed WOTUS Rule would apply nationwide, replacing the national patchwork of WOTUS applicability. Additionally, if finalized, it is possible that the 2018 Proposed WOTUS Rule will be challenged. The scope of the WOTUS definition will likely remain fluid until a final regulatory determination is made and subsequent litigation, if any, is finalized. In the interim, our costs to comply with the Clean Water Act may increase as we seek to operate under various regulatory determinations.

 

Additionally, the Clean Water Act’s spill prevention, control and countermeasure requirements require appropriate containment berms and similar structures to help contain and prevent the contamination of regulated waters in the event of a hydrocarbon storage tank release. The Clean Water Act also contains provisions which can prohibit or require permitting before development or expansion of a landfill may occur in areas designated as wetlands. Various states in which we operate or may operate in the future have been delegated authority to implement the Clean Water Act and its permitting requirements, and some of these states have adopted regulations that are more stringent than federal Clean Water Act requirements.

 

2. Safe Drinking Water Act, or SDWA

 

Our United States E&P underground injection operations are subject to the SDWA, as well as analogous state laws and regulations. Under the SDWA, the EPA established the underground injection control, or UIC, program, which includes requirements for permitting, testing, monitoring, record keeping and reporting of injection well activities, as well as a prohibition against the migration of fluid containing any contaminant into underground sources of drinking water. Certain state regulations require us to obtain permits from the applicable regulatory agencies to operate our underground injection wells. Leakage from the subsurface portions of the injection wells could cause degradation of fresh groundwater resources, potentially resulting in suspension of our UIC permit, fines and penalties, the incurrence of expenditures for remediation of the affected resource and potential liability to third parties for property damages. In July 2018, the EPA partnered with New Mexico to assess alternatives to immediate disposal of E&P wastewater by reusing it and/or treating it for reintroduction into the hydrologic cycle, as well as potential regulations related thereto. If regulations requiring reuse or treatment are developed and implemented on a broad scale, it may increase our compliance costs or reduce the volume of E&P wastes that may be disposed of via underground injection.

 

3. Canadian Water Protection Legislation

 

There is legislation in Canada at both the federal and provincial levels that protects water quality and regulates the discharge of substances into the aquatic environment. Federal water pollution control authority is derived primarily from the Fisheries Act, which contains provisions for the protection of water quality and fish habitat. This includes a general prohibition on the deposit of any deleterious substances into water that is frequented by fish, unless otherwise authorized. There is legislation in each provincial jurisdiction that also protects water sources and regulates water pollution, and generally requires an approval or permit for a discharge of any effluent, including in some cases stormwater, into a water body. For example, in Ontario, the Ontario Water Resources Act, or OWRA, prohibits the discharge of material of any kind into any water that may impair the quality of the water. The OWRA requires that an approval be obtained for the use and operation of certain sewage and stormwater works. Such approvals typically contain monitoring requirements and impose restrictions on effluent characteristics. Other provinces in Canada have similar regimes for the protection of water. If run-off or other contaminants from our landfills, transfer stations or other waste facilities is discharged or migrates into waters and causes impairment, we could face significant liability under provincial and federal laws.

 

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C. Air Emissions

 

1. The Clean Air Act, or CAA

 

In the United States, the CAA generally regulates the emissions of air pollutants from a variety of sources, including certain landfills and oilfield waste facilities, based on factors such as the date of the construction and tons per year of emissions of regulated pollutants. Typically, federal requirements are delegated to the states and implemented at the state level. The CAA and analogous state laws require permits for and impose other restrictions on facilities and equipment that have the potential to emit pollutants into the atmosphere. Under the CAA, a source deemed to be a major source generally must be authorized by a permit. In those situations where major source permitting is not required, typically state laws and rules will require permitting as a type of minor source. Larger landfills and landfills located in areas where the ambient air does not meet certain air quality standards called for by the CAA may be subject to even more extensive air pollution controls and emissions limitations. In addition to the potential CAA permitting of landfill facilities, CAA permitting may be required for the construction of gas collection and flaring systems, composting and other operations. In some instances, federal operating permits may be required depending on the nature and volume of air emissions.

 

In addition to permitting, the CAA imposes other regulatory obligations, including, in some instances, performance standards on operations and equipment. The EPA has issued what are known as new source performance standards, or NSPS, and emissions guidelines, which impose requirements regarding control of landfill gases from new and existing large landfills. The EPA has also issued regulations imposing maximum achievable control technology, or MACT, on large MSW landfills. The MACT standards impose limits on landfill emissions and often require installation of landfill gas collection system tanks. Additional or more stringent regulations of our facilities may occur in the future, which could increase operating costs or impose additional compliance burdens. On August 29, 2016, the EPA issued “Subpart XXX” that applies to MSW landfills constructed, modified or reconstructed after July 17, 2014. Subpart XXX reduces the non-methane organic compounds, or NMOC, emissions threshold at which MSW landfills must install emission controls, requires monitoring surface emissions of methane, monitoring of temperature and pressure at the well head of landfill gas collection systems and imposes other requirements. Further, the EPA promulgated “Guidelines” on August 29, 2016, known as Subpart Cf, which require states to implement similar requirements on existing landfills that are not subject to NSPS Subpart XXX. Subpart Cf updates existing Emission Guidelines and Compliance Times for existing MSW landfills. The Subpart Cf Guidelines apply to landfills that accepted waste after November 8, 1987 and commenced construction or modification on or before July 17, 2014. Subpart XXX and Subpart Cf are intended to result in the reduction of landfill gas emissions, including methane, by lowering the thresholds where an MSW landfill must install a gas collection and control system. Subpart Cf will ultimately affect existing sources that are not affected by Subpart XXX. In October 2018, the EPA proposed a rule to delay implementation of the Guidelines, and has indicated that it is reconsidering certain portions thereof. Regardless of whether or how EPA will implement and/or amend Subpart XXX and Subpart Cf, compliance with these regulatory requirements could result in significant additional compliance costs, which we will incur in our ordinary course of business. In addition, state air regulatory requirements may impose additional restrictions beyond federal requirements, which could also result in compliance costs. For example, some state air programs uniquely regulate odor and the emission of certain specific toxic air pollutants.

 

The EPA recently modified, or is in the process of modifying, other standards promulgated under the CAA in a manner which could increase our compliance costs. For example, the EPA has recently modified or discussed modifying national ambient air quality standards applicable to particulate matter, carbon monoxide and oxides of sulfur and nitrogen, ozone and other standards to make them more stringent. It is possible these additional regulations could result in additional capital or operating expenditures. We do not believe, however, they will have a material adverse effect on our business as a whole. Further, our customers’ operations may be subject to existing and future CAA permitting and regulatory requirements that could have a material effect on their operations, which could have an adverse effect on our business.

 

2. Canadian Air Quality Legislation

 

In Canada, the primary laws regulating air emissions from our operations come from provincial laws. Provincial laws may require approvals for air emissions and may impose other restrictions on facilities and equipment that have the potential to emit pollutants into the atmosphere. Provincial laws may require the construction of landfill gas management systems, including gas collection and flaring systems, which are subject to approvals or other regulatory requirements. Failure to obtain an approval or comply with approval requirements could result in the imposition of substantial administrative or regulatory penalties.

 

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D. Occupational Health and Safety

 

1. The Occupational Safety and Health Act of 1970, or the OSH Act

 

In the United States, the OSH Act is administered by the Occupational Safety and Health Administration, or OSHA, and many state agencies whose programs have been approved by OSHA. The OSH Act establishes employer responsibilities for worker health and safety, including the obligation to maintain a workplace free of recognized hazards likely to cause death or serious injury, comply with adopted worker protection standards, maintain certain records, provide workers with required disclosures, and implement certain health and safety training programs. Various OSHA standards may apply to our operations, including standards concerning notices of hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials and worker training and emergency response programs. Moreover, the Department of Transportation, OSHA, and other agencies regulate and have jurisdiction concerning the transport, movement, and related safety of hazardous and other regulated materials. In some instances, state and local agencies also regulate the safe transport of such materials to the extent not preempted by federal law.

 

2. Canadian Occupational Health and Safety Laws

 

In Canada, each province establishes and administers a provincial occupational health and safety regime. Similar to the United States, these regimes generally identify the rights and responsibilities of employers, supervisors and workers. Employers are required to implement all prescribed safety requirements and to exercise reasonable care to protect employees from workplace hazards, among other things. Various occupational health and safety standards may apply to our Canadian operations, including requirements relating to communication of and exposure to hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials and worker training and emergency response programs. In addition to the provincial departments of transportation, Transport Canada has jurisdiction to regulate the transportation of dangerous goods, which can include wastes.

 

E. Additional Regulatory Considerations

 

We also review regulatory developments that may affect our business, including, among others, those described below.

 

1. State, Provincial and Local Regulation

 

In addition to the federal statutes regulating our operations, each state where we operate or may operate in the future has laws and regulations governing the management, generation, storage, treatment, handling, transportation, and disposal of solid waste, E&P waste, occupational safety and health, water and air pollution and, in most cases, the siting, design, operation, maintenance, corrective action, closure and post-closure maintenance of landfills and transfer stations. Further, many municipalities have enacted or could enact ordinances, local laws and regulations affecting our operations, including zoning and health measures that limit solid waste management activities to specified sites or activities. Other jurisdictions have enacted “fitness” rules focusing on companywide and overall corporate compliance history in making permitting decisions. In addition, certain jurisdictions have enacted flow control provisions that direct or restrict the delivery of solid wastes to specific facilities, laws that grant the right to establish franchises for collection services and bidding for such franchises and bans or other restrictions on the movement of solid wastes into a municipality. Specific state and local permits for our operations may be required and may be subject to periodic renewal, modification or revocation by the issuing agencies. There has also been an increasing trend at the state, provincial and local levels to mandate and encourage waste reduction at the source and recycling, and to prohibit or restrict landfill disposal of certain types of solid wastes, such as food waste, yard waste, leaves, tires, electronic equipment waste, painted wood and other construction and demolition debris. The enactment of laws or regulations reducing the volume and types of wastes available for transport to and disposal in landfills could prevent us from operating our facilities at their full capacity.

 

2. Hydraulic Fracturing Regulation

 

We do not conduct hydraulic fracturing operations, but we do provide treatment, recovery and disposal services for the fluids used and wastes generated by our customers in such operations. Recently, there has been increased public concern regarding the alleged potential for hydraulic fracturing to adversely affect drinking water supplies, and proposals have been made to enact separate federal, state or local legislation that would increase the regulatory burden imposed on hydraulic fracturing. Laws and regulations have been proposed and/or adopted at the federal, state and local levels that would regulate, restrict or prohibit hydraulic fracturing operations or require the reporting and public disclosure of chemicals used in the hydraulic fracturing process. Certain states and localities have placed moratoria or bans on hydraulic fracturing or the disposal of waste therefrom, or have considered the same.

 

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In June 2016, the EPA promulgated a rule prohibiting discharges of wastewater pollutants from onshore unconventional oil and gas extraction facilities to publicly-owned treatment works, or POTWs. Further, the EPA promulgated regulations known as Reg. OOOO and Reg. OOOOa, which, among other things, require control of methane and VOC emissions related to certain well completions and certain tankage and equipment. Certain provisions of Reg. OOOOa are currently the subject of litigation. In June 2017, the EPA proposed a two-year stay of portions of the rules and in October 2018, the EPA proposed revisions to Reg. OOOOa. Regardless of the stay and potential regulatory revisions, it is possible that these rules will continue to require oil and gas operators to expend material sums, which may reduce our customers’ E&P activities and could have an adverse impact on our business. Additionally, several states have adopted or proposed laws and regulations analogous to the federal rules that would remain in effect regardless of the outcome of any federal stay or litigation. Further, several states in which we conduct business require oil and natural gas operators to disclose information concerning their operations, which could result in increased public scrutiny.

 

The EPA has contemplated additional rule making. In May 2014, the EPA issued an Advanced Notice of Proposed Rulemaking, or ANPR, under the Toxic Substances Control Act, or TSCA, seeking comment on whether and how the EPA should regulate the reporting or disclosure of the use of hydraulic fracturing chemical substances and mixtures and their constituents. Several states have already implemented such requirements. Additionally, in December 2016, the EPA released a study on the environmental impacts of hydraulic fracturing on drinking water. In that study, the EPA found evidence that hydraulic fracturing activity can impact drinking water resources under some circumstances, but data gaps limited the EPA’s ability to fully assess the matter. The EPA also published in May 2018 a detailed study of centralized waste treatment, or CWT, facilities accepting oil and gas extraction wastewater. The study assessed the regulatory status of CWTs, characteristics of wastewaters discharged from them, available treatment technologies and associated costs. The impact of rules that the EPA is contemplating, has proposed or has recently promulgated will be uncertain until the rules are finalized and fully implemented.

 

If the EPA’s newly promulgated or proposed rules, or other new federal, state or local laws, regulations or policies restricting hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly for our customers to perform hydraulic fracturing. Any such regulations limiting, prohibiting or imposing operational requirements on hydraulic fracturing could reduce oil and natural gas E&P activities by our customers and, therefore, adversely affect our business. Such laws or regulations could also materially increase our costs of compliance.

 

3. Disposal of Drilling Fluids

 

Certain of our facilities accept drilling fluids and other E&P wastes for disposal via underground injection. The disposal of drilling fluids is generally regulated at the state level, and claims, including some regulatory actions, have been brought against some owners or operators of these types of facilities for nuisance, seismic disturbances and other claims in relation to the operation of underground injection facilities. To date, our facilities have not been subject to any such litigation, but could be in the future.

 

4. Climate Change Laws and Regulations

 

Generally, the promulgation of climate change laws or regulations restricting or regulating greenhouse gas, or GHG, emissions could increase our costs to operate. The EPA’s current and proposed regulation of GHG emissions may adversely impact our operations. In 2009, the EPA made an endangerment finding allowing GHGs to be regulated under the CAA. The CAA requires stationary sources of air pollution to obtain New Source Review, or NSR, permits prior to construction and, in some cases, Title V operating permits. Pursuant to the EPA’s rulemakings and interpretations, certain Title V and NSR Prevention of Significant Deterioration, or PSD, permits issued on or after January 2, 2011, must address GHG emissions. As a result, new or modified emissions sources may be required to install Best Available Control Technology to limit GHG emissions. The EPA’s recently adopted Subpart XXX also requires the reduction of GHG emissions from new or modified landfills, and the Guidelines, known as Subpart Cf, published by the EPA in August 2016, will require the reduction of GHG emissions from existing landfills, although the EPA has delayed implementation of, and is reconsidering portions of, these regulations, as detailed above. In addition, the EPA’s Mandatory Greenhouse Gas Reporting Rule sets monitoring, recordkeeping and reporting requirements applicable to certain landfills and other entities.

 

In June 2018, the Canadian federal government enacted the Greenhouse Gas Pollution Pricing Act, which establishes a national carbon-pricing regime for the beginning of 2019 for provinces and territories in Canada where there is no provincial system in place already or where the provincial system does not meet the federal benchmark. Often referred to as the federal backstop, the new federal carbon-pricing regime consists of a carbon levy that will be applied to fossil fuels and an output-based pricing system (“OBPS”) that will be applied to certain industrial facilities with reported emissions of 50,000 tonnes of carbon dioxide equivalent (“CO2e”) or more per year. The carbon levy will apply to prescribed liquid, gaseous, and solid fuels at a rate that is equivalent to $10 per tonne of CO2e in 2018, increasing annually, until it reaches $50 per tonne of CO2e by 2022.

 

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Certain states and several Canadian provinces have promulgated legislation and regulations to limit GHG emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures. Comprehensive GHG legislation or regulation, including carbon pricing, will affect not only our business, but also that of our customers.

 

Heightened regulation of our customers’ operations could also adversely affect our business. The regulation of GHG emissions from oil and gas E&P operations may increase the costs to our customers of developing and producing hydrocarbons and, as a result, may have an indirect and adverse effect on the amount of E&P waste delivered to our facilities. On June 3, 2016, the EPA promulgated NSPS Subpart OOOOa, which in conjunction with NSPS Subpart OOOO sets methane and VOC requirements for certain new and modified sources, including hydraulically fractured oil wells, certain tankage and equipment. Although the EPA has delayed implementation of, and is reconsidering portions of, these regulations, they will continue to require, in some instances, additional emissions controls and increased capital costs for our customers, which could reduce their E&P activities, and subsequently negatively impact our business operations. As discussed above, certain states have enacted rules analogous to the federal rules.

 

These statutes and regulations increase our costs and our customers’ costs, and future climate change statutes and regulations may have an impact as well. If we are unable to pass such higher costs through to our customers, or if our customers’ costs of developing and producing hydrocarbons increase, our business, financial condition and operating results could be adversely affected. The impact of any potential rules affecting existing sources is uncertain.

 

5. Flow Control/Interstate Waste Restrictions

 

Certain permits and state and local regulations, known as flow control restrictions, may limit a landfill’s or transfer station’s ability to accept waste that originates from specified geographic areas, to import out-of-state waste or wastes originating outside the local jurisdictions or to otherwise accept non-local waste. While certain courts have deemed these laws to be unenforceable, other courts have not. Certain state and local jurisdictions may seek to enforce flow control restrictions contractually. These actions could limit or prohibit the importation of wastes originating outside of local jurisdictions or direct that wastes be handled at specified facilities. These restrictions could limit the volume of wastes we can manage in jurisdictions at issue and also result in higher disposal costs for our collection operations. If we are unable to pass such higher costs through to our customers, our business, financial condition and operating results could be adversely affected. Additionally, certain local jurisdictions have sought or may seek to impose extraterritorial obligations on our operations in an effort to affect flow control and may enforce tax and fee arrangements on behalf of such jurisdictions.

 

F. Renewable and Low Carbon Fuel Standards

 

Pursuant to the Energy Independence and Security Act of 2007, the EPA promulgated the Renewable Fuel Standards, or RFS, which require refiners to either blend “renewable fuels,” such as ethanol and biodiesel, into their transportation fuels or to purchase renewable fuel credits, known as renewable identification numbers, or RINs, in lieu of blending. In some cases, landfill gas generated at our landfills in the United States qualifies as a renewable fuel for which RINs are available. Such RINs can be sold by the Company. The price of RINs has been extremely volatile and the value of RINs is dependent upon a variety of factors. The EPA annually establishes the renewable fuel volumes required under the RFS for the following year. Reductions or limitations on the requirement to blend renewable fuel would likely reduce the volume of RINs purchased to meet the RFS blending requirements. Further, there have been proposals to revise, and in some instances limit, the RFS program in the United States. For example, bills introduced in the House of Representatives included the Restoring Our Commitment to Renewable Fuels Act of 2018 (September 2018), which sought to reallocate renewable fuel obligations, and the Renewable Fuel Standard Elimination Act (March 2017), which would repeal the renewable fuel program. Various parties have also sought for the executive branch to revise the RFS. In March 2018, legislators and stakeholders met with President Donald Trump to propose RFS reforms, which in some instances would have eliminated RFS. Similarly, during an April 2018 hearing before the House Energy and Commerce Subcommittee, then-EPA Administrator Scott Pruitt expressed interest on behalf of the EPA in working with Congress to reform the RFS. Limiting or eliminating the RFS could have the effect of reducing or eliminating the volume of RINs required to meet blending requirements, which could adversely affect the demand for RINS and accordingly the revenue stream we have historically derived from the sale of RINs.

 

In Canada, the Renewable Fuels Regulations under the Canadian Environmental Protection Act, 1999 require producers and importers of gasoline, diesel fuel and heating distillate to acquire a certain number of renewable fuel compliance units, or Compliance Units, in connection with the volumes of fuel they produce or import. Compliance Units can be generated in a number of ways, including through the blending of renewable fuel into liquid petroleum fuels. In some cases, landfill gas generated at our landfills in Canada qualifies as a renewable fuel that can be sold by our Company to blenders or refiners for the purpose of creating Compliance Units. Certain provincial jurisdictions in Canada also impose obligations to incorporate renewable fuels into fuels that are distributed within the jurisdiction. The price for our renewable fuel in Canada is dependent on a variety of factors, including demand. The Canadian federal government released details on a proposed new clean fuel regulatory framework at the end of 2017 called the “Clean Fuel Standard”. The proposed framework would impose lifecycle carbon intensity requirements on certain liquid, gaseous and solid fuels that are used in transportation, industry and buildings, and establish rules relating to the trading of compliance credits. The carbon intensity requirements would become more stringent over time. Carbon intensity would be differentiated between different types of renewable fuels to reflect the associated emissions reduction potential. Regulated parties, which may include fuel producers and importers, would have some flexibility with respect to how to achieve lower carbon fuels in Canada. The Canadian federal government has indicated that over time, the new Clean Fuel Standard would replace the current Renewable Fuels Regulations. Since January 2017, the Canadian federal government has been conducting public consultation on the proposed framework with final regulations anticipated in 2020 and 2021. At this time, we do not know how a new clean fuel regulatory framework in Canada could impact demand for our renewable fuel.

 

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A significant reduction in the value of RINs in the United States or the price paid for our renewable fuel in Canada could adversely impact our reported results.

 

G. Regulation of Naturally Occurring Radioactive Metals, or NORM

 

Certain states have enacted laws and regulations regulating NORM. In the course of our E&P waste operations, some of our equipment involved in E&P waste management and disposal may be exposed to naturally occurring radiation associated with oil and gas deposits. Further, certain E&P wastes we handle could be NORM contaminated. NORM wastes exhibiting levels of naturally occurring radiation exceeding established state standards are typically subject to special handling and disposal requirements, and any storage vessels, piping, equipment and work area affected by NORM waste may be subject to remediation or restoration requirements. It is possible that we may incur significant costs or liabilities associated with inadvertently handling NORM contaminated waste or equipment that becomes NORM contaminated based on exposure or contact with elevated levels of NORM.

 

H. Extended Producer Responsibility, or EPR, Regulations

 

EPR regulations place responsibility on product manufacturers or suppliers to assume certain waste management or recycling responsibility for their products after such products’ useful life or otherwise impose obligations on product manufacturers or suppliers to reduce the volume of waste associated with their products.

 

EPR regulations have yet to be promulgated at the federal level in the United States, but have been promulgated or considered in state and local jurisdictions in the United States. EPR regulations could have an adverse effect on our business if enacted at the federal level or if widely enacted by state or local governments.

 

Numerous provincial jurisdictions in Canada have promulgated EPR and related waste diversion legislation and other programs that mandate or encourage recycling and waste reduction and restrict the landfill disposal of certain types of waste. The enactment of new and more stringent regulations reducing the types or volumes of wastes available for disposal in landfills could impact our future operations.

 

I. State Public Utility Regulation

 

In some states, public authorities regulate the rates that landfill operators may charge. The adoption of rate regulation or the reduction of current rates in states in which we own or operate landfills could adversely affect our business, financial condition and operating results.

 

RISK MANAGEMENT, INSURANCE AND FINANCIAL SURETY BONDS

 

Risk Management

 

We maintain environmental and other risk management programs that we believe are appropriate for our business.  Our environmental risk management program includes evaluating existing facilities and potential acquisitions for environmental law compliance.  We do not presently expect environmental compliance costs to increase materially above current levels, but we cannot predict whether future acquisitions will cause such costs to increase.  We also maintain a worker safety program that encourages safe practices in the workplace.  Operating practices at our operations emphasize minimizing the possibility of environmental contamination and litigation.  Our facilities comply in all material respects with applicable federal, state and provincial regulations. 

 

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Insurance 

 

We maintain an insurance program for automobile liability, general liability, employer’s liability claims, environmental liability, cyber liability, employment practices liability and directors’ and officers’ liability as well as for employee group health insurance, property and workers’ compensation.  Our loss exposure for insurance claims is generally limited to per incident deductibles or self-insured retentions.  Losses in excess of deductible or self-insured retention levels are insured subject to policy limits. 

 

Under our current company-wide insurance program, we carry per incident deductibles or self-insured retentions ranging from $100,000 to $1 million for cyber liability and directors’ and officers’ liability claims.  Additionally, we have umbrella policies with insurance companies for automobile liability, general liability and employer’s liability.  Our property insurance limits are in accordance with the replacement values of the insured property.  From time to time, actions filed against us include claims for punitive damages, which are generally excluded from coverage under our liability insurance policies. 

 

Under our current insurance program for our U.S. operations, we carry per incident deductibles or self-insured retentions ranging from $250,000 to $2 million for automobile liability claims, workers’ compensation and employer’s liability claims, general liability claims, employee group health insurance and employment practices liability, environmental liability, and for most property claims, subject to certain additional terms and conditions.  Since workers’ compensation is a statutory coverage limited by the various state jurisdictions, the umbrella coverage is not applicable.  Our environmental protection insurance policy covers all owned or operated landfills, certain transfer stations and other facilities, subject to the policy terms and conditions.  Our policy provides insurance for new pollution conditions that originate after the commencement of our coverage.  Pollution conditions existing prior to the commencement of our coverage, if found, could be excluded from coverage. 

 

Under our current insurance program for our Canadian operations, we carry per incident deductibles or self-insured retentions ranging from $100,000 to $750,000 for automobile liability claims, property claims and environmental liability.  Since workers’ compensation is a provincial coverage limited by the various province jurisdictions, the umbrella coverage is not applicable.  Employees are eligible to receive health coverage under Canada's public health care system and, in addition, most employees of our Canadian operations are eligible to participate in group medical and drug coverage plans sponsored by us.  Our environmental protection insurance policy covers all owned or operated landfills, certain transfer stations and other facilities, subject to the policy terms and conditions.  Our policy provides insurance for new pollution conditions that originate after the commencement of our coverage.  Pollution conditions existing prior to the commencement of our coverage, if found, could be excluded from coverage.

 

Financial Surety Bonds

 

We use financial surety bonds for a variety of corporate guarantees.  The financial surety bonds are primarily used for guaranteeing municipal contract performance and providing financial assurances to meet asset closure and retirement requirements under certain environmental regulations.  In addition to surety bonds, such guarantees and obligations may also be met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits. At December 31, 2018 and 2017, we had provided customers and various regulatory authorities with surety bonds in the aggregate amount of approximately $619.8 million and $609.6 million, respectively, to secure our asset closure and retirement requirements and $357.8 million and $281.5 million, respectively, to secure performance under collection contracts and landfill operating agreements. 

 

We source financial surety bonds from a variety of third-party insurance and surety companies, including a company in which we own a 9.9% interest that, among other activities, issues financial surety bonds to secure landfill final capping, closure and post-closure obligations for companies operating in the solid waste sector. 

 

EMPLOYEES

 

At December 31, 2018, we had 16,356 employees, of which 3,096, or approximately 18.9% of our workforce, were employed under collective bargaining agreements. The majority of our collective bargaining agreements are with the Teamsters Union in both the U.S. and Canada.  These collective bargaining agreements are renegotiated periodically.  We have 30 collective bargaining agreements covering 1,571 employees that have expired or are set to expire during 2019.  We do not expect any significant disruption in our overall business in 2019 as a result of labor negotiations, employee strikes or organizational efforts by labor unions or their representatives. 

 

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SEASONALITY

 

We expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters and lower in the fourth quarter than in the second and third quarters.  This seasonality reflects (a) the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during winter months in Canada and the U.S., and (b) reduced E&P activity during harsh weather conditions, with expected fluctuation due to such seasonality between our highest and lowest quarters of approximately 12%.  In addition, some of our operating costs may be higher in the winter months.  Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs.  Greater precipitation in the winter increases the weight of collected MSW, resulting in higher disposal costs, which are calculated on a per ton basis. 

 

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EXECUTIVE OFFICERS OF THE REGISTRANT

 

For purposes of this section, references to “WCI” shall mean Old Waste Connections prior to June 1, 2016 and New Waste Connections on and after June 1, 2016. The following table sets forth certain information concerning our executive officers as of February 1, 2019: 

 

NAME   AGE   POSITIONS
Ronald J. Mittelstaedt (1)   55   Chief Executive Officer and Chairman
Worthing F. Jackman   54   President
Darrell W. Chambliss   54   Executive Vice President and Chief Operating Officer
Matthew S. Black   46   Senior Vice President and Chief Tax Officer
David G. Eddie   49   Senior Vice President and Chief Accounting Officer
David M. Hall   61   Senior Vice President – Sales and Marketing
Eric O. Hansen   53   Senior Vice President – Chief Information Officer
James M. Little   57   Senior Vice President – Engineering and Disposal
Patrick J. Shea   48   Senior Vice President, General Counsel and Secretary
Mary Anne Whitney   55   Senior Vice President and Chief Financial Officer
Robert M. Cloninger   46   Vice President, Deputy General Counsel and Assistant Secretary
Keith P. Gordon   55   Vice President – Information Systems
Michelle L. Little   45   Vice President – Accounting
Shawn W. Mandel   52   Vice President – Safety and Risk Management
Susan R. Netherton   49   Vice President – People, Training and Development
Scott I. Schreiber   62   Vice President – Equipment and Operations Support
Gregory Thibodeaux   52   Vice President – Maintenance and Fleet Management
Colin G. Wittke   56   Vice President – Sales
Richard K. Wojahn   61   Vice President – Business Development

 

(1) Member of the Executive Committee of the Board of Directors. 

 

Ronald J. Mittelstaedt has served as Chief Executive Officer and a director of WCI since its formation in 1997, and was elected Chairman in January 1998. Mr. Mittelstaedt also served as President of WCI from its formation through August 2004. Mr. Mittelstaedt has more than 30 years of experience in the solid waste industry. Mr. Mittelstaedt serves as a director of SkyWest, Inc. Mr. Mittelstaedt holds a B.A. degree in Business Economics with a finance emphasis from the University of California at Santa Barbara.

 

Worthing F. Jackman has been President of WCI since July 1, 2018. From September 2004 to that date, Mr. Jackman served as Executive Vice President and Chief Financial Officer of WCI. From April 2003 to September 2004, Mr. Jackman served as Vice President – Finance and Investor Relations of WCI. Mr. Jackman held various investment banking positions with Alex. Brown & Sons, now Deutsche Bank Securities, Inc., from 1991 through 2003, including most recently as a Managing Director within the Global Industrial & Environmental Services Group. In that capacity, he provided capital markets and strategic advisory services to companies in a variety of sectors, including solid waste services. Mr. Jackman serves as a director of Quanta Services, Inc. He holds a B.S. degree in Finance from Syracuse University and an M.B.A. from the Harvard Business School.

 

Darrell W. Chambliss has been Executive Vice President and Chief Operating Officer of WCI since October 2003. From October 1, 1997 to that date, Mr. Chambliss served as Executive Vice President – Operations of WCI. Mr. Chambliss has more than 28 years of experience in the solid waste industry. Mr. Chambliss holds a B.S. degree in Business Administration from the University of Arkansas.

 

Matthew S. Black has been Senior Vice President and Chief Tax Officer of WCI since January 2017. From March 2012 to that date, Mr. Black served as Vice President and Chief Tax Officer of WCI. From December 2006 to March 2012, Mr. Black served as Executive Director of Taxes of WCI. Mr. Black served as Tax Director for The McClatchy Company from April 2001 to November 2006, and served as Tax Manager from December 2000 to March 2001. From January 1994 to November 2000, Mr. Black held various positions, including Tax Manager, for PricewaterhouseCoopers LLP. Mr. Black is a Certified Public Accountant and holds a B.S. degree in Accounting and Master’s degree in Taxation from California State University, Sacramento.

 

David G. Eddie has been Senior Vice President and Chief Accounting Officer of WCI since January 2011. From February 2010 to that date, Mr. Eddie served as Vice President – Chief Accounting Officer of WCI. From March 2004 to February 2010, Mr. Eddie served as Vice President – Corporate Controller of WCI. From April 2003 to February 2004, Mr. Eddie served as Vice President – Public Reporting and Compliance of WCI. From May 2001 to March 2003, Mr. Eddie served as Director of Finance of WCI. Mr. Eddie served as Corporate Controller for International Fibercom, Inc. from April 2000 to May 2001. From September 1999 to April 2000, Mr. Eddie served as WCI’s Manager of Financial Reporting. From September 1994 to September 1999, Mr. Eddie held various positions, including Audit Manager, for PricewaterhouseCoopers LLP. Mr. Eddie is a Certified Public Accountant and holds a B.S. degree in Accounting from California State University, Sacramento.

 

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David M. Hall has been Senior Vice President – Sales and Marketing of WCI since October 2005. From August 1998 to that date, Mr. Hall served as Vice President – Business Development of WCI. Mr. Hall has more than 31 years of experience in the solid waste industry with extensive operating and marketing experience in the Western U.S. Mr. Hall received a B.S. degree in Management and Marketing from Missouri State University.

 

Eric O. Hansen has been Senior Vice President – Chief Information Officer of WCI since February 1, 2019. From July 2004 to that date, Mr. Hansen served as Vice President – Chief Information Officer of WCI. From January 2001 to July 2004, Mr. Hansen served as Vice President – Information Technology of WCI. From April 1998 to December 2000, Mr. Hansen served as Director of Management Information Systems of WCI. Mr. Hansen holds a B.S. degree from Portland State University.

 

James M. Little has been Senior Vice President – Engineering and Disposal of WCI since February 2009. From September 1999 to that date, Mr. Little served as Vice President – Engineering of WCI. Mr. Little held various management positions with Waste Management, Inc. (formerly USA Waste Services, Inc., which acquired Waste Management, Inc. and Chambers Development Co. Inc.) from April 1990 to September 1999, including Regional Environmental Manager and Regional Landfill Manager, and most recently Division Manager in Ohio, where he was responsible for the operations of ten operating companies in the Northern Ohio area. Mr. Little is a certified professional geologist and holds a B.S. degree in Geology from Slippery Rock University.

 

Patrick J. Shea has been Senior Vice President, General Counsel and Secretary of WCI since August 2014. From February 2009 to that date, Mr. Shea served as Vice President, General Counsel and Secretary of WCI. He served as General Counsel and Secretary of WCI from February 2008 to February 2009 and Corporate Counsel of WCI from February 2004 to February 2008. Mr. Shea practiced corporate and securities law with Brobeck, Phleger & Harrison LLP in San Francisco from 1999 to 2003 and Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP) in New York and London from 1995 to 1999. Mr. Shea holds a B.S. degree in Managerial Economics from the University of California at Davis and a J.D. degree from Cornell University.

 

Mary Anne Whitney has been Senior Vice President and Chief Financial Officer of WCI since July 1, 2018. From February 2018 to that date, Ms. Whitney served as Senior Vice President – Finance of WCI. From March 2012 to February 2018, Ms. Whitney served as Vice President – Finance of WCI. From November 2006 to March 2012, Ms. Whitney served as Director of Finance of WCI. Ms. Whitney held various finance positions for Wheelabrator Technologies from 1990 to 2001. Ms. Whitney holds a B.A. degree in Economics from Georgetown University and an M.B.A. in Finance from New York University Stern School of Business.

 

Robert M. Cloninger has been Vice President, Deputy General Counsel and Assistant Secretary of WCI since August 2014. From February 2013 to that date, Mr. Cloninger served as Deputy General Counsel of WCI. He served as Corporate Counsel of WCI from February 2008 to February 2013. Mr. Cloninger practiced corporate, securities and mergers and acquisitions law with Schiff Hardin LLP in Chicago from 1999 to 2004 and Downey Brand LLP in Sacramento from 2004 to 2008. Mr. Cloninger holds a B.A. degree in History from Northwestern University and a J.D. degree from the University of California at Davis.

 

Keith P. Gordon has been Vice President – Information Systems of WCI since January 2017. From September 2010 to that date, Mr. Gordon served as Director of Information Systems of WCI. Prior to joining WCI, he spent 14 years in leadership roles with CableData, DST Innovis and Amdocs, Inc. leading an international software development organization, as well as serving as CTO for a startup company that was acquired by LivingSocial. Mr. Gordon spent 11 years as an Army officer in a number of leadership positions including Company Commander and Battalion staff positions. Mr. Gordon has a B.S. in Mechanical Engineering from United States Military Academy, West Point, and M.S. in Computer Science from Stanford University.

 

Michelle L. Little has been Vice President – Accounting of WCI since January 2017. From December 2007 to that date, Ms. Little served as Director of Accounting of WCI. From 2001 to 2006, Ms. Little held various accounting positions at companies including Apple Computer and Pearson Education. From September 1996 to June 2001, Ms. Little held various positions, including Manager in Transaction Services, for PricewaterhouseCoopers LLP. Ms. Little is a Certified Public Accountant and holds a B.S. degree in Business Administration with a concentration in Accounting from California Polytechnic State University, San Luis Obispo.

 

Shawn W. Mandel has been Vice President – Safety and Risk Management of WCI since January 2017. From May 2011 to that date, Mr. Mandel served as Director of Safety of WCI. From 1995 to 2011, Mr. Mandel held various Safety leadership positions with Republic Services (formerly Browning-Ferris Industries and Allied Waste) including Director of Safety. Mr. Mandel holds a B.A. degree in Business Administration from National University.

 

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Susan R. Netherton has been Vice President – People, Training and Development of WCI since July 2013. From February 2007 to that date, Ms. Netherton served as Director of Human Resources and Employment Manager of WCI. From 1994 to 2007, Ms. Netherton held various human resources positions at Carpenter Technology Corporation, a publicly-traded, specialty metals and materials company. Ms. Netherton holds a B.S. in Elementary Education from Kutztown University and an M.B.A. from St. Mary’s College of California.

 

Scott I. Schreiber has been Vice President – Equipment and Operations Support of WCI since the completion of the Progressive Waste acquisition on June 1, 2016. From February 2009 to that date, Mr. Schreiber served as Vice President – Disposal Operations of WCI. From October 1998 to February 2009, he served as Director of Landfill Operations of WCI. Mr. Schreiber has more than 38 years of experience in the solid waste industry. From September 1993 to September 1998, Mr. Schreiber served as corporate Director of Landfill Development and corporate Director of Environmental Compliance for Allied Waste Industries, Inc. From August 1988 to September 1993, Mr. Schreiber served as Regional Engineer (Continental Region) and corporate Director of Landfill Development for Laidlaw Waste Systems Inc. From June 1979 to August 1988, Mr. Schreiber held several managerial and technical positions in the solid waste and environmental industry. Mr. Schreiber holds a B.S. degree in Chemistry from the University of Wisconsin at Parkside.

 

Gregory Thibodeaux has been Vice President – Maintenance and Fleet Management of WCI since January 2011. From January 2000 to that date, Mr. Thibodeaux served as Director of Maintenance of WCI. Mr. Thibodeaux has more than 32 years of experience in the solid waste industry having held various management positions with Browning Ferris Industries, Sanifill, and USA Waste Services, Inc. Before coming to WCI, Mr. Thibodeaux served as corporate Director of Maintenance for Texas Disposal Systems.

 

Colin G. Wittke has been Vice President – Sales of WCI since the completion of the Progressive Waste acquisition on June 1, 2016. From June 2011 to that date, he served as Vice President, Sales and Marketing of Progressive Waste Solutions Ltd. Prior to that time, Mr. Wittke held various roles with Waste Management, Inc. for 19 years, including the position of Vice President, Sales and Customer Service. He has more than 30 years of experience in the solid waste industry. Mr. Wittke holds a BSc in Finance (cum laude) from Biola University in La Mirada, California.

 

Richard K. Wojahn has been Vice President – Business Development of WCI since February 2009. From September 2005 to that date, Mr. Wojahn served as Director of Business Development of WCI. Mr. Wojahn served as Vice President of Operations for Mountain Jack Environmental Services, Inc. (which was acquired by WCI in September 2005) from January 2004 to September 2005. Mr. Wojahn has more than 37 years of experience in the solid waste industry having held various management positions with Waste Management, Inc. and Allied Waste Industries, Inc. Mr. Wojahn attended Western Illinois University. 

 

AVAILABLE INFORMATION

 

Our corporate website address is http://www.wasteconnections.com. We make our reports on Forms 10-K, 10-Q and 8-K and any amendments to such reports available on our website free of charge as soon as reasonably practicable after we file them with or furnish them to the Securities and Exchange Commission, or SEC, and with the securities commissions or similar regulatory authorities in Canada. The SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The references to our website address, the SEC’s website address and the website maintained by the securities commissions or similar regulatory authorities in Canada do not constitute incorporation by reference of the information contained in those websites and should not be considered part of this document.

 

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ITEM 1A. RISK FACTORS

 

Certain statements contained in this Annual Report on Form 10-K are forward-looking in nature, including statements related to the impact of global economic conditions, including the price of crude oil, on our volume, business and results of operations; our ability to generate internal growth or expand permitted capacity at landfills we own or operate; our ability to grow through acquisitions and our expectations with respect to the impact of acquisitions on our expected revenues and expenses following the integration of such businesses; the competitiveness of our industry and how such competition may affect our operating results; our ability to provide adequate cash to fund our operating activities; our ability to draw from our credit facility or raise additional capital; our ability to generate free cash flow and reduce our leverage; the effects of landfill special waste projects on volume results; the impact that price increases may have on our business and operating results; demand for recyclable commodities and recyclable commodity pricing; the effects of seasonality on our business and results of operations; our ability to obtain additional exclusive arrangements; increasing alternatives to landfill disposal; increases in labor and pension plan costs or the impact that labor union activity may have on our operating results; our expectations with respect to the purchase of fuel and fuel prices; our expectations with respect to capital expenditures; our expectations with respect to the outcomes of our legal proceedings; the impairment of our goodwill; insurance costs; disruptions to or breaches of our information systems and other cybersecurity threats; environmental, health and safety laws and regulations, including changes to the regulation of landfills, solid waste disposal, E&P waste disposal, or hydraulic fracturing; and our ability to continue to integrate successfully the businesses and operations of Progressive Waste following the Progressive Waste acquisition. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of strategy. Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements.  Factors that could cause actual results to differ from those projected include, but are not limited to, those listed below and elsewhere in this Annual Report on Form 10-K.  There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business.  We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change. 

 

Our results are vulnerable to economic conditions

 

Our business and financial results would be harmed by downturns in the global economy, or in the economy of the regions in which we operate as well as other factors affecting those regions, including the price of crude oil.  In an economic slowdown, we experience the negative effects of decreased waste generation, increased competitive pricing pressure, customer turnover, and reductions in customer service requirements, any of which could negatively impact our operating income and cash flows.  Two of our business lines that could see a more immediate impact would be construction and demolition and E&P waste disposal as demand for new construction or energy exploration decreases. In addition, a weaker economy may result in declines in recycled commodity prices. Worsening economic conditions or a prolonged or recurring economic recession could adversely affect our operating results and expected seasonal fluctuations.  Further, we cannot assure you that any improvement in economic conditions after such a downturn will result in an immediate, if at all, positive improvement in our operating results or cash flows.

 

Our industry is highly competitive and includes companies with lower prices, return expectations or other advantages, and governmental service providers, which could adversely affect our ability to compete and our operating results

 

Our industry is highly competitive and requires substantial labor and capital resources.  Some of the markets in which we compete or will seek to compete are served by one or more large, national companies, as well as by regional and local companies of varying sizes and resources, some of which we believe have accumulated substantial goodwill in their markets.  Some of our competitors may also have greater name recognition than we do, or be able to provide or be willing to bid their services at a lower price than we may be willing to offer.  In addition, existing and future competitors may develop or offer services or new technologies, new facilities or other advantages. Our inability to compete effectively could hinder our growth or negatively impact our operating results.  

 

In our solid waste business, we also compete with counties, municipalities and solid waste districts that maintain or could in the future choose to maintain their own waste collection and disposal operations, including through the implementation of flow control ordinances or similar legislation.  These operators may have financial advantages over us because of their access to user fees and similar charges, tax revenues and tax-exempt financing. 

 

In our E&P waste business, we compete for disposal volumes with existing facilities owned by third parties (including those owned by municipalities or quasi-governmental entities), and we face potential competition from new facilities that are currently under development. Increased competition in certain markets may result in lower pricing and decreased volumes at our facilities. In addition, customers in certain markets may decide to use internal disposal methods for the treatment and disposal of their waste.

 

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Competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions

 

We seek to grow through strategic acquisitions in addition to internal growth. Although we have and expect to continue to identify numerous acquisition candidates that we believe may be suitable, we may not be able to acquire them at prices or on terms and conditions favorable to us. 

 

Other companies have adopted or may in the future adopt our strategy of acquiring and consolidating regional and local businesses, and they may be willing to accept terms and conditions or valuations that we deem inappropriate. To the extent that competition increases, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we do not already serve. 

 

We expect that increased consolidation in the solid waste services industry will continue to reduce the number of attractive acquisition candidates.  Moreover, general economic conditions and the environment for attractive investments may affect the desire of the owners of acquisition candidates to sell their companies.  As a result, we may have fewer acquisition opportunities, and those opportunities may be on less attractive terms than in the past, which could cause a reduction in our rate of growth from acquisitions. 

 

Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to do so. While we expect we will be able to fund some of our acquisitions with our existing resources, additional financing to pursue additional acquisitions may be required.  However, particularly if market conditions deteriorate, we may be unable to secure additional financing or any such additional financing may not be available to us on favorable terms, which could have an impact on our flexibility to pursue additional acquisition opportunities.  In addition, disruptions in the capital and credit markets could adversely affect our ability to draw on our credit facility or raise other capital.  Our access to funds under the credit facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments.  Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period.

 

Price increases may not be adequate to offset the impact of increased costs, or may cause us to lose customers .

 

We seek price increases necessary to offset increased costs, to improve operating margins and to obtain adequate returns on our deployed capital.  Contractual, general economic, competitive or market-specific conditions may limit our ability to raise prices.  As a result of these factors, we may be unable to offset increases in costs, improve operating margins and obtain adequate investment returns through price increases.  We may also lose customers to lower-price competitors, and new competitors may enter our markets as we raise prices.

 

We may lose contracts through competitive bidding, early termination or governmental action

 

We derive a significant portion of our revenues from market areas where we have exclusive arrangements, including franchise agreements, municipal contracts and certificates issued by Washington State known as G Certificates.  Many franchise agreements and municipal contracts are for a specified term and are, or will be, subject to competitive bidding in the future.  For example, we have approximately 374 contracts, representing approximately 3.0% of our annual revenues, which are set for expiration or automatic renewal on or before December 31, 2019. Although we intend to bid on existing contracts subject to competitive bidding in the future and additional municipal contracts and franchise agreements, we may not be the successful bidder, or we may need to lower our price in order to retain the contract.  In addition, some of our customers, including municipalities, may terminate their contracts with us before the end of the terms of those contracts.  Similar risks may affect our contracts to operate municipally-owned assets, such as landfills.

 

Governmental action may also affect our exclusive arrangements.  Municipalities may annex unincorporated areas within counties where we provide collection services.  As a result, our customers in annexed areas may be required to obtain services from competitors that have been previously franchised by the annexing municipalities to provide those services.  For example, municipalities in the State of Washington may, by law, annex any unincorporated territory, which could remove such territory from an area covered by a G Certificate issued to us by the Washington Utilities and Transportation Commission, or WUTC.  Such occurrences could subject more of our Washington operations to competitive bidding.  Moreover, legislative action could amend or repeal the laws governing WUTC regulation, which could eliminate or diminish service exclusivity, subjecting more areas to competitive bidding and/or overlapping service.  In addition, municipalities in which we provide services on a competitive basis may elect to franchise those services to other service providers.  Unless we are awarded franchises by these municipalities, we will lose customers.  Municipalities may also decide to provide services to their residents themselves, on an optional or mandatory basis, causing us to lose customers.  If we are not able to replace revenues from contracts lost through competitive bidding or early termination or from the renegotiation of existing contracts with other revenues within a reasonable time, our revenues could decline.

 

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Our financial and operating performance may be affected by the inability to renew landfill operating permits, obtain new landfills and expand existing ones

 

We currently own and/or operate 93 landfills throughout the United States and Canada.  Our ability to meet our financial and operating objectives may depend in part on our ability to acquire, lease, or renew landfill operating permits, expand existing landfills and develop new landfill sites, especially in our E&P waste business.  It has become increasingly difficult and expensive to obtain required permits and approvals to build, operate and expand solid waste management facilities, including landfills and transfer stations.  Although the process generally takes less time, the process of obtaining permits and approvals for E&P landfills has similar uncertainties. Operating permits for landfills in states and provinces where we operate must generally be renewed every five to ten years, although some permits are required to be renewed more frequently.  These operating permits often must be renewed several times during the permitted life of a landfill.  The permit and approval process is often time consuming, requires numerous hearings and compliance with zoning, environmental and other requirements, is frequently challenged by special interest and other groups, and may result in the denial of a permit or renewal, the award of a permit or renewal for a shorter duration than we believed was otherwise required by law, or burdensome terms and conditions being imposed on our operations.  We may not be able to obtain new landfill sites or expand the permitted capacity of our existing landfills when necessary, and may ultimately be required to expense up to the carrying value of the landfill or expansion project, less the recoverable value of the property and other amounts recovered.  Obtaining new landfill sites is important to our expansion into new, non-exclusive solid waste markets and in our E&P waste business.  If we do not believe that we can obtain a landfill site in a non-exclusive market, we may choose not to enter that market.  Expanding existing landfill sites is important in those markets where the remaining lives of our landfills are relatively short.  We may choose to forego acquisitions and internal growth in these markets because increased volumes would further shorten the lives of these landfills.  Any of these circumstances could adversely affect our operating results. 

 

Lower crude oil prices may adversely affect the level of exploration, development and production activity of E&P companies and the demand for our E&P waste services .

 

Lower crude oil prices and the volatility of such prices may affect the level of investment and the amount of linear feet drilled in the basins where we operate, as it may impact the ability of E&P companies to access capital on economically advantageous terms or at all. In addition, E&P companies may elect to decrease investment in basins where the returns on investment are inadequate or uncertain due to lower crude oil prices or volatility in crude oil prices. Such reductions in capital spending would negatively impact E&P waste generation and therefore the demand for our services. Further, we cannot provide assurances that higher crude oil prices will result in increased capital spending and linear feet drilled by our customers in the basins where we operate.

 

Increases in labor costs and limitations on labor availability could impact our financial results .

 

Labor is one of our highest costs and relatively small increases in labor costs per employee could materially affect our cost structure.  We compete with other businesses in our markets for qualified employees and the labor supply is sometimes tight in our markets, which can drive higher turnover and increase the time it takes to fill job openings.  In our E&P waste business, for example, we are exposed to the cyclical variations in demand that are particular to the development and production of oil and natural gas. A shortage of qualified employees in solid waste or E&P would require us to incur additional costs related to wages and benefits, to hire more expensive temporary employees or to contract for services with more expensive third-party vendors. In addition, higher turnover can result in increased costs associated with recruiting and training; it can also impact operating costs, including maintenance and risk.

 

Increases in capital expenditures could impact our financial results .

 

Increases in fleet, equipment and landfill construction costs due to the imposition of tariffs on steel and other items, as well as other cost pressures, could result in capital expenditures being higher than anticipated. In addition, acquisitions and new contracts may increase capital expenditures. This could impact our ability to generate free cash flow in line with our expectations.

 

A portion of our growth and future financial performance depends on our ability to integrate acquired businesses, and the success of our acquisitions

 

A component of our growth strategy involves achieving economies of scale and operating efficiencies by growing through acquisitions.  We may not achieve these goals unless we effectively combine the operations of acquired businesses with our existing operations.  Similar risks may affect contracts that we are awarded to operate municipally-owned assets, such as landfills. In addition, we are not always able to control the timing of our acquisitions.  Our inability to complete acquisitions within the time frames that we expect may cause our operating results to be less favorable than expected, which could cause our share price to decline.

 

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Even if we are able to make acquisitions on advantageous terms and are able to integrate them successfully into our operations and organization, some acquisitions may not fulfill our anticipated financial or strategic objectives in a given market due to factors that we cannot control, such as market conditions, including the price of crude oil, market position, competition, customer base, loss of key employees, third-party legal challenges or governmental actions.  In addition, we may change our strategy with respect to a market or acquired businesses and decide to sell such operations at a loss, or keep those operations and recognize an impairment of goodwill and/or intangible assets.  Similar risks may affect contracts that we are awarded to operate municipally-owned assets, such as landfills. 

 

The seasonal nature of our business and “event-driven” waste projects cause our results to fluctuate

 

Based on historic trends, we expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters, and lower in the fourth quarter than in the second and third quarters.  We expect the fluctuation in our revenues between our highest and lowest quarters to be approximately 12%.  This seasonality reflects the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during the winter months in Canada and the U.S., and reduced E&P activity during harsh weather conditions.  Conversely, mild winter weather conditions may reduce demand for oil and natural gas, which may cause our customers to curtail their drilling programs, which could result in production of lower volumes of E&P waste.

 

Adverse winter weather conditions, including severe storms or extended periods of inclement weather, slow waste collection activities, resulting in higher labor and operational costs.  Greater precipitation in the winter increases the weight of collected solid waste, resulting in higher disposal costs, which are calculated on a per ton basis.  Certain weather conditions, including severe storms, may result in temporary suspension of our operations, which can significantly impact the operating results of the affected areas. Conversely, weather-related occurrences and other “event-driven” waste projects can boost revenues through heavier weight loads or additional work for a limited time. These factors impact period-to-period comparisons of financial results, and our share price may be negatively affected by these variations.

 

Our results will be affected by changes in recycled commodity prices and quantities.

 

We provide recycling services to some of our customers.  The majority of the recyclables we process for sale are paper products that are shipped to customers in the United States and other markets, including Asia.  The sale prices of and the demand for recyclable commodities, particularly paper products, are frequently volatile and when they decline, our revenues, operating results and cash flows will be affected.  In 2017, the Chinese government announced a ban on certain materials, including mixed waste paper and mixed plastics, effective January 1, 2018, as well as extremely restrictive quality requirements effective March 1, 2018 that are difficult for the industry to achieve. Single stream MRFs process a wide range of commingled materials and tend to receive a higher percentage of non-recyclables, which results in increased processing and residual disposal costs to achieve quality standards. Also in 2017, the Chinese government began to limit the flow of material into the country by restricting the issuance of required import licenses, and this practice continued in 2018.

 

The new quality standards imposed by China and the restrictions on import licenses have made the sale of recycled commodities more difficult and have resulted in lower prices for such commodities, higher operating costs or additional capital expenditures in order to meet the requirements. As a result, we have increased the fees that we charge customers at our recycling facilities in order to recover the higher processing costs for recyclables. This may result in lower recycled commodity volumes at our MRFs, as customers may elect to pursue cheaper alternatives for processing or disposal.  Any such reduction could impact revenues, operating results and cash flow. Some of our recycling operations offer rebates to customers based on the market prices of commodities we buy to process for resale.  Therefore, if we recognize increased revenues resulting from higher prices for recyclable commodities, the rebates we pay to suppliers will also increase, which also may impact our operating results.

 

Our results will be affected by changes in the value of renewable fuels.

 

Variations in the price of methane gas and other energy-related products that are marketed and sold by our landfill gas recovery operations affect our results. Pursuant to the Energy Independence and Security Act of 2007, the United States EPA has promulgated the Renewable Fuel Standards, or RFS, which require refiners to either blend "renewable fuels," such as ethanol and biodiesel, into their transportation fuels or to purchase renewable fuel credits, known as renewable identification numbers, or RINs, in lieu of blending. In some cases, landfill gas generated at our landfills qualifies as a renewable fuel for which RINs are available. The price of RINs has been extremely volatile and is dependent upon a variety of factors, including potential legislative changes, the availability of RINs for purchase, the demand for RINs, which is dependent on transportation fuel production levels, the mix of the petroleum business' petroleum products and fuel blending performed at the refineries and downstream terminals, all of which can vary significantly from period to period. In July 2017, the EPA proposed certain reductions in the statutory volume targets for advanced biofuel and total renewable fuel for 2018, and requested comment on further reductions based on various considerations. On November 30, 2017, the EPA promulgated its 2018 RFS, which included renewable fuel obligations, or RVOs, that were very similar to the Agency’s original proposed mandates released in July 2017.  In establishing the 2018 RVOs, the EPA exercised its waiver authority to lower the volume requirements for cellulosic and advanced biofuel below the levels that Congress established when it first enacted the RFS in 2007. On November 30, 2018, the EPA released a final rule to set 2019 RVOs under the RFS, which includes increases to the requirement for biofuels in 2019. Any reductions or limitations on the requirement to blend renewable fuel would likely reduce the volume of RINs.

 

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In Canada, the Renewable Fuels Regulations under the Canadian Environmental Protection Act, 1999 require producers and importers of gasoline, diesel fuel and heating distillate to acquire a certain number of renewable fuel compliance units, or Compliance Units, in connection with the volumes of fuel they produce or import. Compliance Units can be generated in a number of ways, including through the blending of renewable fuel into liquid petroleum fuels. In some cases, landfill gas generated at our landfills in Canada qualifies as a renewable fuel that can be sold by our Company to blenders or refiners for the purpose of creating Compliance Units. Certain provincial jurisdictions in Canada also impose obligations to incorporate renewable fuels into fuels that are distributed within the jurisdiction. The price for our renewable fuel in Canada is dependent on a variety of factors, including demand. The Canadian federal government released details on a proposed new clean fuel regulatory framework at the end of 2017 called the “Clean Fuel Standard.” The proposed framework would impose lifecycle carbon intensity requirements on certain liquid, gaseous and solid fuels that are used in transportation, industry and buildings, and establish rules relating to the trading of compliance credits. The carbon intensity requirements would become more stringent over time. Carbon intensity would be differentiated between different types of renewable fuels to reflect the associated emissions reduction potential. Regulated parties, which may include fuel producers and importers, would have some flexibility with respect to how to achieve lower carbon fuels in Canada. The Canadian federal government has indicated that over time, the new Clean Fuel Standard would replace the current Renewable Fuels Regulations. Since January 2017, the Canadian federal government has been conducting public consultation on the proposed framework with final regulations anticipated in 2020 and 2021. At this time, we do not know how a new clean fuel regulatory framework in Canada could impact demand for our renewable fuel.

 

A significant reduction in the value of RINs in the United States or the price paid for our renewable fuel in Canada could adversely impact our reported results.

 

Increases in the price of diesel or compressed natural gas fuel may adversely affect our collection business and reduce our operating margins

 

The market price of diesel fuel is volatile.  We generally purchase diesel fuel at market prices, and such prices have fluctuated significantly in recent years.  A significant increase in market prices for fuel could adversely affect our waste collection business through a combination of higher fuel and disposal-related transportation costs and reduce our operating margins and reported earnings.  To manage a portion of this risk, we have entered into fixed-price fuel purchase contracts.  During periods of falling diesel fuel prices, it may become more expensive to purchase fuel under fixed-price fuel purchase contracts than at market prices. 

 

We utilize compressed natural gas, or CNG, in a small percentage of our fleet and we may convert more of our fleet from diesel fuel to CNG over time. The market price of CNG is also volatile; a significant increase in such cost could adversely affect our operating margins and reported earnings.

 

Our financial results are based upon estimates and assumptions that may differ from actual results

 

In preparing our consolidated financial statements in accordance with U.S. generally accepted accounting principles, estimates and assumptions are made that affect the accounting for and recognition of assets, liabilities, revenues and expenses.  These estimates and assumptions must be made because certain information that is used in the preparation of our financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is not capable of being readily calculated based on generally accepted methodologies.  In some cases, these estimates are particularly difficult to determine and we must exercise significant judgment.  The most difficult, subjective and complex estimates and the assumptions that deal with the greatest amount of uncertainty are related to our accounting for landfills, self-insurance accruals, income taxes, allocation of acquisition purchase price, asset impairments and litigation, claims and assessments.  Actual results for all estimates could differ materially from the estimates and assumptions that we use, which could have an adverse effect on our financial condition and results of operations. 

 

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Our accruals for our landfill site closure and post-closure costs may be inadequate

 

We are required to pay capping, closure and post-closure maintenance costs for landfill sites that we own and operate.  We are also required to pay capping, closure and post-closure maintenance costs for operated landfills for which we have life-of-site agreements.  Our obligations to pay closure or post-closure costs may exceed the amount we have accrued and reserved and other amounts available from funds or reserves established to pay such costs.  In addition, the completion or closure of a landfill site does not end our environmental obligations.  After completion or closure of a landfill site, there exists the potential for unforeseen environmental problems to occur that could result in substantial remediation costs or potential litigation.  Paying additional amounts for closure or post-closure costs and/or for environmental remediation and/or for litigation could harm our financial condition or operating results.

 

Increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings

 

We maintain insurance policies for automobile, general, employer’s, environmental, cyber, employment practices and directors’ and officers’ liability as well as for employee group health insurance, property insurance and workers’ compensation. We carry umbrella policies for certain types of claims to provide excess coverage over the underlying policies and per incident deductibles or self-insured retentions.  The amounts that we effectively self-insure could cause significant volatility in our operating margins and reported earnings based on the event and claim costs of incidents, accidents, injuries and adverse judgments.  Our insurance accruals are based on claims filed and estimates of claims incurred but not reported and are developed by our management with assistance from our third-party actuary and our third-party claims administrator.  To the extent these estimates are inaccurate, we may recognize substantial additional expenses in future periods that would reduce operating margins and reported earnings.  Furthermore, while we maintain liability insurance, our insurance is subject to coverage limitations. If we were to incur substantial liability, our insurance coverage may be inadequate to cover the entirety of such liability. This could have a material adverse effect on our financial position, results of operations and cash flows. One form of coverage limitation concerns claims for punitive damages, which are generally excluded from coverage under all of our liability insurance policies.  A punitive damage award could have an adverse effect on our reported earnings in the period in which it occurs.  Significant increases in premiums on insurance that we retain also could reduce our margins. 

 

We may be subject in the normal course of business to judicial, administrative or other third-party proceedings that could interrupt or limit our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity

 

Governmental agencies may, among other things, impose fines or penalties on us relating to the conduct of our business, attempt to revoke or deny renewal of our operating permits, franchises or licenses for violations or alleged violations of environmental laws or regulations or as a result of third-party challenges, require us to install additional pollution control equipment or require us to remediate potential environmental problems relating to any real property that we or our predecessors ever owned, leased or operated or any waste that we or our predecessors ever collected, transported, disposed of or stored.  Individuals, citizens groups, trade associations or environmental activists may also bring actions against us in connection with our operations that could interrupt or limit the scope of our business.  Any adverse outcome in such proceedings could harm our operations and financial results and create negative publicity, which could damage our reputation, competitive position and share price. 

 

Pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements .

 

We are, and from time to time become, involved in lawsuits, regulatory inquiries, and governmental and other legal proceedings arising out of the ordinary course of our business. Many of these matters raise complicated factual and legal issues and are subject to uncertainties and complexities, all of which make the matters costly to address. For example, in recent years, wage and employment laws have changed regularly and become increasingly complex, which has fostered litigation, including purported class actions. Similarly, citizen suits brought pursuant to environmental laws, such as those regulating the treatment of storm water runoff, have proliferated. The timing of the final resolutions to lawsuits, regulatory inquiries, and governmental and other legal proceedings is uncertain. Additionally, the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require substantial payments, adversely affecting our consolidated financial condition, results of operations and cash flows. See discussion in Note 10, “Commitments and Contingencies,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

 

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Our financial results could be adversely affected by impairments of goodwill, indefinite-lived intangibles or property and equipment .

 

As a result of our acquisition strategy, we have a material amount of goodwill, indefinite-lived intangibles and property and equipment recorded in our financial statements. We do not amortize our existing goodwill or indefinite-lived intangibles and are required to test goodwill and indefinite-lived intangibles for impairment annually in the fourth quarter of the year and whenever events or changes in circumstances indicate that the carrying value of goodwill and/or indefinite-lived intangible assets may not be recoverable using the one-step process prescribed in the new accounting guidance that we early adopted on January 1, 2017. The process screens for and measures the amount of the impairment, if any. The recoverability of property and equipment is tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Application of the impairment test requires judgment. A significant deterioration in a key estimate or assumption or a less significant deterioration to a combination of assumptions could result in an impairment charge in the future, which could have a significant adverse impact on our reported results. See the section Goodwill and Indefinite-Lived Intangible Assets in Note 1, “Organization, Business and Summary of Significant Accounting Policies” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

 

Income taxes may be uncertain .

 

Our actual effective tax rate may vary from our expectation and that variance may be material. Tax interpretations, regulations and legislation in the various jurisdictions in which we and our affiliates operate are subject to measurement uncertainty and the interpretations can impact net income, income tax expense or recovery, and deferred income tax assets or liabilities. In addition, tax rules and regulations, including those relating to foreign jurisdictions, are subject to interpretation and require judgment by us that may be challenged by the taxation authorities upon audit.

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, a reduction of the U.S. federal corporate income tax rate from 35 percent to 21 percent, requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries, the creation of the base erosion anti-abuse tax, a new provision designed to tax global intangible low-taxed income, a new limitation on deductible interest expense, and bonus depreciation that will allow for full expensing of qualified property.

 

Changes in our tax provision or an increase to our tax liabilities, whether due to the Tax Act or interpretations of the Tax Act, which include, but are not limited to, the potential finalization of proposed regulations released by the U.S. Department of Treasury during 2018 under Internal Revenue Code (“I.R.C.”) section 163(j) related to the deductibility of certain interest, I.R.C. section 59A related to a base erosion minimum tax amount, and I.R.C. section 267A related to the deductibility of certain related-party payments, as well as other tax regulations, or a final determination of tax audits, could have a material adverse effect on our financial position, results of operations, and cash flows.

 

Future changes to U.S., Canadian and foreign tax laws could materially adversely affect us .

 

We cannot give any assurance as to what our effective tax rate will be in the future, because of, among other things, uncertainty regarding the tax policies of the jurisdictions where we operate.

 

For example, the U.S. Congress, the Canadian government, the Organisation for Economic Co-operation and Development and other government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of "base erosion and profit shifting," where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. The Organisation for Economic Co-operation and Development, or OECD, addressed fifteen specific actions as part of a comprehensive plan to create an agreed set of international rules for fighting base erosion and profit shifting that was presented in a report to the G20 finance ministers in October 2015. In November 2015, the G20 leaders endorsed such report. The Canadian government has acted on certain of the other OECD recommendations and is continuing to examine other recommendations and has reiterated its commitment to implementing the OECD’s minimum standards. On June 7, 2017, Canada and other jurisdictions (not including the United States) signed the OECD’s Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Sharing. On June 20, 2018, the Canadian government introduced Bill C-82, An Act to implement a multilateral convention to implement tax treaty related measures to prevent base erosion and profit shifting . Bill C-82 has had a Second Reading and was referred to the Standing Committee on Finance on October 15, 2018. As a result of this and other changes, the tax laws in the United States, Canada, and other countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect us and our affiliates.

 

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Each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, or that become more adverse to our business than we anticipated at the time of acquisition

 

It is possible that the corporate entities or sites we have acquired, or which we may acquire in the future, have liabilities or risks in respect of former or existing operations or properties, or otherwise, which we have not been able to identify and assess through our due diligence investigations.  As a successor owner, we may be legally responsible for those liabilities that arise from businesses that we acquire.  Even if we obtain legally enforceable representations, warranties and indemnities from the sellers of such businesses, they may not cover the liabilities fully or the sellers may not have sufficient funds to perform their obligations.  Some environmental liabilities, even if we do not expressly assume them, may be imposed on us under various regulatory schemes and other applicable laws.  In addition, our insurance program may not cover such sites and will not cover liabilities associated with some environmental issues that may have existed prior to attachment of coverage.  A successful uninsured claim against us could harm our financial condition or operating results. Additionally, there may be other risks of which we are unaware that could have an adverse effect on businesses that we acquire or have acquired, such as foreign, state and local regulation and administrative risks.  Another example of risk is interested parties that may bring actions against us in connection with operations that we acquire or have acquired.  Furthermore, risks or liabilities we judge to be not material or remote at the time of acquisition may develop into more serious risks to our business. Any adverse outcome resulting from such risks or liabilities could harm our operations and financial results and create negative publicity, which could damage our reputation, competitive position and share price.  For example, see the discussions regarding the Lower Duwamish Waterway Superfund Site Allocation Process and the Florida Default Judgment in Note 10, “Commitments and Contingencies,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

 

Our indebtedness could adversely affect our financial condition and limit our financial flexibility

 

As of December 31, 2018, we had approximately $4.175 billion of total indebtedness outstanding, and we may incur additional debt in the future.  This amount of indebtedness could: 

 

· increase our vulnerability to general adverse economic and industry conditions;
· expose us to interest rate risk since a significant portion of our indebtedness is at variable rates;
· limit our ability to obtain additional financing or refinancing at attractive rates; 
· require the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund our growth strategy, working capital, capital expenditures, dividends, share repurchases and other general corporate purposes; 
· limit our flexibility in planning for, or reacting to, changes in our business and the industry; and 
· place us at a competitive disadvantage relative to our competitors with less debt. 

 

Further, our outstanding indebtedness is subject to financial and other covenants, which may be affected by changes in economic or business conditions or other events that are beyond our control. If we fail to comply with the covenants under any of our indebtedness, we may be in default under the indebtedness, which may entitle the lenders or holders of indebtedness to accelerate the debt obligations. A default under one of our loans or debt securities could result in cross-defaults under our other indebtedness. In order to avoid defaulting on our indebtedness, we may be required to take actions such as reducing or delaying capital expenditures, reducing or eliminating dividends or share repurchases, selling assets, restructuring or refinancing all or part of our existing debt, or seeking additional equity capital, any of which may not be available on terms that are favorable to us, if at all.

 

We may be unable to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage.

 

If we are unable to obtain performance or surety bonds, letters of credit or insurance, we may not be able to enter into additional solid waste or other collection contracts or retain necessary landfill operating permits. Collection contracts, municipal contracts, transfer station operations and landfill closure and post-closure obligations may require performance or surety bonds, letters of credit or other financial assurance to secure contractual performance or comply with federal, state, provincial or local environmental laws or regulations. We typically satisfy these requirements by posting bonds or letters of credit. As of December 31, 2018, we had approximately $977.6 million of such surety bonds in place and approximately $125.1 million of letters of credit issued. Closure bonds are difficult and costly to obtain. If we are unable to obtain performance or surety bonds or additional letters of credit in sufficient amounts or at acceptable rates, we could be precluded from entering into additional collection contracts or obtaining or retaining landfill operating permits. Any future difficulty in obtaining insurance also could impair our ability to secure future contracts that are conditional upon the contractor having adequate insurance coverage. Accordingly, our failure to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage could limit our operations or violate federal, state, provincial, or local requirements, which could have a materially adverse effect on our business, financial condition and results of operations.

 

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Our operations in Canada expose us to exchange rate fluctuations that could adversely affect our financial performance and our reported results of operations.

 

Our operations in Canada are conducted primarily in Canadian dollars. Our consolidated financial statements are denominated in U.S. dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues and expenses of our operations in Canada from Canadian dollars into U.S. dollars using exchange rates for the current period. Fluctuations in the exchange rates that are unfavorable to us would have an adverse effect on our financial performance and reported results of operations.

 

Alternatives to landfill disposal may cause our revenues and operating results to decline .

 

Counties and municipalities in which we operate landfills may be required to formulate and implement comprehensive plans to reduce the volume of municipal solid waste deposited in landfills through waste planning, composting, recycling or other programs, while working to reduce the amount of waste they generate.  Some state, provincial and local governments mandate diversion, recycling and waste reduction at the source and prohibit the disposal of certain types of wastes, such as yard waste, food waste and electronics, at landfills.  Even where not prohibited by state, provincial or local law, some grocery stores and restaurants have chosen to divert their organic waste from landfills, while other companies have set zero-waste goals and communicated an intention to cease the disposal of any waste in landfills. Although such actions are useful to protect our environment, these actions, as well as the actions of our customers to reduce waste or seek disposal alternatives, have reduced and may in the future further reduce the volume of waste going to landfills in certain areas, which may affect our ability to operate our landfills at full capacity and could adversely affect our operating results.

 

Labor union activity could divert management attention and adversely affect our operating results

 

From time to time, labor unions attempt to organize our employees, and these efforts are likely to continue in the future.  Certain groups of our employees are represented by unions, and we have negotiated collective bargaining agreements with most of these unions.  Additional groups of employees may seek union representation in the future.  As a result of these activities, we may be subjected to unfair labor practice charges, grievances, complaints and other legal and administrative proceedings initiated against us by unions or federal, state or provincial labor boards, which could negatively impact our operating results. Negotiating collective bargaining agreements with these unions could divert our management’s attention, which could also adversely affect our operating results.  If we are unable to negotiate acceptable collective bargaining agreements, we might have to wait through “cooling off” periods, which may be followed by work stoppages, including strikes or lock-outs.  Depending on the type and duration of any such labor disruptions, our operating expenses could increase significantly, which could adversely affect our financial condition, results of operations and cash flows.

 

We could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate and the accrued pension benefits are not fully funded .

 

We participate in 11 “multiemployer” pension plans administered by employee and union trustees. We make periodic contributions to these plans to fund pension benefits for our union employees pursuant to our various contractual obligations to do so. In the event that we withdraw from participation in or otherwise cease our contributions to one of these plans, then applicable law regarding withdrawal liability could require us to make additional contributions to the plan if the accrued benefits are not fully funded, and we would have to reflect that “withdrawal liability” as an expense in our consolidated statement of operations and as a liability on our consolidated balance sheet. Our withdrawal liability for any multiemployer plan would depend on the extent to which accrued benefits are funded. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that participate in these plans, we may decide to discontinue participation in a multiemployer plan, and in that event, we could face withdrawal liability. Some multiemployer plans in which we participate may from time to time have significant accrued benefits that are not funded. The size of our potential withdrawal liability may be affected by the level of unfunded accrued benefits, the actuarial assumptions used by the plan and the investment gains and losses experienced by the plan.

 

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We rely on computer systems to run our business and disruptions or privacy breaches in these systems could impact our ability to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation risk .

 

Our businesses rely on computer systems to provide customer information, process customer transactions and provide other general information necessary to manage our businesses. We also rely on a payment card industry-compliant third party to protect our customers’ credit card information. We have an active disaster recovery plan in place that we continuously review and test. However, our computer systems are subject to damage or interruption due to cybersecurity threats, system conversions, power outages, computer or telecommunication failures, catastrophic physical events such as fires, tornadoes and hurricanes and usage errors by our employees. Given the unpredictability of the timing, nature and scope of such disruptions, we could be potentially subject to operational delays and interruptions in our ability to provide services to our customers. Any disruption caused by the unavailability of our computer systems could adversely affect our revenues or could require significant investment to fix or replace them, and, therefore, could affect our operating results.

 

In addition, cybersecurity attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact.

 

Further, as we pursue our acquisition growth strategy and pursue new initiatives that improve our operations and reduce our costs, we are also expanding and improving our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventative measures and incident response efforts may not be entirely effective. If our network of security controls, policy enforcement mechanisms or monitoring systems we use to address these threats to technology fail, the theft or compromise of confidential or otherwise protected company, customer or employee information, destruction or corruption of data, security breaches or other manipulation or improper use of our systems and networks could result in financial losses from remedial actions, business disruption, loss of business or potential liability, liabilities due to the violation of privacy laws and other legal actions, and damage to our reputation.

 

Extensive and evolving environmental, health and safety laws and regulations may restrict our operations and growth and increase our costs

 

Existing environmental laws and regulations have become more stringently enforced in recent years.  In addition, our industry is subject to regular enactment of new or amended federal, state, provincial and local environmental and health and safety statutes, regulations and ballot initiatives, as well as judicial decisions interpreting these requirements, which have become more stringent over time.  Citizen suits brought pursuant to environmental laws have proliferated. We expect these trends to continue, which could lead to material increases in our costs for future environmental, health and safety compliance. These requirements also impose substantial capital and operating costs and operational limitations on us and may adversely affect our business.  In addition, federal, state, provincial and local governments may change the rights they grant to, the restrictions they impose on or the laws and regulations they enforce against, solid waste and E&P waste services companies. These changes could adversely affect our operations in various ways, including without limitation, by restricting the way in which we manage storm water runoff, comply with health and safety laws, treat and dispose of E&P or other waste or our ability to operate and expand our business.

 

Governmental authorities and various interest groups in the United States and Canada have promoted laws and regulations designed to limit greenhouse gas, or GHG, emissions in response to growing concerns regarding climate change. For example, the State of California, the Canadian federal government and several Canadian provinces have enacted climate change laws, and other states and provinces in which we operate are considering similar actions. The US EPA made an endangerment finding in 2009 allowing certain GHGs to be regulated under the CAA. This finding allows the EPA to create regulations that will impact our operations – including imposing emission reporting, permitting, control technology installation and monitoring requirements, although the materiality of the impacts will not be known until all applicable regulations are promulgated and finalized. The Canadian federal government enacted the Greenhouse Gas Pollution Pricing Act in June 2018, which establishes a national carbon-pricing regime for the beginning of 2019 for provinces and territories in Canada where there is no provincial system in place already or where the provincial system does not meet the federal benchmark. Often referred to as the federal backstop, the new federal carbon-pricing regime consists of a carbon levy that will be applied to fossil fuels and an output-based pricing system (“OBPS”) that will be applied to certain industrial facilities with reported emissions of 50,000 tonnes of carbon dioxide equivalent (“CO2e”) or more per year. The carbon levy will apply to prescribed liquid, gaseous, and solid fuels at a rate that is equivalent to $10 per tonne of CO2e in 2018, increasing annually, until it reaches $50 per tonne of CO2e by 2022.  Several Canadian provinces have promulgated legislation and regulations to limit GHG emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures. Comprehensive GHG legislation or regulation, including carbon pricing, will affect not only our business, but also that of our customers.

 

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Regulation of GHG emissions from oil and natural gas E&P operations may also increase the costs to our customers of developing and producing hydrocarbons, and as a result, may have an indirect and adverse effect on the amount of oilfield waste delivered to our facilities by our customers. These statutes and regulations increase the costs of our operations, and future climate change statutes and regulations may have an impact as well.

 

Our business is subject to operational and safety risks, including the risk of personal injury to employees and others.

 

Providing environmental and waste management services, including constructing and operating landfills, involves risks such as truck accidents, equipment defects, malfunctions and failures. Additionally, we closely monitor and manage landfills to minimize the risk of waste mass instability and releases of hazardous materials or odors that could be triggered by weather or natural disasters. There may also be risks presented by the potential for subsurface chemical reactions causing elevated landfill temperatures.

 

We also build and operate natural gas fueling stations, some of which also serve the public or third parties. Operation of fueling stations and landfill gas collection and control systems involves additional risks of fire and explosion. Any of these risks could potentially result in injury or death of employees and others, a need to shut down or reduce operation of facilities, increased operating expense and exposure to liability for pollution and other environmental damage, and property damage or destruction.

 

While we seek to minimize our exposure to such risks through comprehensive training, compliance and response and recovery programs, as well as vehicle and equipment maintenance programs, if we were to incur substantial liabilities in excess of any applicable insurance coverage, our business, results of operations and financial condition could be adversely affected. Any such incidents could also tarnish our reputation and reduce the value of our brand. Additionally, a major operational failure, even if suffered by a competitor, may bring enhanced scrutiny and regulation of our industry, with a corresponding increase in operating expense.

 

Future changes in laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results. 

 

Various state, provincial and local governments and the Canadian federal government have enacted, have the authority to enact or are considering enacting laws and regulations that restrict disposal within the jurisdiction of solid waste generated outside the jurisdiction. In addition, some state, provincial and local governments and the Canadian federal government have promulgated, have the authority to promulgate or are considering promulgating laws and regulations which govern the flow of waste generated within their respective jurisdictions.  These “flow control” laws and regulations typically require that waste generated within the jurisdiction be retained within the jurisdiction or be directed to specified facilities for disposal or processing, which could limit or prohibit the disposal or processing of waste in our transfer stations and landfills or require notices be delivered or permits to be obtained prior to transport or final disposal. Certain of these flow control laws and regulations could also require us to deliver waste we collect within a particular jurisdiction to facilities not owned or controlled by us, which could increase our costs and reduce our revenues. In addition, such laws and regulations could require us to obtain additional costly licenses or authorizations in order to be deemed an authorized hauler or disposal facility. All such waste disposal laws and regulations are subject to judicial interpretation and review.  Court decisions, legislation and federal, state, provincial and local regulation in the waste disposal area could adversely affect our operations.

 

Extensive regulations that govern the design, operation, expansion and closure of landfills may restrict our landfill operations or increase our costs of operating landfills .

 

If we fail to comply with federal, state and provincial regulations, as applicable, governing the design, operation, expansion, closure and financial assurance of MSW, non-MSW and E&P waste landfills, we could be required to undertake investigatory or remedial activities, curtail operations or close such landfills temporarily or permanently.  Future changes to these regulations may require us to modify, supplement or replace equipment or facilities at substantial costs.  If regulatory agencies fail to enforce these regulations vigorously or consistently, our competitors whose facilities are not forced to comply with the regulations may obtain an advantage over us.  Our financial obligations arising from any failure to comply with these regulations could harm our business and operating results.

 

Our E&P waste business could be adversely affected by changes in laws regulating E&P waste .

 

We believe that the demand for our E&P waste services is directly related to the regulation of E&P waste. In particular, the U.S. Resource Conservation and Recovery Act, or RCRA, which governs the disposal of solid and hazardous waste, currently exempts certain E&P wastes from classification as hazardous wastes. In recent years, proposals have been made to rescind this exemption from RCRA. If the exemption covering E&P wastes is repealed or modified, or if the regulations interpreting the rules regarding the treatment or disposal of this type of waste were changed, our operations could face significantly more stringent regulations, permitting requirements, and other restrictions, which could have a material adverse effect on our business.

 

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In addition, if new federal, state, provincial or local laws or regulations that significantly restrict hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly for our customers to perform fracturing. Any such regulations limiting or prohibiting hydraulic fracturing could reduce our customers’ oil and natural gas E&P activities and, therefore, adversely affect our business. Such laws or regulations could also materially increase our costs of compliance and doing business by more strictly regulating how hydraulic fracturing wastes are handled or disposed. Conversely, any loosening of existing federal, state, provincial or local laws or regulations regarding how such wastes are handled or disposed could adversely impact demand for our services.

 

Liabilities for environmental damage may adversely affect our financial condition, business and earnings

 

We may be liable for any environmental damage that our current or former operations cause, including damage to neighboring landowners or residents, particularly as a result of the contamination of soil, groundwater or surface water, and especially drinking water, or to natural resources.  We may be liable for damage resulting from conditions existing before we acquired these operations. Even if we obtain legally enforceable representations, warranties and indemnities from the sellers of these operations, they may not cover the liabilities fully or the sellers may not have sufficient funds to perform their obligations.

 

We may also be liable for any on-site environmental contamination caused by pollutants or hazardous substances whose transportation, treatment or disposal we or our predecessors arranged or conducted.  Some environmental laws and regulations may impose strict, joint and several liability in connection with releases of regulated substances into the environment. Therefore, in some situations we could be exposed to liability as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, third parties, including our predecessors. If we were to incur liability for environmental damage, environmental clean-ups, corrective action or damage not covered by insurance or in excess of the amount of our coverage, our financial condition or operating results could be materially adversely affected.  For example, see the discussion regarding the Lower Duwamish Waterway Superfund Site Allocation Process in Note 10, “Commitments and Contingencies,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

 

We depend significantly on the services of the members of our senior and regional management team, and the departure of any of those persons could cause our operating results to suffer

 

Our success depends significantly on the continued individual and collective contributions of our senior and regional management team.  Of particular importance to our success are the services of our founder, Chief Executive Officer and Chairman, Ronald J. Mittelstaedt.  Key members of our management, including Mr. Mittelstaedt, have entered into employment agreements, but we may not be able to enforce these agreements.  The loss of the services of any member of our senior and regional management or the inability to hire and retain experienced management personnel could harm our operating results. 

 

Our decentralized decision-making structure could allow local managers to make decisions that may adversely affect our operating results

 

We manage our operations on a decentralized basis.  Local managers have the authority to make many decisions concerning their operations without obtaining prior approval from executive officers, subject to compliance with general company-wide policies.  Poor decisions by local managers could result in the loss of customers or increases in costs, in either case adversely affecting operating results. 

 

If we are not able to develop and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer .

  

Our existing and proposed service offerings to customers may require that we develop or license, and protect, new technologies. We may experience difficulties or delays in the research, development, production and/or marketing of new products and services which may negatively impact our operating results and prevent us from recouping or realizing a return on the investments required to bring new products and services to market. Further, protecting our intellectual property rights and combating unlicensed copying and use of intellectual property is difficult, and any inability to obtain or protect new technologies could impact our services to customers and development of new revenue sources. Additionally, a competitor may develop or obtain exclusive rights to a “breakthrough technology” that claims to provide a revolutionary change in traditional waste management. If we have inferior intellectual property to our competitors, our financial results may suffer. 

  

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ITEM 1B. UNRESOLVED STAFF COMMENTS 

 

None. 

 

ITEM 2. PROPERTIES

 

As of December 31, 2018, we owned 279 solid waste collection operations, 113 transfer stations, 56 MSW landfills, 11 E&P waste landfills, 14 non-MSW landfills, 64 recycling operations, four intermodal operations, 22 E&P liquid waste injection wells and 19 E&P waste treatment and oil recovery facilities, and operated, but did not own, an additional 49   transfer stations, 12   MSW landfills and two intermodal operations, in 41 states in the U.S. and six provinces in Canada.  Non-MSW landfills accept construction and demolition, industrial and other non-putrescible waste. We lease certain of the sites on which these facilities are located.  We lease various office facilities, including our combined corporate and regional offices in Ontario, Canada, where we occupy approximately 12,000 square feet of space, and our administrative and regional offices in The Woodlands, Texas, where we occupy approximately 75,000 square feet of space. We also maintain regional administrative offices in each of our segments.  We own a variety of equipment, including waste collection and transportation vehicles, related support vehicles, double-stack rail cars, carts, containers, chassis and heavy equipment used in landfill, collection, transfer station, waste treatment and intermodal operations.  We believe that our existing facilities and equipment are adequate for our current operations.  However, we expect to make additional investments in property and equipment for expansion and replacement of assets in connection with future acquisitions. 

 

ITEM 3. LEGAL PROCEEDINGS 

 

Information regarding our legal proceedings can be found under the “Legal Proceedings” section in Note 10 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10K and is incorporated herein by reference. 

 

ITEM 4. MINE SAFETY DISCLOSURE 

 

 None.

 

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PART II 

 

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common shares are listed on the New York Stock Exchange, or NYSE, and the Toronto Stock Exchange, or TSX, under the symbol “WCN”. 

 

As of February 1, 2019, there were 85 holders of record of our common shares.  Because many of our common shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.

 

On February 13, 2019, we announced that our Board of Directors approved a regular quarterly cash dividend of $0.16 per common share. All dividends paid by the Company on its common shares after June 1, 2016 will be designated as “eligible dividends” for Canadian tax purposes until a notification of change is posted on our website. Our Board of Directors will review the cash dividend periodically, with a long-term objective of increasing the amount of the dividend. We cannot assure you as to the amounts or timing of future dividends. We have the ability under our Credit Agreement (as defined below) and master note purchase agreements to repurchase our common shares and pay dividends provided we maintain specified financial ratios.

 

On July 24, 2018, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or NCIB, to purchase up to 13,174,976 of our common shares during the period of August 8, 2018 to August 7, 2019 or until such earlier time as the NCIB is completed or terminated at our option. The renewal followed the conclusion of our NCIB that expired August 7, 2018. We received TSX approval for our annual renewal of the NCIB on August 2, 2018. Under the NCIB, we may make share repurchases only in the open market, including on the NYSE, the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of the common shares and overall market conditions. All common shares purchased under the NCIB shall be immediately cancelled following their repurchase. During the year ended December 31, 2018, we repurchased 831,704 common shares pursuant to our NCIB in effect during such period at an aggregate cost of $58.9 million, or an average price of $70.85 per share.  The table below reflects repurchases we made during the three months ended December 31, 2018 (in thousands of U.S. dollars, except share and per share amounts):

 

Period   Total
Number of
Shares
Purchased
    Average
Price Paid
Per Share
(1)
    Total Number of
Shares Purchased
as Part of Publicly
Announced
Program
    Maximum Number
of Shares that May
Yet Be Purchased
Under the Program
 
10/1/18 – 10/31/18     -     $ -       -       13,174,976  
11/1/18 – 11/30/18     -     $ -       -       13,174,976  
12/1/18 – 12/31/18     237,230     $ 71.18       237,230       12,937,746  
      237,230     $ 71.18       237,230          

 

(1) This amount represents the weighted average price paid per common share.  This price includes a per share commission paid for all repurchases. 

 

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Performance Graph

 

The following performance graph compares the total cumulative shareholder returns on our common shares over the past five fiscal years with the total cumulative returns for the S&P 500 Index, the S&P/TSX 60 Index and the Dow Jones U.S. Waste and Disposal Services Index, or DJ Waste Services Index. 

 

The graph depicts a five-year comparison of cumulative total returns for Old Waste Connections common stock for periods prior to the completion of the Progressive Waste acquisition on June 1, 2016, and New Waste Connections common shares for periods following the completion of the Progressive Waste acquisition. The graph assumes an investment of US$100 in our common shares on December 31, 2013, and the reinvestment of all dividends.  This chart has been calculated in compliance with SEC requirements and prepared by Capital IQ ® using the USD index in the case of the S&P/TSX 60 Index. 

 

Click to enlarge

 

This graph and the accompanying text is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 

 

    Base
Period
    Indexed Returns
Years Ending
 
Company Name / Index  

Dec13

    Dec14     Dec15     Dec16     Dec17     Dec18  
Waste Connections, Inc.   $ 100     $ 101.86     $ 131.84     $ 185.60     $ 253.26     $ 267.10  
S&P 500 Index   $ 100     $ 113.69     $ 115.26     $ 129.05     $ 157.22     $ 150.33  
S&P/TSX 60 Index   $ 100     $ 102.99     $ 79.21     $ 99.58     $ 117.01     $ 99.20  
Dow Jones U.S. Waste & Disposal Services Index   $ 100     $ 113.75     $ 118.52     $ 143.58     $ 168.10     $ 168.29  

 

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

 

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ITEM 6. SELECTED FINANCIAL DATA 

 

This table sets forth our selected financial data for the periods indicated.  This data should be read in conjunction with, and is qualified by reference to, “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this Annual Report on Form 10-K and our audited consolidated financial statements, including the related notes and our independent registered public accounting firms’ reports and the other financial information included in Item 8 of this Annual Report on Form 10-K.  The selected data in this section is not intended to replace the consolidated financial statements included in this Annual Report on Form 10-K. 

 

    YEARS ENDED DECEMBER 31,  
    2018 (a)     2017 (a)     2016 (a)     2015     2014  
    (in thousands of U.S. dollars, except share and per share data)  
STATEMENT OF OPERATIONS DATA:                                        
Revenues   $ 4,922,941     $ 4,630,488     $ 3,375,863     $ 2,117,287     $ 2,079,166  
Operating expenses:                                        
Cost of operations     2,865,704       2,704,775       1,957,712       1,177,409       1,138,388  
Selling, general and administrative     524,388       509,638       474,263       237,484       229,474  
Depreciation     572,708       530,187       393,600       240,357       230,944  
Amortization of intangibles     107,779       102,297       70,312       29,077       27,000  
Impairments and other operating items     20,118       156,493       27,678       494,492       4,091  
Operating income (loss)     832,244       627,098       452,298       (61,532 )     449,269  
                                         
Interest expense     (132,104 )     (125,297 )     (92,709 )     (64,236 )     (64,674 )
Interest income     7,170       5,173       602       487       529  
Other income (expense), net     1,263       3,736       53       (1,005 )     538  
Foreign currency transaction gain (loss)     (1,433 )     (2,200 )     1,121       -       -  
Income (loss) before income tax provision     707,140       508,510       361,365       (126,286 )     385,662  
                                         
Income tax (provision) benefit     (159,986 )     68,910       (114,044 )     31,592       (152,335 )
Net income (loss)     547,154       577,420       247,321       (94,694 )     233,327  
                                         
Less:  Net income attributable to noncontrolling interests     (283 )     (603 )     (781 )     (1,070 )     (802 )
Net income (loss) attributable to Waste Connections   $ 546,871     $ 576,817     $ 246,540     $ (95,764 )   $ 232,525  
                                         
Earnings (loss) per common share attributable to Waste Connections’ common shareholders:                                        
Basic   $ 2.07     $ 2.19     $ 1.07     $ (0.52 )   $ 1.25  
Diluted   $ 2.07     $ 2.18     $ 1.07     $ (0.52 )   $ 1.24  
                                         
Shares used in the per share calculations:                                        
Basic (b)     263,650,155       263,682,608       230,325,012       185,237,896       186,323,019  
Diluted (b)     264,395,618       264,302,411       231,081,496       185,237,896       187,181,131  
                                         
Cash dividends per common share   $ 0.580     $ 0.500     $ 0.410     $ 0.357     $ 0.317  
Cash dividends paid   $ 152,550     $ 131,975     $ 92,547     $ 65,990     $ 58,906  

 

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

 

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

 

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    DECEMBER 31,  
    2018     2017     2016     2015     2014  
    (in thousands of U.S. dollars)  
BALANCE SHEET DATA:                                        
Cash and equivalents   $ 319,305     $ 433,815     $ 154,382     $ 10,974     $ 14,353  
Working capital surplus (deficit)     232,194       374,269       51,215       (65,575 )     (43,675 )
Property and equipment, net     5,168,996       4,820,934       4,738,055       2,738,288       2,594,205  
Total assets     12,627,329       12,014,681       11,103,925       5,072,071       5,195,759  
Long-term debt and notes payable     4,153,465       3,899,572       3,616,760       2,147,127       1,971,152  
Total equity     6,460,188       6,274,070       5,654,877       1,991,784       2,233,741  

  

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

 

The following discussion should be read in conjunction with the “Selected Financial Data” included in Item 6 of this Annual Report on Form 10-K, our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. 

 

Industry Overview

 

The solid waste industry is local and highly competitive in nature, requiring substantial labor and capital resources.  The participants compete for collection accounts primarily on the basis of price and, to a lesser extent, the quality of service, and compete for landfill business on the basis of tipping fees, geographic location and quality of operations.  The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing costs and complexity associated with waste management operations and regulatory compliance.  Many small independent operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to operate effectively in such an environment.  The consolidation trend has caused solid waste companies to operate larger landfills that have complementary collection routes that can use company-owned disposal capacity.  Controlling the point of transfer from haulers to landfills has become increasingly important as landfills continue to close and disposal capacity moves farther from the collection markets it serves. 

 

Generally, the most profitable operators within the solid waste industry are those companies that are vertically integrated or enter into long-term collection contracts.  A vertically integrated operator will benefit from:  (1) the internalization of waste, which is bringing waste to a company-owned landfill; (2) the ability to charge third-party haulers tipping fees either at landfills or at transfer stations; and (3) the efficiencies gained by being able to aggregate and process waste at a transfer station prior to landfilling. 

 

The E&P waste services industry is regional in nature and is also highly fragmented, with acquisition opportunities available in several active natural resource basins. Competition for E&P waste comes primarily from smaller regional companies that utilize a variety of disposal methods and generally serve specific geographic markets, and other solid waste companies.  In addition, customers in many markets have the option of using internal disposal methods or outsourcing to another third-party disposal company.  The principal competitive factors in this business include: gaining customer approval of treatment and disposal facilities; location of facilities in relation to customer activity; reputation; reliability of services; track record of environmental compliance; ability to accept multiple waste types at a single facility; and price.  The demand for our E&P waste services depends on the continued demand for, and production of, oil and natural gas.  Crude oil and natural gas prices historically have been volatile and the substantial reductions in crude oil prices that began in October 2014, and continued through early 2016, resulted in a decline in the level of drilling and production activity, reducing the demand for E&P waste services in the basins in which we operate.  Upon the adoption in January 2017 of new accounting guidance regarding goodwill impairment, we performed an impairment test for our E&P segment which showed its carrying value exceeded its fair value by an amount in excess of the carrying amount of goodwill, or $77.3 million. Therefore, during the year ended December 31, 2017, we recorded an impairment charge of $77.3 million, consisting of the remaining carrying amount of goodwill at our E&P segment. At December 31, 2018, the total carrying value of intangible assets and property and equipment at our E&P segment is $64.1 million and $857.3 million, respectively. The prices of crude oil and natural gas have recovered from their low point in February 2016 and the demand for our E&P waste services has improved as a result of increased production of oil and natural gas in the basins in which we operate. If this recovery of the prices of crude oil and natural gas is not sustained, or if a further reduction in crude oil and natural gas prices occurs, it could lead to continued declines in the level of production activity and demand for our E&P waste services, which could result in the recognition of additional impairment charges on our intangible assets and property and equipment associated with our E&P operations.

 

Executive Overview

 

We are an integrated solid waste services company that provides non-hazardous waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the U.S. and Canada. Through our R360 Environmental Solutions subsidiary, we are also a leading provider of non-hazardous E&P waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the U.S. We also provide intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities.

 

We generally seek to avoid highly competitive, large urban markets and instead target markets where we can attain high market share either through exclusive contracts, vertical integration or asset positioning. In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally owned or funded or available at multiple municipal sources, we believe that controlling the waste stream by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning or operating landfills.  We also target niche markets, like E&P waste treatment and disposal services.

 

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2018 Financial Performance

 

The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar.  The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date.  The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period.  The resulting translation adjustments are included in other comprehensive income or loss.  Gains and losses from foreign currency transactions are included in earnings for the period.

 

Operating Results 

 

Revenues in 2018 increased 6.3% to $4.923 billion from $4.630 billion in 2017, due partly to acquisitions closed during, or subsequent to, the prior year, net of divestitures, which accounted for $153.1 million in incremental revenues in 2018, with the remainder due primarily to internal growth in solid waste and higher E&P waste activity. Solid waste internal growth was 2.2%, due to price increases and fuel, materials and environmental surcharges, which were partially offset by lower volumes and recycled commodity values.  Pricing growth was 4.5%, with core pricing up 4.1% and fuel, materials and environmental surcharges adding another 0.4%. Volumes decreased by 0.7% on increases in landfill and hauling volumes, more than offset by purposeful shedding of poor quality volumes at certain Progressive Waste operations. Decreases in recycled commodity prices resulted in another 1.6% decrease to internal solid waste growth. E&P waste revenues increased to $244.6 million from $192.0 million in 2017, due to increased activity at existing facilities.

 

In 2018, net income attributable to Waste Connections decreased 5.2% to $546.9 million from $576.8 million in 2017, due primarily to the impact in 2017 of the income tax benefit primarily associated with an adjustment of our deferred tax liability balance resulting from the enactment of the Tax Act in December 2017, partially offset by the lower tax rate in 2018 resulting from the Tax Act.

 

In 2018, adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, a non-GAAP financial measure (refer to page 71 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), increased 7.2% to $1.566 billion, from $1.461 billion in 2017.  As a percentage of revenue, adjusted EBITDA increased from 31.5% in 2017, to 31.8% in 2018.  This 0.3% percentage point increase was due to increases in E&P activity and price led organic solid waste growth, partially offset by lower recycled commodity values. Adjusted net income attributable to Waste Connections, a non-GAAP financial measure (refer to page 72 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), in 2018 increased 16.9% to $667.3 million from $570.7 million in 2017.

 

Adjusted Free Cash Flow 

 

Net cash provided by operating activities increased 18.9% to $1.411 billion in 2018, from $1.187 billion in 2017, and capital expenditures increased from $479.3 million in 2017 to $546.1 million in 2018, an increase of $66.8 million, or 13.9%. These increases in capital expenditures were primarily due to acquisitions closed during, or subsequent to, the prior year.  Adjusted free cash flow, a non-GAAP financial measure (refer to page 70 of this Annual Report on Form 10-K for a definition and reconciliation to Net cash provided by operating activities), increased by $116.0 million to $879.9 million in 2018, from $763.9 million in 2017.  Adjusted free cash flow as a percentage of revenues was 17.9% in 2018, as compared to 16.5% in 2017.

 

Return of Capital to Shareholders

 

In 2018, we returned $211.5 million to shareholders through a combination of cash dividends and share repurchases. Cash dividends increased $20.6 million, or 15.6%, to $152.6 million in 2018 from $132.0 million in 2017, due to a 16.7% increase in the quarterly cash dividend declared by our Board of Directors in October 2017, which was followed by an additional 14.3% increase in October 2018. Our Board of Directors intends to review the quarterly dividend during the fourth quarter of each year, with a long-term objective of increasing the amount of the dividend. In addition, in 2018, we repurchased 831,704 common shares for an aggregate cost of $58.9 million. We expect the amount of capital we return to shareholders through share repurchases to vary depending on our financial condition and results of operations, capital structure, the amount of cash we deploy on acquisitions, expectations regarding the timing and size of acquisitions, the market price of our common shares, and overall market conditions. We cannot assure you as to the amounts or timing of future share repurchases or dividends. We have the ability under our Credit Agreement and master note purchase agreements to repurchase our common shares and pay dividends provided that we maintain specified financial ratios.

 

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Capital Position 

 

We target a leverage ratio, as defined in our Credit Agreement, of approximately 2.75x – 3.0x total debt to EBITDA.  The percentage increase in EBITDA in 2018 more than offset the percentage increase in debt in 2018; therefore, our leverage ratio decreased to 2.45x at December 31, 2018, from 2.53x at December 31, 2017.

 

Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements.  As described by the SEC, critical accounting estimates and assumptions are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on the financial condition or operating performance of a company.  Such critical accounting estimates and assumptions are applicable to our reportable segments.  Based on this definition, we believe the following are our critical accounting estimates.

 

Insurance liabilities .  We maintain insurance policies for automobile, general, employer’s, environmental, cyber, employment practices and directors’ and officers’ liability as well as for employee group health insurance, property insurance and workers’ compensation.  We carry umbrella policies for certain types of claims to provide excess coverage over the underlying policies and per incident deductibles or self-insured retentions.  Our insurance accruals are based on claims filed and estimates of claims incurred but not reported and are developed by our management with assistance from our third-party actuary and third-party claims administrator.  The insurance accruals are influenced by our past claims experience factors, which have a limited history, and by published industry development factors.  If we experience insurance claims or costs above or below our historically evaluated levels, our estimates could be materially affected.  The frequency and amount of claims or incidents could vary significantly over time, which could materially affect our self-insurance liabilities.  Additionally, the actual costs to settle the self-insurance liabilities could materially differ from the original estimates and cause us to incur additional costs in future periods associated with prior year claims. 

 

Income taxes .  Deferred income tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.  If our judgment and estimates concerning assumptions made in calculating our expected future income tax rates are incorrect, our deferred income tax assets and liabilities would change.  Based on our deferred income tax liability balance at December 31, 2018, each 0.1 percentage point change to our expected future income tax rates would change our deferred income tax liability balance and income tax expense by approximately $2.8 million.

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act made broad and complex changes to the U.S. tax code that affected 2017, including, but not limited to, (1) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years and (2) bonus depreciation that will allow for full expensing of qualified property.

 

The Tax Act also established new tax laws that affected years beginning after December 31, 2017, including, but not limited to, (1) a reduction of the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) elimination of the corporate alternative minimum tax; (3) the creation of the base erosion anti-abuse tax, which acts similar to a new minimum tax; (4) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (5) a new provision designed to tax global intangible low-taxed income, which allows for the possibility of using foreign tax credits, or FTCs, and a deduction of up to 50 percent to offset the income tax liability (subject to some limitations); (6) a new limitation on deductible interest expense; (7) limitations on the deductibility of certain executive compensation; (8) bonus depreciation that allows for full expensing of qualified property; and (9) limitations on net operating losses.

 

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, or SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

 

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In connection with our analysis of the Tax Act, we recorded a discrete net income tax benefit of $269.8 million in the year ended December 31, 2017. This net income tax benefit was primarily the result of the reduction to the corporate income tax rate. Additionally, the Tax Act’s one-time deemed repatriation transition tax, or the Transition Tax, on certain unrepatriated earnings of non-U.S. subsidiaries is a tax on previously untaxed accumulated and current earnings and profits of certain of our non-U.S. subsidiaries. To determine the amount of the Transition Tax, we had to determine, in addition to other factors, the amount of post-1986 earnings and profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. We were able to make a reasonable estimate of the Transition Tax and recorded a provisional Transition Tax obligation of $1.0 million for the year ended December 31, 2017. The Transition Tax, which has now been determined to be complete, resulted in a total Transition Tax obligation of $0.7 million, with a corresponding adjustment of $0.3 million to income tax expense for the year ended December 31, 2018. Further, as it relates to our policy regarding the accounting for the tax impacts of global intangible low-taxed income, we have elected to record the tax impacts as period costs.

 

Additionally, in conjunction with the Tax Act, we recorded a provisional deferred income tax expense of $62.4 million for the year ended December 31, 2017 associated with a portion of our U.S. earnings no longer permanently reinvested. During the year ended December 31, 2018, we recorded a deferred income tax expense of $6.4 million associated with refinements to the prior year estimate as a measurement period adjustment pursuant to SAB 118.  This resulted in total deferred income tax expense of $68.8 million which has now been determined to be complete.

 

Accounting for landfills .  We recognize landfill depletion expense as airspace of a landfill is consumed.  Our landfill depletion rates are based on the remaining disposal capacity at our landfills, considering both permitted and probable expansion airspace.  We calculate the net present value of our final capping, closure and post-closure commitments by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit-adjusted risk-free rate.  Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting current market conditions.  Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated.  This policy results in our final capping, closure and post-closure liabilities being recorded in “layers.”  The resulting final capping, closure and post-closure obligations are recorded on the consolidated balance sheet along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.  Interest is accreted on the recorded liability using the corresponding discount rate.  The accounting methods discussed below require us to make certain estimates and assumptions.  Changes to these estimates and assumptions could have a material effect on our financial condition and results of operations.  Any changes to our estimates are applied prospectively. 

 

Landfill development costs .  Landfill development costs include the costs of acquisition, construction associated with excavation, liners, site berms, groundwater monitoring wells, gas recovery systems and leachate collection systems.  We estimate the total costs associated with developing each landfill site to its final capacity.  Total landfill costs include the development costs associated with expansion airspace.  Expansion airspace is described below.  Landfill development costs depend on future events and thus actual costs could vary significantly from our estimates.  Material differences between estimated and actual development costs may affect our cash flows by increasing our capital expenditures and thus affect our results of operations by increasing our landfill depletion expense. 

 

Final capping, closure and post-closure obligations .  We accrue for estimated final capping, closure and post-closure maintenance obligations at the landfills we own, and the landfills that we operate, but do not own, under life-of-site agreements.  We could have additional material financial obligations relating to final capping, closure and post-closure costs at other disposal facilities that we currently own or operate or that we may own or operate in the future.  Our discount rate assumption for purposes of computing 2018 and 2017 “layers” for final capping, closure and post-closure obligations was 4.75% for both years, which reflects our long-term credit adjusted risk free rate as of the end of both 2017 and 2016.  Our inflation rate assumption was 2.5% for the years ended December 31, 2018 and 2017.  Significant reductions in our estimates of the remaining lives of our landfills or significant increases in our estimates of the landfill final capping, closure and post-closure maintenance costs could have a material adverse effect on our financial condition and results of operations.  Additionally, changes in regulatory or legislative requirements could increase our costs related to our landfills, resulting in a material adverse effect on our financial condition and results of operations. 

 

We own two landfills for which the prior owner is obligated to reimburse us for certain costs we incur for final capping, closure and post-closure activities on the portion of the landfills utilized by the prior owner.  We accrue the prior owner’s portion of the final capping, closure and post-closure obligation within the balance sheet classification of Other long-term liabilities, and a corresponding receivable from the prior owner in long-term Other assets.  

 

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Disposal capacity .  Our internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at our landfills.  Our landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills that we own and at landfills that we operate, but do not own, under life-of-site agreements.  Our landfill depletion rate is based on the term of the operating agreement at our operated landfill that has capitalized expenditures.  Expansion airspace consists of additional disposal capacity being pursued through means of an expansion that has not yet been permitted.  Expansion airspace that meets the following criteria is included in our estimate of total landfill airspace:  

 

1) whether the land where the expansion is being sought is contiguous to the current disposal site, and we either own the expansion property or have rights to it under an option, purchase, operating or other similar agreement; 
2) whether total development costs, final capping costs, and closure/post-closure costs have been determined; 
3) whether internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial and operational impact; 
4) whether internal personnel or external consultants are actively working to obtain the necessary approvals to obtain the landfill expansion permit; and
5) whether we consider it probable that we will achieve the expansion (for a pursued expansion to be considered probable, there must be no significant known technical, legal, community, business or political restrictions or similar issues existing that we believe are more likely than not to impair the success of the expansion).

 

We may be unsuccessful in obtaining permits for expansion disposal capacity at our landfills.  In such cases, we will charge the previously capitalized development costs to expense.  This will adversely affect our operating results and cash flows and could result in greater landfill depletion expense being recognized on a prospective basis. 

 

We periodically evaluate our landfill sites for potential impairment indicators.  Our judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions and operational performance of our landfills.  Future events could cause us to conclude that impairment indicators exist and that our landfill carrying costs are impaired.  Any resulting impairment loss could have a material adverse effect on our financial condition and results of operations. 

 

Goodwill and indefinite-lived intangible assets testing .  Goodwill and indefinite-lived intangible assets are tested for impairment on at least an annual basis in the fourth quarter of the year.  In addition, we evaluate our reporting units for impairment if events or circumstances change between annual tests indicating a possible impairment.  Examples of such events or circumstances include, but are not limited to, the following: 

 

· a significant adverse change in legal factors or in the business climate; 
· an adverse action or assessment by a regulator; 
· a more likely than not expectation that a segment or a significant portion thereof will be sold; 
· the testing for recoverability of a significant asset group within the segment; or
· current period or expected future operating cash flow losses. 

 

We elected to early adopt the guidance issued by the Financial Accounting Standards Board, or FASB, “Simplifying the Test for Goodwill Impairment” on January 1, 2017. The new guidance removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. As such, the impairment analysis is only one step. In this step, we estimate the fair value of each of our reporting units, which consisted of testing our five geographic solid waste operating segments and our E&P segment at December 31, 2016 and our five geographic solid waste operating segments at December 31, 2017 and 2018, using discounted cash flow analyses, which require significant assumptions and estimates about the future operations of each reporting unit.  We did not test our E&P segment for goodwill impairment at December 31, 2017 and 2018 because the carrying value of its goodwill was $0. We compare the fair value of each reporting unit to the carrying value of its net assets.  If the fair value of a reporting unit is greater than the carrying value of the net assets, including goodwill, assigned to the reporting unit, then no impairment results.  If the fair value is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. In testing indefinite-lived intangible assets for impairment, we compare the estimated fair value of each indefinite-lived intangible asset to its carrying value.  If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment charge would be recorded to earnings in our Consolidated Statements of Net Income. 

 

Significant judgments inherent in these analyses include the determination of appropriate discount rates, the amount and timing of expected future cash flows and growth rates.  In assessing the reasonableness of our determined fair values of our reporting units, we evaluate our results against our current market capitalization.  For our impairment testing of our solid waste geographic operating segments for the year ended December 31, 2018, we determined that the indicated fair value of our reporting units exceeded their carrying value by approximately 85% on average and, therefore, we did not record an impairment charge.  The detailed results of our 2016, 2017 and 2018 impairment tests are described in Note 1 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

 

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For our annual impairment analysis of our E&P segment for the year ended December 31, 2016, we performed our Step 1 assessment of our E&P segment. The Step 1 assessment involved measuring the recoverability of goodwill by comparing the E&P segment’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value was estimated using an income approach employing a discounted cash flow, or DCF, model. The DCF model incorporated projected cash flows over a forecast period based on the remaining estimated lives of the operating locations comprising the E&P segment. This was based on a number of key assumptions, including, but not limited to, a discount rate of 12%, annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas E&P activity during the forecast period, gross margins based on estimated operating expense requirements during the forecast period and estimated capital expenditures over the forecast period, all of which were classified as Level 3 in the fair value hierarchy. As a result of the Step 1 assessment, we determined that the E&P segment did not pass the Step 1 test because the carrying value exceeded the estimated fair value of the reporting unit. We then performed the Step 2 test to determine the fair value of goodwill for our E&P segment. Based on the Step 1 and Step 2 analyses, we did not record an impairment charge to our E&P segment as a result of our goodwill impairment test during the year ended December 31, 2016; however, the results of our annual impairment testing indicated that the carrying value of our E&P segment exceeded its fair value by more than $77.3 million, which was the carrying value of goodwill at our E&P segment at December 31, 2016. Upon adopting this accounting guidance in the first quarter of 2017, we performed an updated impairment test for our E&P segment. The impairment test involved measuring the recoverability of goodwill by comparing the E&P segment’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value was estimated using an income approach employing a DCF model. The DCF model incorporated projected cash flows over a forecast period based on the remaining estimated lives of the operating locations comprising the E&P segment. This was based on a number of key assumptions, including, but not limited to, a discount rate of 11.7%, annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas exploration and production activity during the forecast period, gross margins based on estimated operating expense requirements during the forecast period and estimated capital expenditures over the forecast period, all of which were classified as Level 3 in the fair value hierarchy. The impairment test showed the carrying value of the E&P segment continued to exceed its fair value by an amount in excess of the carrying amount of goodwill, or $77.3 million. Therefore, we recorded an impairment charge of $77.3 million, consisting of the carrying amount of goodwill at our E&P segment at January 1, 2017, to Impairments and other operating charges in the Consolidated Statements of Net Income during the year ended December 31, 2017.

 

Additionally, we evaluated the recoverability of the E&P segment’s indefinite-lived intangible assets (other than goodwill) by comparing the estimated fair value of each indefinite-lived intangible asset to its carrying value. We estimated the fair value of the indefinite-lived intangible assets using an excess earnings approach. Based on the result of the recoverability test during the years ended December 31, 2017 and 2018, we did not record an impairment charge. Based on the results of the recoverability test during the year ended December 31, 2016, we determined that the carrying values of certain indefinite-lived intangible assets within the E&P segment exceeded their fair values and were therefore not recoverable. We recorded an impairment charge to Impairments and other operating items in the Consolidated Statements of Net Income on certain indefinite-lived intangible assets within our E&P segment of $156,000 during the year ended December 31, 2016.

 

Business Combination Accounting .  We recognize, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values. We measure and recognize goodwill as of the acquisition date as the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of our previously held equity interest in the acquiree (if any), over (b) the fair value of net assets acquired and liabilities assumed. At the acquisition date, we measure the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies.  We measure the fair values of all noncontractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability. 

 

General 

 

Our revenues consist mainly of fees we charge customers for collection, transfer, recycling and disposal of non-hazardous solid waste and treatment, recovery and disposal of non-hazardous E&P waste.

 

Our solid waste collection business involves the collection of waste from residential, commercial and industrial customers for transport to transfer stations, or directly to landfills or recycling centers. Solid waste collection services include both recurring and temporary customer relationships. The services are performed under service agreements, municipal contracts or franchise agreements with governmental entities. Our existing franchise agreements and most of our existing municipal contracts give us the exclusive right to provide specified waste services in the specified territory during the contract term. These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one to three years in duration, although some exclusive franchises are for significantly longer periods. Residential collection services are also provided on a subscription basis with individual households.

 

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The fees received for collection services are based primarily on the market, collection frequency and level of service, route density, type and volume , or weight of the waste collected, type of equipment and containers furnished, the distance to the disposal or processing facility, the cost of disposal or processing, and prices charged by competitors for similar services.

 

The terms of our contracts sometimes limit our ability to pass on price increases. Long-term solid waste collection contracts often contain a formula, generally based on a published price index, that automatically adjusts fees to cover increases in some, but not all, operating costs, or that limit increases to less than 100% of the increase in the applicable price index.

 

Revenue at landfills is primarily generated by charging tipping fees on a per ton and/or per yard basis to third parties based on the volume disposed and the nature of the waste.

 

Revenue at transfer stations is primarily generated by charging tipping or disposal fees on a per ton and/or per yard basis. The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility and the cost of disposal.

 

Many of our landfill and transfer station customers have entered into one to ten year disposal contracts with us, most of which provide for annual indexed price increases.

 

Our revenues from E&P waste services are primarily generated through the treatment, recovery and disposal of non-hazardous exploration and production waste from vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity, as well as other services including closed loop collection systems, the transportation of waste to the disposal facility in certain markets and the sale of recovered products. E&P activity varies across market areas that are tied to the natural resource basins in which the drilling activity occurs and reflects the regulatory environment, pricing and disposal alternatives available in any given market.

 

Our revenues from recycling services are generated by offering residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals. The Company owns recycling operations and markets collected recyclable materials to third parties for processing before resale. In certain instances, the Company issues recycling rebates to municipal or commercial customers, which can be based on the price it receives upon the sale of recycled commodities, a fixed contractual rate or other measures. The Company also receives rebates when it disposes of recycled commodities at third-party facilities.

 

Other revenues consist primarily of the sale of gas generated from our MSW landfills and revenues from intermodal services. Intermodal revenue is primarily generated through providing intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. The fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination. 

 

No single contract or customer accounted for more than 10% of our total revenues at the consolidated or reportable segment level during the periods presented.  The following table disaggregates our revenue by service line for the periods indicated (dollars in thousands of U.S. dollars).

 

    Years Ended December 31,  
    2018     2017     2016  
Commercial   $ 1,452,831     $ 1,343,590     $ 969,619  
Residential     1,189,148       1,130,842       874,228  
Industrial and construction roll off     768,687       707,015       515,966  
Total collection     3,410,666       3,181,447       2,359,813  
Landfill     1,063,242       988,092       759,586  
Transfer     670,129       589,883       395,824  
Recycling     92,634       161,730       92,456  
E&P     256,262       203,473       132,286  
Intermodal and other     139,896       146,749       106,363  
Intercompany     (709,888 )     (640,886 )     (470,465 )
Total   $ 4,922,941     $ 4,630,488     $ 3,375,863  

 

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Cost of operations includes labor and benefits, tipping fees paid to third-party disposal facilities, vehicle and equipment maintenance, workers’ compensation, vehicle and equipment insurance, insurance and employee group health claims expense, third-party transportation expense, fuel, the cost of materials we purchase for recycling, district and state taxes and host community fees and royalties.  Our significant costs of operations in 2018 were labor, third-party disposal and transportation, vehicle and equipment maintenance, taxes and fees, insurance and fuel.  We use a number of programs to reduce overall cost of operations, including increasing the use of automated routes to reduce labor and workers’ compensation exposure, utilizing comprehensive maintenance and health and safety programs, and increasing the use of transfer stations to further enhance internalization rates.  We carry insurance for automobile liability, general liability, employer’s liability, environmental liability, cyber liability, employment practices liability and directors’ and officers’ liability as well as for employee group health claims, property and workers’ compensation.  If we experience insurance claims or costs above or below our historically evaluated levels, our estimates could be materially affected. 

 

Selling, general and administrative, or SG&A, expense includes management, sales force, clerical and administrative employee compensation and benefits, legal, accounting and other professional services, acquisition expenses, bad debt expense and rent expense for our administrative offices. 

 

Depreciation expense includes depreciation of equipment and fixed assets over their estimated useful lives using the straight-line method.  Depletion expense includes depletion of landfill site costs and total future development costs as remaining airspace of the landfill is consumed.  Remaining airspace at our landfills includes both permitted and probable expansion airspace.  Amortization expense includes the amortization of finite-lived intangible assets, consisting primarily of long-term franchise agreements and contracts, customer lists and non-competition agreements, over their estimated useful lives using the straight-line method.  Goodwill and indefinite-lived intangible assets, consisting primarily of certain perpetual rights to provide solid waste collection and transportation services in specified territories, are not amortized. 

 

We capitalize some third-party expenditures related to development projects, such as legal and engineering.  We expense all third-party and indirect acquisition costs, including third-party legal and engineering expenses, executive and corporate overhead, public relations and other corporate services, as we incur them.  We charge against net income any unamortized capitalized expenditures and advances (net of any portion that we believe we may recover, through sale or otherwise) that may become impaired, such as those that relate to any operation that is permanently shut down and any landfill development project that we believe will not be completed.  We routinely evaluate all capitalized costs, and expense those related to projects that we believe are not likely to succeed.  For example, if we are unsuccessful in our attempts to obtain or defend permits that we are seeking or have been awarded to operate or expand a landfill, we will no longer generate anticipated income from the landfill and we will be required to expense in a future period up to the carrying value of the landfill or expansion project, less the recoverable value of the property and other amounts recovered.  

 

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Results of Operations 

 

The following table sets forth items in our Consolidated Statements of Net Income in thousands of U.S. dollars and as a percentage of revenues for the periods indicated: 

 

    Years Ended December 31,  
    2018     % of Revenues     2017     % of Revenues     2016     % of Revenues  
Revenues   $ 4,922,941       100.0 %   $ 4,630,488       100.0 %   $ 3,375,863       100.0 %
Cost of operations     2,865,704       58.2       2,704,775       58.4       1,957,712       58.0  
Selling, general and administrative     524,388       10.7       509,638       11.0       474,263       14.0  
Depreciation     572,708       11.6       530,187       11.5       393,600       11.7  
Amortization of intangibles     107,779       2.2       102,297       2.2       70,312       2.1  
Impairments and other operating items     20,118       0.4       156,493       3.4       27,678       0.8  
Operating income     832,244       16.9       627,098       13.5       452,298       13.4  
                                                 
Interest expense     (132,104 )     (2.7 )     (125,297 )     (2.7 )     (92,709 )     (2.7 )
Interest income     7,170       0.2       5,173       0.1       602       0.0  
Other income, net     1,263       0.0       3,736       0.1       53       0.0  
Foreign currency transaction gain (loss)     (1,433 )     (0.0 )     (2,200 )     (0.0 )     1,121       0.0  
Income tax (provision) benefit     (159,986 )     (3.3 )     68,910       1.5       (114,044 )     (3.4 )
Net income     547,154       11.1       577,420       12.5       247,321       7.3  
Net loss attributable to noncontrolling interests     (283 )     (0.0 )     (603 )     (0.0 )     (781 )     (0.0 )
Net income attributable to Waste Connections   $ 546,871       11.1 %   $ 576,817       12.5 %   $ 246,540       7.3 %

 

Years Ended December 31, 2018 and 2017

 

Revenues .  Total revenues increased $292.4 million, or 6.3%, to $4.923 billion for the year ended December 31, 2018, from $4.630 billion for the year ended December 31, 2017.

 

During the year ended December 31, 2018, incremental revenue from acquisitions closed during, or subsequent to, the year ended December 31, 2017, increased revenues by approximately $221.5 million.  

 

Operations that were divested in 2018 decreased revenues by approximately $68.3 million for the year ended December 31, 2018.

 

During the year ended December 31, 2018, the net increase in prices charged to our customers at our existing operations was $188.6 million, consisting of $172.2 million of core price increases and $16.4 million from surcharges due primarily to an increase in the market price of diesel fuel.

 

During the year ended December 31, 2018, volume decreases in our existing business decreased solid waste revenues by $26.7 million as the net impact of lower landfill special waste volumes in certain segments, not renewing certain lower margin municipal contracts and commercial service agreements acquired with the Progressive Waste acquisition and declines in transfer station volumes in our New York City market due to reduced inbound waste from the New York Department of Sanitation exceeded increased collection volumes and increased landfill municipal solid waste volumes in our Western segment and increased roll off volumes and landfill special waste volumes in our Central segment.

 

E&P revenues at facilities owned and fully-operated during the year ended December 31, 2018 increased by $52.6 million, due to higher average crude oil and natural gas prices during the current year increasing drilling activity and E&P disposal volumes at the majority of our sites.

 

An increase in the average Canadian dollar to U.S. dollar currency exchange rate resulted in an increase in revenues of $0.2 million for the year ended December 31, 2018. The average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were 0.7714 and 0.7713 in the years ended December 31, 2018 and 2017, respectively.

 

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Revenues from sales of recyclable commodities at facilities owned during the years ended December 31, 2018 and 2017 decreased $66.3 million, due primarily to decreased prices for old corrugated cardboard and other fiber products resulting from a reduction in overseas demand.

 

Other revenues decreased by $9.2 million during the year ended December 31, 2018 due primarily to a decrease in intermodal revenues resulting from customer losses causing a reduction in cargo volume, partially offset by an increase in landfill gas sales at our Canada and Southern segments.

 

Cost of Operations .  Total cost of operations increased $160.9 million, or 5.9%, to $2.866 billion for the year ended December 31, 2018, from $2.705 billion for the year ended December 31, 2017. The increase was primarily the result of $139.5 million of operating costs from acquisitions closed during, or subsequent to, the year ended December 31, 2017, an increase in operating costs at our existing operations of $69.5 million, assuming foreign currency parity, and an increase of $0.2 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods, partially offset by a decrease in operating costs of $48.3 million at operations divested during, or subsequent to, the year ended December 31, 2017.

 

The increase in operating costs at our existing operations of $69.5 million for the year ended December 31, 2018, assuming foreign currency parity, was comprised of an increase in taxes on revenues of $27.5 million due primarily to higher tax rates under our new operating permit at Chiquita Canyon Landfill and increased revenues in our E&P and solid waste markets, an increase in labor expenses of $25.5 million due primarily to employee pay rate increases, an increase in diesel fuel expense of $12.3 million due to increases in the market price of diesel fuel, an increase in third-party trucking and transportation expenses of $9.6 million due primarily to higher internalized disposal of collected waste volumes at our Eastern segment and increased rates charged by third parties to provide trucking and transportation services for all of our segments, increased leachate disposal expenses of $6.3 million due to increased precipitation generating higher leachate volumes in our Eastern segment, an increase in subcontracted operating expenses of $5.3 million due primarily to subcontracting certain operating activities at our E&P segment and a landfill operating contract, an increase in property taxes of $2.8 million due primarily to the reassessment of certain property acquired in the Progressive Waste acquisition and the recognition of tax credits in the prior year that did not recur in the current year, an increase in employee benefits expenses of $2.4 million due primarily to transferring retained Progressive Waste employees onto the Waste Connections benefits program, which provides increased benefits to the employees, an increase in cell processing expenses at our E&P segment of $1.8 million due primarily to increased disposal volumes and $0.2 million of other net expense increases, partially offset by a $7.8 million decrease in third party disposal expenses due to improved internalization of waste collected in certain markets acquired in the Progressive Waste and Groot acquisitions, a decrease in expenses associated with the purchase of recyclable commodities of $5.7 million due to decreased recyclable commodity values, a decrease in insurance premium expense of $3.9 million due primarily to transferring the operating locations acquired in the acquisition of Groot onto our insurance program and changes to the insurance program at our Canada segment, a decrease of $3.5 million from nonrecurring prior year incremental labor and repair expenses resulting from hurricanes impacting our Texas, Louisiana and Florida operations in 2017 and the recognition during the year ended December 31, 2018 of $3.3 million in retroactive tax credits associated with 2017 purchases of compressed natural gas fuel.

 

Cost of operations as a percentage of revenues decreased 0.2 percentage points to 58.2% for the year ended December 31, 2018, from 58.4% for the year ended December 31, 2017. The components of the decrease consisted of a 0.5 percentage point decrease from increased internalization of collected waste volumes and a 0.2 percentage point decrease from lower expenses associated with the purchase of recyclable commodities, partially offset by a 0.5 percentage point increase from higher taxes on revenues.

 

SG&A .  SG&A expenses increased $14.8 million, or 2.9%, to $524.4 million for the year ended December 31, 2018, from $509.6 million for the year ended December 31, 2017.  The increase was comprised of $15.3 million of additional SG&A expenses from operating locations at acquisitions closed during, or subsequent to, the year ended December 31, 2017 and a $4.7 million increase in SG&A expenses at our existing operations, partially offset by a decrease of $5.2 million consisting of SG&A expenses from operations divested during, or subsequent to, the year ended December 31, 2017.

 

The increase in SG&A expenses at our existing operations of $4.7 million for the year ended December 31, 2018 was comprised of an increase of $16.6 million in professional fees expense resulting primarily from higher legal expenses, an increase in equity-based compensation expenses of $6.2 million associated with our annual recurring grant of restricted share units to our personnel, an increase of $5.0 million in equity-based compensation expenses associated with adjusting common shares of Waste Connections, Inc. held in our deferred compensation plan by certain key executives to fair value as a result of the shares being exchanged for other investment options and an increase in direct acquisition expenses of $2.9 million due to increased acquisition activity, partially offset by a decrease of $10.7 million in integration-related professional fees and severance-related expenses incurred in the prior year period for Progressive Waste personnel who were not permanently retained as employees of the Company following the close of the Progressive Waste acquisition, a decrease in share-based compensation expenses of $9.3 million due primarily to less share price volatility and fewer outstanding shares in the current period for equity awards accounted for as liabilities that were granted to employees of Progressive Waste prior to June 1, 2016 which are subject to valuation adjustments each period based on changes in fair value, a decrease in deferred compensation expenses of $4.3 million as a result of decreases in the market value of investments to which employee deferred compensation liability balances are tracked, a decrease in accrued recurring cash incentive compensation expense to our management of $1.1 million due to decreased solid waste volumes and reduced revenue for recyclable commodities resulting in a lower achievement of interim financial targets during the year ended December 31, 2018 and $0.6 million of other net expense decreases.

 

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SG&A expenses as a percentage of revenues decreased 0.3 percentage points to 10.7% for the year ended December 31, 2018, from 11.0% for the year ended December 31, 2017. The decrease as a percentage of revenues consisted of a 0.2 percentage point decrease due to reduced share-based compensation expense from the continuation of awards granted to Progressive Waste employees prior to the completion of the Progressive Waste acquisition, a 0.2 percentage point decrease from integration-related professional fees and severance-related expenses resulting from the acquisition of Progressive Waste, a 0.1 percentage point decrease due to reductions in employee deferred compensation liability obligations, a 0.1 percentage point decrease due to reduced accrued recurring cash incentive compensation expense to our management and a 0.1 percentage point decrease in all other net changes, partially offset by a 0.3 percentage point increase from higher professional fees expenses and a 0.1 percentage point increase from equity-based compensation expenses associated with the exchange of shares held in our deferred compensation plan.

 

Depreciation .  Depreciation expense increased $42.5 million, or 8.0%, to $572.7 million for the year ended December 31, 2018, from $530.2 million for the year ended December 31, 2017.  The increase was primarily the result of additional depreciation and depletion expense of $28.2 million from acquisitions closed during, or subsequent to, the year ended December 31, 2017 and an increase in depreciation expense of $17.7 million associated with additions to our fleet and equipment purchased to support our existing operations, partially offset by a decrease of $2.9 million resulting from the disposal of property and equipment associated with operations divested during, or subsequent to, the year ended December 31, 2017 and a decrease in depletion expense of $0.5 million at our existing landfills due primarily to declines in special waste volumes.

 

Depreciation expense as a percentage of revenues increased 0.1 percentage points to 11.6% for the year ended December 31, 2018, from 11.5% for the year ended December 31, 2017. The increase as a percentage of revenues was due primarily to the impact of depreciation expense associated with acquisitions and additions to our fleet and equipment purchased to support our existing operations.

 

Amortization of Intangibles .  Amortization of intangibles expense increased $5.5 million, or 5.4% to $107.8 million for the year ended December 31, 2018, from $102.3 million for the year ended December 31, 2017. The increase was the result of $10.7 million from intangible assets acquired in acquisitions closed during, or subsequent to, the year ended December 31, 2017, partially offset by a decrease of $4.8 million from certain intangible assets becoming fully amortized subsequent to December 31, 2017 and a decrease of $0.4 million resulting from the disposal of intangible assets with operations divested during, or subsequent to, the year ended December 31, 2017.

 

Amortization expense as a percentage of revenues was 2.2% for the years ended December 31, 2018 and 2017.

 

Impairments and Other Operating Items . Impairments and other operating items decreased $136.4 million, to net losses totaling $20.1 million for the year ended December 31, 2018, from net losses totaling $156.5 million for the year ended December 31, 2017.

 

The net losses of $20.1 million recorded during the year ended December 31, 2018 consisted of an $11.0 million charge recorded for the potential settlement of a final judgment obtained against Progressive Waste Solutions of FL, Inc., now known as Waste Connections of Florida, Inc., $8.5 million of losses on trucks and equipment that were scrapped, disposed of through sales or disposed of as a result of being damaged in operations, $3.8 million of charges to write off the carrying cost of certain contracts that were not expected to be renewed prior to their original estimated termination date and $2.8 million of other net charges, partially offset by the reversal of $6.0 million of expenses recognized in prior periods to adjust the carrying cost of assets held for disposal to fair market value due to modifications to our divestiture plan and changes in the fair market value of the divested operations.

 

The net losses of $156.5 million recorded during the year ended December 31, 2017 consisted of a goodwill impairment charge of $77.3 million at our E&P segment resulting from our early adoption of a new accounting standard on January 1, 2017 which required the recognition of goodwill impairment by the amount which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill, $34.5 million of net expense charges to adjust the carrying cost of assets held for disposal to fair market value, an $18.0 million expense charge to increase the fair value of amounts payable under liability-classified contingent consideration arrangements from acquisitions closed in periods prior to 2016, an $11.0 million charge associated with the impairment of costs capitalized in prior periods associated with a project to develop a new landfill in our Central segment that we are no longer pursuing, $11.0 million of charges to terminate or write off the carrying cost of certain contracts, primarily acquired from the Progressive Waste acquisition, that were not, or are not expected to be, renewed prior to their original estimated termination date and $7.8 million of losses on property and equipment that were disposed of through sales or as a result of being damaged in operations, partially offset by net gains of $3.1 million from the divestiture of operations not classified as held for disposal in prior periods.

 

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Operating Income .  Operating income increased $205.1 million, or 32.7%, to $832.2 million for the year ended December 31, 2018, from $627.1 million for the year ended December 31, 2017.  The increase was primarily attributable to operating income generated from acquisitions, gross margins recognized on E&P volume growth and a decrease in impairments and other operating charges.

 

Operating income as a percentage of revenues increased 3.4 percentage points to 16.9% for the year ended December 31, 2018, from 13.5% for the year ended December 31, 2017.  The increase as a percentage of revenues was comprised of a 3.0 percentage point decrease in impairments and other operating items, a 0.2 percentage point decrease in cost of operations and a 0.3 percentage point decrease in SG&A expense, partially offset by a 0.1 percentage point increase in depreciation expense.

 

Interest Expense .  Interest expense increased $6.8 million, or 5.4%, to $132.1 million for the year ended December 31, 2018, from $125.3 million for the year ended December 31, 2017. The increase was primarily attributable to an increase of $6.6 million due to higher interest rates on outstanding borrowings under our Credit Agreement, an increase of $4.2 million from the April 2017 issuance of our 2017A Senior Notes and an increase of $2.6 million from the November 2018 issuance of our 2028 Senior Notes, partially offset by a decrease of $3.7 million due to a decrease in the average borrowings outstanding under our Credit Agreement, a decrease of $1.5 million from the redemption of our 2018 Senior Notes using proceeds from our Credit Agreement and $1.4 million of other net decreases.

 

Interest Income .  Interest income increased $2.0 million, to $7.2 million for the year ended December 31, 2018, from $5.2 million for the year ended December 31, 2017. The increase was primarily attributable to higher reinvestment rates in the current period, partially offset by lower average cash balances.

 

Other Income .  Other income decreased $2.4 million, to $1.3 million for the year ended December 31, 2018, from $3.7 million for the year ended December 31, 2017. The decrease was due primarily to a $4.5 million decrease in income earned on investments purchased to fund our employee deferred compensation obligations and $0.2 million of other net losses, partially offset by $2.3 million of current year adjustments to reduce the balances of certain accrued liabilities acquired in prior year acquisitions.

 

Foreign currency transaction gain (loss) .  Foreign currency transaction gain (loss) decreased $0.8 million to a loss of $1.4 million for the year ended December 31, 2018, from a loss of $2.2 million for the year ended December 31, 2017. The decrease was attributable to changes in the average foreign currency exchange rate in effect during the comparable reporting periods impacting our third party debt denominated in Canadian dollars and our inter-entity financing arrangements.

 

Income Tax (Provision) Benefit .  Income taxes increased $228.9 million, to an expense total of $160.0 million for the year ended December 31, 2018, from a benefit total of $68.9 million for the year ended December 31, 2017. Our effective tax expense rate for the year ended December 31, 2018 was 22.6%. Our effective tax benefit rate for the year ended December 31, 2017 was 13.6%.

 

The income tax provision for the year ended December 31, 2018 included a $6.4 million expense primarily associated with refinements to the estimates, as provided by Staff Accounting Bulletin No. 118, of the impact of a portion of the Company’s U.S. earnings no longer permanently reinvested in conjunction with the Tax Act.  Additionally, the income tax provision for the year ended December 31, 2018 included a $5.6 million expense associated with the restructuring of our internal refinancing in conjunction with the Tax Act, as well as a $3.1 million benefit related to a reduction in our deferred income tax liabilities resulting from state legislation enacted in the current year and changes in our geographical apportionment due to acquisition activity.  Additionally, the income tax provision for the year ended December 31, 2018 included a benefit of $5.0 million from share-based payment awards being recognized in the income statement when settled.

 

During the year ended December 31, 2017, we recorded a $269.8 million income tax benefit primarily resulting from the reduction to the corporate income tax rate due to the enactment of the Tax Act.  Additionally, we recorded income tax expense of $62.4 million during the year ended December 31, 2017 due to a portion of our U.S. earnings no longer permanently reinvested. Our adoption of a new accounting standard in January 2017, which requires the excess tax benefits associated with equity-based compensation arrangements to be recognized in the income statement when the awards are settled, whereas previously the tax benefits in excess of compensation cost were recorded in equity, resulted in recording a $6.9 million income tax benefit during the year ended December 31, 2017. Further, the impairment of goodwill within our E&P segment and disposal of goodwill from the divestitures of certain operations resulted in the write off of goodwill that was not deductible for tax purposes totaling $30.8 million during the year ended December 31, 2017, increasing our income tax expense by $11.8 million. During the year ended December 31, 2017, income tax expense was increased by $3.8 million primarily as a result of an increase in the state income tax rate in Illinois.

 

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Our effective tax rate is dependent upon the proportion of pre-tax income among the jurisdictions where we do business.  As such, our effective tax rate will be subject to some variability depending upon the proportional contribution of pre-tax income across jurisdictions in any period.

 

Years Ended December 31, 2017 and 2016

 

Revenues .  Total revenues increased $1.255 billion, or 37.2%, to $4.630 billion for the year ended December 31, 2017, from $3.376 billion for the year ended December 31, 2016.

 

During the year ended December 31, 2017, incremental revenue from acquisitions closed during, or subsequent to, the year ended December 31, 2016, increased revenues by approximately $1.059 billion, of which the Progressive Waste acquisition contributed $826.9 million.

 

Operations that were divested in 2017 decreased revenues by approximately $55.8 million for the year ended December 31, 2017.

 

During the year ended December 31, 2017, the net increase in prices charged to our customers at our existing operations was $100.0 million, consisting of $98.2 million of core price increases and $1.8 million from fuel, materials and environmental surcharges due primarily to an increase in the market price of diesel fuel.

 

During the year ended December 31, 2017, volume increases in our existing business increased solid waste revenues by $35.7 million from increases in roll off collection, transfer station volumes and landfill volumes resulting from increased construction and general economic activity in our markets, partially offset by declines in residential volumes resulting from certain contracts acquired with the Progressive Waste acquisition that were terminated subsequent to June 30, 2016 and declines in commercial volumes due to intentional losses of certain low margin commercial collection customers. E&P revenues at facilities owned and fully-operated during the year ended December 31, 2017 increased by $71.8 million, due to a partial recovery in crude oil prices increasing drilling activity and E&P disposal volumes at the majority of our sites, with the most significant increases in the Permian Basin and Louisiana.

 

An increase in the average Canadian dollar to U.S. dollar currency exchange rate resulted in an increase in revenues of $14.2 million for the year ended December 31, 2017. Our Canada segment was formed in conjunction with the Progressive Waste acquisition on June 1, 2016; therefore, Canadian dollar to U.S. dollar exchange rate changes did not impact our revenues or results of operations prior to June 1, 2016. The average Canadian dollar to U.S. dollar exchange rates were 0.7868 in the seven-month period from June to December 2017 and 0.7605 in the seven-month period from June to December 2016.

 

Revenues from sales of recyclable commodities at facilities owned during the year ended December 31, 2017 and 2016 increased $19.5 million, due primarily to the net impact of increased prices for recyclable commodities realized from January to August of 2017 overcoming the net impact of decreased prices for recyclable commodities realized from September to December of 2017. In September 2017, prices for recyclable commodities, primarily old corrugated cardboard, began to decline due to a reduction in overseas demand. 

 

Other revenues increased by $10.4 million during the year ended December 31, 2017, due primarily to an increase in landfill gas sales at our Canada segment of $9.5 million during the year ended December 31, 2017.

 

Cost of Operations .  Total cost of operations increased $747.1 million, or 38.2%, to $2.705 billion for the year ended December 31, 2017, from $1.958 billion for the year ended December 31, 2016. The increase was primarily the result of $503.7 million of operating costs from the Progressive Waste acquisition, $152.3 million of additional operating costs from all other acquisitions closed during, or subsequent to, the year ended December 31, 2016, an increase in operating costs at our existing operations of $125.3 million, assuming foreign currency parity, and an increase of $7.5 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods, partially offset by a decrease in operating costs of $41.7 million at operations divested in 2017.

 

The increase in operating costs at our existing operations of $125.3 million for the year ended December 31, 2017, assuming foreign currency parity, was comprised of an increase in labor expenses of $26.0 million due primarily to employee pay rate increases, an increase in taxes on revenues of $22.5 million due to increased revenues in our solid waste markets, an increase in truck, container, equipment and facility maintenance and repair expenses of $21.2 million due to variability in the timing and severity of major repairs, an increase in third-party trucking and transportation expenses of $19.8 million due to increased transfer station and landfill volumes that require us to transport the waste to our disposal sites, an increase in fuel expense of $10.3 million due to increases in the market price of diesel fuel, an increase in employee benefits expenses of $7.7 million due to increased severity of medical claims, an increase in expenses associated with the purchase of recyclable commodities of $4.8 million due to increased recyclable commodity values, an increase in expenses for auto and workers’ compensation claims of $4.0 million due to actuarial driven average claim rate increases resulting from the inclusion of historical Progressive Waste claim experience into rates for current year claims, an increase of $3.6 million from incremental labor and repair expenses resulting from hurricanes impacting our Texas, Louisiana and Florida operations, an increase in subcontracted operating expenses of $2.9 million due primarily to subcontracting certain operations in our E&P segment and increased subcontractor support for large solid waste projects, an increase in equipment rental expenses of $1.5 million primarily at our E&P segment to comply with regulatory requirements and $1.0 million of other net expense increases.

 

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Cost of operations as a percentage of revenues increased 0.4 percentage points to 58.4% for the year ended December 31, 2017, from 58.0% for the year ended December 31, 2016. The increase as a percentage of revenues consisted of a 0.9 percentage point increase from acquisitions closed during, or subsequent to, the year ended December 31, 2016 having operating margins lower than our company average, a 0.3 percentage point increase from higher taxes on revenues, a 0.2 percentage point increase from higher third party trucking and transportation expenses and a 0.2 percentage point increase from all other net changes, partially offset by a 0.6 percentage point decrease from increased internalization of collected waste volumes, primarily in our New York markets and a 0.6 percentage point decrease from leveraging existing personnel to support increases in solid waste and E&P volumes and the benefit of improved commodity prices.

 

SG&A .  SG&A expenses increased $35.3 million, or 7.5%, to $509.6 million for the year ended December 31, 2017, from $474.3 million for the year ended December 31, 2016. The increase was comprised of $61.2 million of SG&A expenses from operating locations acquired in the Progressive Waste acquisition, $16.9 million of additional SG&A expenses from operating locations at all other acquisitions closed during, or subsequent to, the year ended December 31, 2016 and an increase of $1.5 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods, partially offset by a $39.9 million decrease in SG&A expenses at our existing operations, assuming foreign currency parity, and a decrease of $4.4 million consisting of SG&A expenses from operations divested in 2017.

 

The decrease in SG&A expenses at our existing operations of $39.9 million for the year ended December 31, 2017, assuming foreign currency parity, was comprised of a decrease in direct acquisition costs of $27.7 million resulting from amounts incurred in the prior year period related to the Progressive Waste acquisition, a decrease of $21.3 million in integration-related professional fees and severance-related expenses incurred in the prior year period for Progressive Waste personnel who were not permanently retained as employees of New Waste Connections following the close of the Progressive Waste acquisition, a decrease of $14.5 million from New Waste Connections paying excise taxes in the prior year period on the unvested or vested and undistributed equity-compensation holdings of our corporate officers and members of our Board of Directors resulting from the Progressive Waste acquisition, a decrease of $11.8 million resulting from the nonrecurring prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the Progressive Waste acquisition, a decrease in share-based compensation expenses of $8.8 million related to awards granted to employees of Progressive Waste prior to June 1, 2016 for which vesting was accelerated in the prior year period due to plan provisions regarding a change in control followed by termination of employment and resulting from less outstanding shares in the current period which are subject to valuation adjustments each period based on changes in fair value and a decrease in equity-based compensation expenses of $2.3 million resulting from the acceleration of vesting in the prior year period of performance share units granted to Old Waste Connections’ management in 2014 and 2015, partially offset by an increase in payroll expenses of $10.5 million due to increased corporate headcount to support the operations of Progressive Waste and annual compensation increases, an increase in accrued recurring cash incentive compensation expense to our management of $7.5 million due to the achievement of interim financial targets during the year ended December 31, 2017 and the addition of accrued cash incentive compensation expense for the retained Progressive Waste employees, an increase in corporate travel, meetings and training expenses of $5.4 million resulting from the integration of employees of Progressive Waste into New Waste Connections, an increase in equity-based compensation expenses of $5.2 million associated with our annual recurring grant of restricted share units to our personnel, an increase in expenses for uncollectible accounts receivable of $3.9 million due primarily to the collection in 2016 of several large receivable balances that were written off as a doubtful account in a prior year and a contract dispute with an individual customer in the current year, an increase in employee benefits expenses of $3.1 million due to increased severity of medical claims, an increase in donations and community support expenses of $2.9 million primarily associated with financial support we have provided to individuals that were impacted by hurricanes in 2017, an increase in software license fees of $2.7 million to support our new payroll processing application and computer applications acquired in the Progressive Waste acquisition, an increase in deferred compensation expense of $2.1 million resulting from deferred compensation liabilities to employees increasing as a result of increases in the market value of investments to which employee deferred compensation balances are tracked, an increase in accounting and information technology professional fee expenses of $1.8 million due to increased support required as a result of growth from the Progressive Waste acquisition and an increase in employee relocation expenses of $1.4 million associated with corporate personnel added to support the additional administrative oversight resulting from the Progressive Waste acquisition.

 

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SG&A expenses as a percentage of revenues decreased 3.0 percentage points to 11.0% for the year ended December 31, 2017, from 14.0% for the year ended December 31, 2016. The decrease as a percentage of revenues consisted of a 0.9 percentage point decrease from the decrease in direct acquisition costs, a 0.7 percentage point decrease from integration-related professional fees and severance-related expenses related to Progressive Waste, a 0.6 percentage point decrease from the net impact of SG&A expenses from operating locations acquired in the Progressive Waste acquisition and all other acquisitions closed during, or subsequent to, the year ended December 31, 2016, a 0.4 percentage point decrease from excise taxes paid in the prior year period, a 0.4 percentage point decrease from the nonrecurring prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the Progressive Waste acquisition and a 0.3 percentage point decrease from share-based compensation expenses associated with awards granted to employees of Progressive Waste prior to June 1, 2016, partially offset by a net 0.3 percentage point increase from other changes.

 

Depreciation .  Depreciation expense increased $136.6 million, or 34.7%, to $530.2 million for the year ended December 31, 2017, from $393.6 million for the year ended December 31, 2016.  The increase was primarily the result of additional depreciation and depletion expense of $93.6 million from assets acquired in the Progressive Waste acquisition, additional depreciation and depletion expense of $18.8 million from all other acquisitions closed during, or subsequent to, the year ended December 31, 2016, an increase in depreciation expense of $13.4 million, assuming foreign currency parity, associated with additions to our fleet and equipment purchased to support our existing operations, an increase in depletion expense of $14.1 million, assuming foreign currency parity, at our existing landfills due primarily to an increase in volumes and an increase of $1.7 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods, partially offset by a decrease of $5.0 million resulting from the disposal of property and equipment associated with operations divested in 2017.

 

Depreciation expense as a percentage of revenues decreased 0.2 percentage points to 11.5% for the year ended December 31, 2017, from 11.7% for the year ended December 31, 2016. The decrease as a percentage of revenues was due primarily to the impact of leveraging existing property and equipment to support increases in our E&P revenue and revenue from the sale of recyclable commodities.

 

Amortization of Intangibles .  Amortization of intangibles expense increased $32.0 million, or 45.5% to $102.3 million for the year ended December 31, 2017, from $70.3 million for the year ended December 31, 2016. The increase was the result of $27.7 million recorded on contracts, customer lists and transfer station permits acquired in the Progressive Waste acquisition, a net increase of $8.8 million from other acquisitions closed in 2016 and 2017 and an increase of $0.6 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods, partially offset by a decrease of $3.8 million from certain intangible assets becoming fully amortized subsequent to December 31, 2016 and adjustments to the fair market values of intangible assets acquired in the Progressive Waste acquisition, which were recorded in the fourth quarter of 2016, resulting in a reduction to amortization expense subsequent to December 31, 2016 and a decrease of $1.3 million resulting from the disposal of intangible assets with operations divested in 2017.

 

Amortization expense as a percentage of revenues increased 0.1 percentage points to 2.2% for the year ended December 31, 2017, from 2.1% for the year ended December 31, 2016. The increase as a percentage of revenues was the result of the net impact of the aforementioned intangible assets acquired in the Progressive Waste acquisition and other acquisitions closed subsequent to December 31, 2016.

 

Impairments and Other Operating Items . Impairments and other operating items increased $128.8 million, to net losses totaling $156.5 million for the year ended December 31, 2017, from net losses totaling $27.7 million for the year ended December 31, 2016.

 

The net losses of $156.5 million recorded during the year ended December 31, 2017 consisted of a goodwill impairment charge of $77.3 million at our E&P segment resulting from our early adoption of a new accounting standard on January 1, 2017 which required the recognition of goodwill impairment by the amount which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill, $34.5 million of net expense charges to adjust the carrying cost of assets held for disposal to fair market value, an $18.0 million expense charge to increase the fair value of amounts payable under liability-classified contingent consideration arrangements from acquisitions closed in periods prior to 2016, an $11.0 million charge associated with the impairment of costs capitalized in prior periods associated with a project to develop a new landfill in our Central segment that we are no longer pursuing, $11.0 million of charges to terminate or write off the carrying cost of certain contracts, primarily acquired from the Progressive Waste acquisition, that were not, or are not expected to be, renewed prior to their original estimated termination date and $7.8 million of losses on property and equipment that were disposed of through sales or as a result of being damaged in operations, partially offset by net gains of $3.1 million from the divestiture of operations not classified as held for disposal in prior periods.

 

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The net losses of $27.7 million recorded during the year ended December 31, 2016 consisted of a $15.0 million charge to adjust the carrying cost of assets held for disposal to fair market value, a $4.6 million charge to terminate an operating lease for our corporate aircraft, $3.3 million of losses on trucks and equipment that were disposed of through sales or as a result of being damaged in operations, impairment charges totaling $2.7 million related to four operating locations in our E&P segment which were permanently closed in 2016, a $2.5 million charge to write off the carrying cost of a tradename acquired from the Progressive Waste acquisition that will not provide future financial benefit, a $2.1 million charge to write off the carrying cost of certain contracts acquired from the Progressive Waste acquisition that were not renewed prior to their original estimated termination date and $1.1 million of other net charges, partially offset by a gain of $2.4 million resulting from the decrease to the fair value of an amount payable under a liability-classified contingent consideration arrangement from a prior year acquisition and a gain of $1.2 million from the favorable settlement of a legal matter.

 

Operating Income (Loss) .  Operating income (loss) increased $174.8 million, or 38.6%, to income of $627.1 million for the year ended December 31, 2017, from income of $452.3 million for the year ended December 31, 2016.  The increase was primarily attributable to a full year of operating income contributed from the June 2016 Progressive Waste acquisition, operating income from other acquisitions closed in 2017 and a decrease in certain SG&A expenses for direct acquisition costs, employee severance, excise taxes and share-based compensation resulting from the Progressive Waste acquisition, partially offset by an increase in impairments and other operating items resulting primarily from a goodwill impairment charge at our E&P segment, charges to adjust the carrying cost of assets held for disposal to fair market value and charges to increase the fair value of amounts payable under liability-classified contingent consideration arrangements.

 

Operating income (loss) as a percentage of revenues increased 0.1 percentage points to income of 13.5% for the year ended December 31, 2017, from income of 13.4% for the year ended December 31, 2016.  The increase as a percentage of revenues was comprised of a 3.0 percentage point decrease in SG&A expense and a 0.2 percentage point decrease in depreciation expense, partially offset by a 2.6 percentage point increase in impairments and other operating items, a 0.4 percentage point increase in cost of operations and a 0.1 percentage point increase in amortization expense.

 

Interest Expense .  Interest expense increased $32.6 million, or 35.2%, to $125.3 million for the year ended December 31, 2017, from $92.7 million for the year ended December 31, 2016. The increase was primarily attributable to an increase of $9.4 million from the April 2017 issuance of our 2017A Senior Notes, an increase of $8.8 million from the June 2016 issuance of our New 2021 Senior Notes, 2023 Senior Notes and 2026 Senior Notes, an increase of $8.4 million due to higher interest rates on outstanding borrowings under our Credit Agreement, an increase of $5.2 million due to an increase in the average borrowings outstanding under our Credit Agreement, a combined increase in fees associated with our Credit Agreement of $1.8 million due to increases in outstanding letters of credit and commitment fees on unused borrowings and $0.9 million of other net increases, partially offset by a decrease of $1.1 million resulting from a $175 million principal interest rate swap agreement expiring in February 2017 and being replaced with two new interest rate swap agreements, totaling $175 million, at a lower fixed interest rate and a decrease of $0.8 million for the redemption of our 2016 Notes using proceeds from the 2015 Old Waste Connections Credit Agreement which had a lower interest rate relative to the fixed interest rate in effect when the 2016 Notes were outstanding.

 

Interest Income .  Interest income increased $4.6 million, to $5.2 million for the year ended December 31, 2017, from $0.6 million for the year ended December 31, 2016. The increase was attributable to higher average outstanding cash balances during the year ended December 31, 2017, as compared to the cash balances on hand during the comparable prior year period, and higher reinvestment rates in the current period.

 

Other Income (Expense), Net .  Other income (expense), net, increased $3.6 million to an income total of $3.7 million for the year ended December 31, 2017, from an income total of $0.1 million for the year ended December 31, 2016. The increase was primarily attributable to the non recurrence of a prior year charge of $1.4 million resulting from the write off of unamortized debt issuance costs, $1.0 million from the receipt of insurance proceeds in excess of the carrying value of certain property and equipment damaged in accidents and an increase of $1.8 million of income from investments purchased to fund our employee deferred compensation obligations, partially offset by $0.6 million of additional other net expenses.

 

Foreign currency transaction gain (loss) .  Foreign currency transaction gain (loss) increased $3.3 million to a loss of $2.2 million for the year ended December 31, 2017, from a gain of $1.1 million for the year ended December 31, 2016. The increase was attributable to changes in the average foreign currency exchange rate in effect during the comparable reporting periods impacting the reported value of certain debt denominated in Canadian dollars. Decreases in the average foreign currency exchange rates from June 2016 to December 2016 reduced the reported value of our debt denominated in Canadian dollars and resulted in the recognition of foreign currency transaction gains during the year ended December 31, 2016, whereas increases in the average foreign currency exchange rates in 2017 increased the reported value of our debt denominated in Canadian dollars and resulted in the recognition of foreign currency transaction losses during the year ended December 31, 2017.

 

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Income Tax (Provision) Benefit .  Income taxes decreased $182.9 million, to a benefit total of $68.9 million for the year ended December 31, 2017, from an expense total of $114.0 million for the year ended December 31, 2016.

 

Our effective tax benefit rate for the year ended December 31, 2017 was 13.6%. During the year ended December 31, 2017, we recorded a $269.8 million income tax benefit primarily resulting from the reduction to the corporate income tax rate due to the enactment of the Tax Act.  Additionally, we recorded income tax expense of $62.4 million during the year ended December 31, 2017 due to a portion of our U.S. earnings no longer permanently reinvested. Our adoption of a new accounting standard in January 2017, which requires the excess tax benefits associated with equity-based compensation arrangements to be recognized in the income statement when the awards are settled, whereas previously the tax benefits in excess of compensation cost were recorded in equity, resulted in recording a $6.9 million income tax benefit during the year ended December 31, 2017. Further, the impairment of goodwill within our E&P segment and disposal of goodwill from the divestitures of certain operations resulted in the write off of goodwill that was not deductible for tax purposes totaling $30.8 million during the year ended December 31, 2017, increasing our income tax expense by $11.8 million. During the year ended December 31, 2017, income tax expense was increased by $3.8 million primarily as a result of an increase in the state income tax rate in Illinois.

 

Our effective tax expense rate for the year ended December 31, 2016 was 31.6%. Our effective tax expense rate was reduced as a result of the impact of the Progressive Waste acquisition, which resulted in changes to the jurisdictions where we do business, including some jurisdictions with tax rates less than the U.S. federal statutory rate, partially offset by non-deductible expenses incurred in connection with the Progressive Waste acquisition .

 

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Segment Reporting

 

Our Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. We define segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, other income (expense) and foreign currency transaction gain (loss).  Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies.  Our management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.  

 

We manage our operations through five geographic operating segments and our E&P segment, which includes the majority of our E&P waste treatment and disposal operations. Our five geographic operating segments and our E&P segment comprise our reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts.  In the third quarter of 2017, we moved a district from our Eastern segment to our Canada segment as a significant amount of its revenues are received from Canadian-based customers. The segment information presented herein reflects the realignment of this district.

 

Under the current orientation at December 31, 2018, our Southern segment services customers located in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas; our Eastern segment services customers located in Illinois, Iowa, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, eastern Tennessee, Vermont, Virginia and Wisconsin; our Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; our Canada segment services customers located in the state of Michigan and in the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan; and our Central segment services customers located in Arizona, Colorado, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming. The E&P segment services E&P customers located in Arkansas, Louisiana, New Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico.

 

Revenues, net of intercompany eliminations, for our reportable segments are shown in the following table in thousands of U.S. dollars and as a percentage of total revenues for the periods indicated:  

 

    Years Ended December 31,  
    2018     % of Revenues     2017     % of Revenues     2016     % of Revenues  
Southern   $ 1,122,548       22.8 %   $ 1,115,864       24.1 %   $ 713,381       21.1 %
Eastern     1,090,019       22.1       959,214       20.7       626,644       18.6  
Western     1,043,928       21.2       1,007,230       21.8       935,319       27.7  
Canada     727,213       14.8       728,777       15.7       417,869       12.4  
Central     693,525       14.1       628,167       13.6       561,541       16.6  
E&P     245,708       5.0       191,236       4.1       121,109       3.6  
    $ 4,922,941       100.0 %   $ 4,630,488       100.0 %   $ 3,375,863       100.0 %

 

Segment EBITDA for our reportable segments is shown in the following table in thousands of U.S. dollars and as a percentage of segment revenues for the periods indicated:  

 

    Years Ended December 31,  
    2018     % of Revenues     2017     % of Revenues     2016     % of Revenues  
Western   $ 318,401       30.5 %   $ 323,648       32.1 %   $ 315,708       33.8 %
Eastern     299,162       27.4 %     273,942       28.6 %     189,220       30.2 %
Southern     276,791       24.7 %     258,560       23.2 %     163,320       22.9 %
Canada     261,233       35.9 %     264,693       36.3 %     153,446       36.7 %
Central     255,648       36.9 %     237,136       37.8 %     208,930       37.2 %
E&P     129,825       52.8 %     90,597       47.4 %     32,479       26.8 %
Corporate (a)     (8,211 )     -       (32,501 )     -       (119,215 )     -  
    $ 1,532,849       31.1 %   $ 1,416,075       30.6 %   $ 943,888       28.0 %

 

 

(a) Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions.  Amounts reflected are net of allocations to the six operating segments.  For the year ended December 31, 2016, amounts also include costs associated with the Progressive Waste acquisition, including direct acquisition expenses, severance-related expenses, excise taxes, share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016 and incentive compensation expenses based on the achievement of acquisition synergy goals. For the years ended December 31, 2017 and 2018, amounts also include Progressive Waste integration-related expenses, direct acquisition expenses and share-based compensation expenses associated with Progressive Waste share-based grants existing at June 1, 2016.

 

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A reconciliation of segment EBITDA to Income before income tax provision is included in Note 14 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. 

 

Significant changes in revenue and segment EBITDA for our reportable segments for the year ended December 31, 2018, compared to the year ended December 31, 2017, and for the year ended December 31, 2017, compared to the year ended December 31, 2016, are discussed below. 

 

Segment Revenue

 

Revenue in our Southern segment increased $6.6 million, or 0.6%, to $1.123 billion for the year ended December 31, 2018, from $1.116 billion for the year ended December 31, 2017.  The components of the increase consisted of net price increases of $51.2 million, net revenue growth from acquisitions closed during, or subsequent to, the year ended December 31, 2017, of $19.5 million and other revenue increases of $2.4 million, partially offset by net revenue reductions from divestitures closed in 2017 and 2018 of $43.2 million, decreased recyclable commodity sales of $11.9 million resulting from the impact of declines in prices for old corrugated cardboard and other fiber products and solid waste volume decreases of $11.4 million primarily from the net impact of declines in residential customers resulting from certain contracts acquired with the Progressive Waste acquisition that were terminated subsequent to December 31, 2017 and declines in commercial volumes due to intentional losses of certain low margin customers exceeding increases in transfer station volumes.

 

Revenue in our Southern segment increased $402.5 million, or 56.4%, to $1.116 billion for the year ended December 31, 2017, from $713.4 million for the year ended December 31, 2016.  The components of the increase consisted of net revenue growth from acquisitions closed during, or subsequent to, the year ended December 31, 2016, of $409.0 million, net price increases of $26.7 million and other revenue increases of $0.3 million, partially offset by net revenue reductions from divestitures closed in 2017 of $24.1 million and solid waste volume decreases of $9.4 million primarily from the declines in residential volumes resulting from certain contracts acquired with the Progressive Waste acquisition that were terminated subsequent to December 31, 2016 and declines in commercial volumes due to intentional losses of certain low margin customers.

 

Revenue in our Eastern segment increased $130.8 million, or 13.6%, to $1.090 billion for the year ended December 31, 2018, from $959.2 million for the year ended December 31, 2017.  The components of the increase consisted of net revenue growth from acquisitions closed during, or subsequent to, the year ended December 31, 2017, of $142.0 million and net price increases of $43.6 million, partially offset by net revenue reductions from divestitures closed in 2017 of $22.0 million, solid waste volume decreases of $17.0 million due primarily to decreased residential collection, declines in transfer station volumes in our New York City market due to reduced inbound waste from the New York Department of Sanitation and lower landfill special waste volumes, decreased recyclable commodity sales of $15.1 million resulting from the impact of declines in prices for old corrugated cardboard and other fiber products and other net revenue decreases of $0.7 million.

 

Revenue in our Eastern segment increased $332.6 million, or 53.1%, to $959.2 million for the year ended December 31, 2017, from $626.6 million for the year ended December 31, 2016.  The components of the increase consisted of net revenue growth from acquisitions closed during, or subsequent to, the year ended December 31, 2016, of $327.7 million, solid waste volume increases of $9.4 million as increased roll off collection, transfer station, landfill municipal solid waste and landfill special waste offset decreased residential collection, net price increases of $18.9 million and increased recyclable commodity sales of $5.1 million resulting from the impact of higher prices for recyclable commodities through August 2017, partially offset by net revenue reductions from divestitures closed in 2017 of $28.5 million.

 

Revenue in our Western segment increased $36.7 million, or 3.6%, to $1.044 billion for the year ended December 31, 2018, from $1.007 billion for the year ended December 31, 2017.  The components of the increase consisted of net price increases of $30.6 million, solid waste volume increases of $17.5 million due to the net impact of increases associated with landfill municipal solid waste, residential collection, commercial collection and roll off collection exceeding declines in landfill special waste volumes and net revenue growth from acquisitions closed during, or subsequent to, the year ended December 31, 2017, of $11.1 million, partially offset by decreased recyclable commodity sales of $12.0 million resulting from the impact of declines in prices for old corrugated cardboard and other fiber products and decreased intermodal revenue of $10.5 million resulting from customer losses causing a reduction in cargo volume.

 

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Revenue in our Western segment increased $71.9 million, or 7.7%, to $1.007 billion for the year ended December 31, 2017, from $935.3 million for the year ended December 31, 2016.  The components of the increase consisted of solid waste volume increases of $38.2 million associated with residential collection, commercial collection, roll off collection, landfill municipal solid waste and landfill special waste, net price increases of $18.4 million, increased recyclable commodity sales of $7.2 million resulting from the impact of higher prices for recyclable commodities through August 2017, net revenue growth from acquisitions and divestitures closed during, or subsequent to, the year ended December 31, 2016, of $6.2 million and increased intermodal revenues of $2.0 million resulting from higher intermodal cargo volume, partially offset by other revenue decreases of $0.1 million.

 

Revenue in our Canada segment decreased $1.6 million, or 0.2%, to $727.2 million for the year ended December 31, 2018, from $728.8 million for the year ended December 31, 2017. The components of the decrease consisted of decreased recyclable commodity sales of $22.7 million resulting from the impact of declines in prices for old corrugated cardboard and other fiber products and solid waste volume decreases of $19.8 million associated with decreased roll off collection volumes, residential revenue resulting from the non-renewal of certain contracts acquired in the Progressive Waste acquisition, intentional losses of certain low margin commercial collection customers and reduced landfill municipal solid waste revenue, partially offset by net price increases of $38.1 million, revenue growth from acquisitions closed in 2018 of $2.5 million, an increase of $0.2 million resulting from a higher average foreign currency exchange rate in effect during the comparable reporting periods and $0.1 million of other revenue increases.

 

Revenue in our Canada segment increased $310.9 million, or 74.4%, to $728.8 million for the year ended December 31, 2017, from $417.9 million for the year ended December 31, 2016. The components of the increase consisted of revenue growth from the Progressive Waste acquisition of $279.8 million for the year ended December 31, 2017, net price increases of $15.9 million, an increase of $14.2 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods, increased landfill gas sales of $9.5 million resulting from higher pricing and increased recyclable commodity sales of $4.3 million resulting from the impact of higher prices for recyclable commodities through August 2017, partially offset by solid waste volume decreases of $11.1 million associated with decreased landfill special waste volumes and intentional losses of certain low margin commercial collection customers and $1.7 million of other revenue decreases.

 

Revenue in our Central segment increased $65.3 million, or 10.4%, to $693.5 million for the year ended December 31, 2018, from $628.2 million for the year ended December 31, 2017.  The components of the increase consisted of revenue growth from acquisitions closed during, or subsequent to, the year ended December 31, 2017, of $46.3 million, net price increases of $25.1 million and solid waste volume increases of $3.9 million from increased roll off collection and landfill special waste, partially offset by net revenue reductions from divestitures closed during, or subsequent to, the year ended December 31, 2017, of $3.1 million, decreased recyclable commodity sales of $4.6 million resulting from the impact of declines in prices for old corrugated cardboard and other fiber products and other revenue decreases of $2.3 million.

 

Revenue in our Central segment increased $66.7 million, or 11.9%, to $628.2 million for the year ended December 31, 2017, from $561.5 million for the year ended December 31, 2016.  The components of the increase consisted of net revenue growth from acquisitions closed during, or subsequent to, the year ended December 31, 2016, of $36.1 million, net price increases of $20.1 million, increased recyclable commodity sales of $3.2 million resulting from the impact of higher prices for recyclable commodities through August 2017, solid waste volume increases of $8.9 million as increased roll off collection, transfer station and landfill special waste offset decreased residential and commercial collection and other revenue increases of $1.5 million, partially offset by net revenue reductions from divestitures closed in 2016 and 2017 of $3.1 million.

 

Revenue in our E&P segment increased $54.5 million, or 28.5%, to $245.7 million for the year ended December 31, 2018, from $191.2 million for the year ended December 31, 2017 due to higher average crude oil and natural gas prices during the current year increasing drilling activity and E&P disposal volumes at the majority of our sites.

 

Revenue in our E&P segment increased $70.1 million, or 57.9%, to $191.2 million for the year ended December 31, 2017, from $121.1 million for the year ended December 31, 2016. The components of the increase consisted of higher E&P volumes, primarily in our E&P disposal operations in the Permian Basin and Louisiana.

 

Segment EBITDA

 

Segment EBITDA in our Western segment decreased $5.2 million, or 1.6%, to $318.4 million for the year ended December 31, 2018, from $323.6 million for the year ended December 31, 2017.  The decrease was due primarily to an increase in taxes on revenues of $20.4 million due primarily to higher tax rates under our new operating permit at Chiquita Canyon Landfill, a net $8.5 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in corporate overhead expense allocations of $6.7 million due to higher revenues for which overhead allocations are based and a higher overhead allocation rate, an increase in diesel fuel expense of $3.4 million due to increases in the market price of diesel fuel, an increase in direct and administrative labor expenses of $4.1 million due primarily to employee pay rate increases, an increase in disposal expenses of $3.4 million due primarily to increased collection volumes, an increase in professional fees expense of $2.3 million resulting primarily from higher legal expenses, an increase in expenses associated with recyclable commodities of $1.9 million due to increased costs charged by third party processors for recyclable commodities we collect and $1.5 million of other net expense increases, partially offset by an increase in revenues of $36.7 million, a decrease in third party trucking and transportation expenses of $9.9 million due to the mix of landfill special waste volumes requiring transportation to our disposal sites and a decrease in compressed natural gas fuel expense of $0.4 million due to the recognition during the year ended December 31, 2018 of retroactive tax credits associated with fuel purchases in 2017.

 

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Segment EBITDA in our Western segment increased $7.9 million, or 2.5%, to $323.6 million for the year ended December 31, 2017, from $315.7 million for the year ended December 31, 2016.  The increase was due primarily to an increase in revenues of $71.9 million from organic growth and acquisitions, partially offset by an increase in taxes on revenues of $12.6 million due to the aforementioned increase in revenues, an increase in direct and administrative labor expenses of $12.1 million due primarily to employee pay rate increases, an increase in third-party disposal expense of $5.5 million due to increased collection volumes and disposal rate increases, an increase in third-party trucking and transportation expenses of $4.9 million due to increased disposal volumes that require transportation to our landfills, an increase in employee benefits expenses of $4.3 million due to increased severity of medical claims, a net $3.6 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in fuel expense of $3.4 million due to increases in the market price of diesel fuel, an increase in expenses associated with the purchase of recyclable commodities of $3.2 million due to increased recyclable commodity values, an increase in truck, container, equipment and facility maintenance and repair expenses of $2.7 million due to variability in the timing and severity of major repairs, an increase in expenses for auto and workers’ compensation claims of $2.2 million due to increased claims and higher average rates per claim, an increase in professional fees of $1.7 million due primarily to higher engineering and legal expenses at our landfills, an increase in landfill permitting and monitoring expenses of $1.7 million resulting primarily from requirements of our new operating permit at Chiquita Canyon landfill, an increase in equipment and facility rental expenses of $1.1 million resulting from new property leases and equipment rented to support growth in our intermodal operations, an increase in intermodal expenses of $1.1 million resulting from an increase in intermodal cargo volume, an increase in leachate disposal expenses at our landfills of $0.6 million due to heavy precipitation experienced in the first quarter of 2017 and $3.3 million of other net expense increases.

 

Segment EBITDA in our Eastern segment increased $25.3 million, or 9.2%, to $299.2 million for the year ended December 31, 2018, from $273.9 million for the year ended December 31, 2017.  The increase was due primarily to an increase in revenues of $152.8 million from organic growth and acquisitions, a $6.1 million decrease in third party disposal expenses due to improved internalization of waste collected at operating locations acquired in 2017, a decrease in truck, container, equipment and facility maintenance and repair expenses of $2.8 million due to higher prior year expenses incurred to bring acquired equipment to our operating and safety standards, a decrease in insurance premium expense of $2.6 million due primarily to transferring the operating locations acquired in the Groot acquisition onto our insurance program and a decrease in compressed natural gas fuel expense of $0.8 million due to the recognition during the year ended December 31, 2018 of retroactive tax credits associated with fuel purchases in 2017, partially offset by a net $98.4 million increase in cost of operations and SG&A expenses attributable to acquired operations, a decrease to EBITDA of $6.5 million from the impact of operations disposed of during, or subsequent to, the year ended December 31, 2017, an increase in corporate overhead expense allocations of $7.8 million due to higher revenues for which overhead allocations are based and a higher overhead allocation rate, an increase in third-party trucking and transportation expenses of $7.6 million due primarily to higher internalized disposal of collected waste volumes and increased rates charged by third parties to provide trucking and transportation services, increased leachate disposal expenses of $5.6 million due to increased precipitation generating higher leachate volumes, an increase in direct labor expenses of $4.2 million due primarily to employee pay rate increases, an increase in diesel fuel expense of $3.7 million due to increases in the market price of diesel fuel, an increase in taxes on revenues of $1.6 million due primarily to internalizing additional disposal volumes at our landfills that are assessed taxes based on total inbound tonnage, an increase in property tax expenses of $1.5 million due primarily to credits recognized in the prior year period and $2.9 million of other net expense increases.

 

Segment EBITDA in our Eastern segment increased $84.7 million, or 44.8%, to $273.9 million for the year ended December 31, 2017, from $189.2 million for the year ended December 31, 2016. The increase was due primarily to an increase in revenues of $361.1 million from organic growth and acquisitions and a decrease in third party disposal expenses of $4.1 million due primarily to increased internal disposal of waste at our transfer stations and landfills in our New York markets, partially offset by a net $245.9 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in third-party trucking and transportation expenses of $6.4 million due to increased disposal volumes that require transportation to our landfills, an increase in direct and administrative labor expenses of $5.8 million due primarily to employee pay rate increases, an increase in corporate overhead expense allocations of $4.2 million due primarily to an increase in budgeted revenues, which is the basis upon which overhead allocations are calculated, a decrease of $3.9 million from the impact of operations disposed of in 2017, an increase in taxes on revenues of $3.8 million resulting from the aforementioned increase in revenues, an increase in truck, container, equipment and facility maintenance and repair expenses of $3.4 million due to variability in the timing and severity of major repairs, an increase in employee benefits expenses of $2.4 million due to increased severity of medical claims, an increase in fuel expense of $1.6 million due to increases in the market price of diesel fuel, an increase in expenses for uncollectible accounts receivable of $1.5 million due primarily to the collection in 2016 of several large receivable balances that were written off as a doubtful account in a prior year and $1.6 million of other net expense increases.

 

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Segment EBITDA in our Southern segment increased $18.2 million, or 7.0%, to $276.8 million for the year ended December 31, 2018, from $258.6 million for the year ended December 31, 2017.  The increase was due to an increase in revenues of $49.8 million from organic growth and acquisitions, a decrease in third party disposal expenses of $6.5 million due to decreases in collection volumes requiring disposal at a third party location and improved internalization of waste collected at operating locations acquired in the Progressive Waste acquisition, a decrease in compressed natural gas fuel expense of $1.5 million due to the recognition during the year ended December 31, 2018 of retroactive tax credits associated with fuel purchases in 2017, a decrease in expenses associated with the purchase of recyclable commodities of $0.9 million due to decreased recyclable commodity values, a decrease in insurance claims and premiums expense of $0.7 million due to improved safety results at operating locations acquired in the Progressive Waste acquisition, a decrease in truck, container, equipment and facility maintenance and repair expenses of $0.8 million due to higher prior year expenses incurred to bring acquired equipment to our operating and safety standards and $1.4 million of other net decreases, partially offset by a net $11.5 million increase in cost of operations and SG&A expenses attributable to acquired operations, a decrease to EBITDA of $10.4 million from the impact of operations disposed of during, or subsequent to, the year ended December 31, 2017, an increase in third-party trucking and transportation expenses of $7.6 million due to increased disposal volumes at our transfer station and landfill operations and increased rates charged by third parties to provide trucking and transportation services, an increase in labor expenses of $5.6 million due primarily to employee pay rate increases, an increase in taxes on revenues of $2.8 million due primarily to an adjustment recorded in the current period for taxes incurred in the prior year, an increase in employee benefits expenses of $1.9 million due to transferring retained Progressive Waste employees onto the Waste Connections benefits program, which provides increased benefits to the employees, an increase in subcontracted expenses of $1.5 million due to contracting certain low margin services to third parties, an increase in corporate overhead expense allocations of $1.1 million due to a higher overhead allocation rate and an increase in diesel fuel expense of $1.0 million due to increases in the market price of diesel fuel.

 

Segment EBITDA in our Southern segment increased $95.3 million, or 58.3%, to $258.6 million for the year ended December 31, 2017, from $163.3 million for the year ended December 31, 2016.  The increase was due primarily to an increase in revenues of $426.6 million from organic growth and acquisitions, decreases in insurance expense of $2.9 million due to improved incident rates at operations acquired from Progressive Waste and decreases in equipment rental expense of $1.5 million due to the termination of certain short-term equipment leases assumed in the Progressive Waste acquisition, partially offset by a net $310.6 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in direct and administrative labor expenses of $8.4 million due primarily to employee pay rate increases, an increase of $3.5 million from incremental labor and repair expenses resulting from hurricanes impacting our Texas, Louisiana and Florida operations, an increase in truck, container, equipment and facility maintenance and repair expenses of $3.5 million due to variability in the timing and severity of major repairs, an increase in fuel expense of $2.4 million due to increases in the market price of diesel fuel, a decrease of $1.8 million from the impact of operations disposed of in 2017, an increase in corporate overhead expense allocations of $1.4 million due to a higher overhead allocation rate, an increase in third-party trucking and transportation expenses of $1.3 million due to increased disposal volumes that require transportation to our landfills, an increase in employee benefits expenses of $0.8 million due to increased severity of medical claims, an increase in third-party disposal expense of $0.7 million due primarily to increased roll off collection volumes and disposal rate increases and $1.3 million of other net expense increases.

 

Segment EBITDA in our Canada segment decreased $3.5 million, or 1.3%, to $261.2 million for the year ended December 31, 2018, from $264.7 million for the year ended December 31, 2017.  The decrease was comprised of a decrease in revenues of $1.6 million, an increase in diesel fuel expense of $3.9 million due to increases in the market price of diesel fuel, an increase in direct labor expenses of $2.6 million due primarily to employee pay rate increases, an increase in corporate overhead expense allocations of $1.6 million due to a higher overhead allocation rate, an increase in employee benefits expenses of $1.6 million due primarily to higher medical expenses and $1.4 million of other net expense increases, partially offset by a decrease in expenses associated with the purchase of recyclable commodities of $7.5 million due to decreased recyclable commodity values and a decrease in insurance premium expense of $1.7 million due primarily to increasing the deductible limits under our insurance program.

 

Segment EBITDA in our Canada segment increased $111.3 million, or 72.5%, to $264.7 million for the year ended December 31, 2017, from $153.4 million for the year ended December 31, 2016.  The $111.3 million increase was comprised of an increase of $5.2 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods and a $106.1 million increase assuming foreign currency parity during the comparable reporting periods. The $106.1 million increase was due primarily to EBITDA contribution from the Progressive Waste acquisition of $99.3 million for the five month period of January to May 2017, an increase in revenues from organic growth of $17.0 million and $0.8 million other net expense decreases, partially offset by an increase in corporate overhead charges of $3.3 million due to the Canada segment not receiving an allocation of corporate overhead for the month of June 2016, an increase in truck, container, equipment and facility maintenance and repair expenses of $2.2 million due to variability in the timing and severity of major repairs, an increase in direct and administrative labor expenses of $1.9 million due primarily to employee pay rate increases, an increase in fuel expense of $1.3 million due to increases in the market price of diesel fuel, an increase in taxes on revenues of $1.2 million due to an increase in revenues and an increase in expenses associated with the purchase of recyclable commodities of $1.1 million due to increased recyclable commodity values.

 

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Segment EBITDA in our Central segment increased $18.5 million, or 7.8%, to $255.6 million for the year ended December 31, 2018, from $237.1 million for the year ended December 31, 2017. The increase was due primarily to an increase in revenues of $65.3 million, a decrease in fuel expense of $1.7 million due primarily to purchasing fuel in 2018 under favorable fixed price fuel purchase contracts entered into in 2017 and the recognition during the year ended December 31, 2018 of retroactive tax credits associated with fuel purchases in 2017 and $0.7 million of other net expense decreases, partially offset by a net $36.4 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in direct and administrative labor expenses of $5.5 million due primarily to employee pay rate increases, an increase in corporate overhead expense allocations of $3.6 million due to higher revenues for which overhead allocations are based and a higher overhead allocation rate, an increase in third party trucking and transportation expenses of $2.7 million due to an increase in landfill special waste volumes requiring transportation to our disposal sites and an increase in legal expenses of $1.0 million.

 

Segment EBITDA in our Central segment increased $28.2 million, or 13.5%, to $237.1 million for the year ended December 31, 2017, from $208.9 million for the year ended December 31, 2016.  The increase was due primarily to an increase in revenues of $66.7 million and a decrease in third party disposal expenses of $1.9 million due primarily to increased internal disposal of waste at our transfer stations and landfills in our Nebraska markets and $0.2 million of other net expense decreases, partially offset by a net $19.6 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in direct and administrative labor expenses of $5.2 million due primarily to employee pay rate increases and a decrease in unfilled positions, an increase in third-party trucking and transportation expenses of $4.0 million due to increased disposal volumes that require transportation to our landfills, an increase in taxes on revenues of $3.9 million resulting from the aforementioned increase in revenues, an increase in truck, container, equipment and facility maintenance and repair expenses of $3.7 million due to variability in the timing and severity of major repairs, an increase in employee benefits expenses of $2.0 million due to increased severity of medical claims, an increase in expenses for uncollectible accounts receivable of $1.4 million associated with a contract dispute with an individual customer and an increase in fuel expense of $0.8 million due to increases in the market price of diesel fuel.

 

Segment EBITDA in our E&P segment increased $39.2 million, or 43.3%, to $129.8 million for the year ended December 31, 2018, from $90.6 million for the year ended December 31, 2017.  The increase was due primarily to an increase in revenues of $54.5 million, partially offset by an increase in subcontracted operating expenses of $3.9 million due primarily to subcontracting certain operating activities to third parties, an increase in corporate overhead expense allocations of $2.7 million due to higher revenues for which overhead allocations are based and a higher overhead allocation rate, an increase in equipment and facility repair and maintenance expenses of $2.0 million due to increased equipment hour usage resulting from higher disposal volumes processed at our sites, an increase in cell processing expenses of $1.8 million due primarily to increased disposal volumes, an increase in labor expenses of $1.3 million due to increased headcount to support higher disposal volumes, an increase in diesel fuel expense of $1.1 million due to increases in the market price of diesel fuel, an increase in royalties of $1.1 million due to increased disposal volumes, an increase in third-party trucking and transportation expenses of $1.1 million due to increased E&P volumes that require us to transport the waste to our disposal sites and $0.3 million of other expense increases.

 

Segment EBITDA in our E&P segment increased $58.1 million, or 178.9%, to $90.6 million for the year ended December 31, 2017, from $32.5 million for the year ended December 31, 2016.  The increase was due primarily to an increase in revenues of $70.1 million and a decrease in corporate overhead expense allocations of $2.0 million due primarily to a decrease in budgeted revenues, which is the basis upon which overhead allocations are calculated, partially offset by an increase in subcontracted operating expenses of $1.9 million due primarily to subcontracting the operations of a disposal site in North Dakota to a third party, an increase in fuel expense of $0.7 million due to increases in the market price of diesel fuel and the following increases attributable to higher disposal volumes in the current period: an increase in equipment and facility maintenance and repair expenses of $4.4 million; an increase in equipment rental expenses of $1.7 million; an increase in taxes on revenues of $1.9 million; an increase in third party trucking expenses of $2.2 million; an increase in processing cell remediation expenses of $0.5 million and $0.7 million of other expense increases.

 

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Segment EBITDA at Corporate increased $24.3 million, to a loss of $8.2 million for the year ended December 31, 2018, from a loss of $32.5 million for the year ended December 31, 2017.  The increase was due to an increase in corporate overhead allocated to our segments of $20.6 million due to an increase in total corporate expenses to support acquired operations, a decrease of $10.6 million in integration-related professional fees and severance-related expenses incurred in the prior year period for Progressive Waste personnel who were not permanently retained as employees of the Company following the close of the Progressive Waste acquisition, a decrease in share-based compensation expenses of $9.3 million due primarily to less share price volatility and less outstanding shares in the current period for equity awards accounted for as liabilities that were granted to employees of Progressive Waste prior to June 1, 2016 which are subject to valuation adjustments each period based on changes in fair value, a decrease in deferred compensation expense of $4.3 million resulting from less increases to deferred compensation liabilities to employees as a result of lower current period increases in the market value of investments to which employee deferred compensation balances are tracked, a decrease in accrued recurring cash incentive compensation expense to our management of $2.4 million due to decreased solid waste volumes and reduced revenue for recyclable commodities resulting in a lower achievement of interim financial targets during the year ended December 31, 2018 and $2.8 million of other net expense decreases, partially offset by an increase of $11.6 million in professional fees expense resulting primarily from higher legal expenses, an increase in equity-based compensation expenses of $6.2 million associated with our annual recurring grant of restricted share units to our personnel, an increase of $5.0 million in equity-based compensation expenses associated with adjusting common shares of Waste Connections, Inc. held in our deferred compensation plan by certain key executives to fair value as a result of the shares being exchanged for other investment options and an increase in direct acquisition expenses of $2.9 million due to increased acquisition activity. 

 

Segment EBITDA at Corporate increased $86.7 million, to a loss of $32.5 million for the year ended December 31, 2017, from a loss of $119.2 million for the year ended December 31, 2016. The increase was due to an increase in corporate overhead allocated to our segments of $34.9 million due to an increase in total corporate expenses to support the operations acquired in the Progressive Waste acquisition, a decrease in direct acquisition costs of $27.7 million resulting from amounts incurred in the prior year period related to the Progressive Waste acquisition, a decrease of $20.7 million in integration-related professional fees and severance-related expenses incurred in the prior year period for Progressive Waste personnel who were not permanently retained as employees of New Waste Connections following the close of the Progressive Waste acquisition, a decrease of $14.5 million from New Waste Connections paying excise taxes in the prior year period on the unvested or vested and undistributed equity-compensation holdings of our corporate officers and members of our Board of Directors resulting from the Progressive Waste acquisition, a decrease of $11.8 million resulting from the nonrecurring prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the Progressive Waste acquisition, a decrease in share-based compensation expenses of $8.8 million related to awards granted to employees of Progressive Waste prior to June 1, 2016 for which vesting was accelerated in the prior year period due to plan provisions regarding a change in control followed by termination of employment and resulting from less outstanding shares in the current period which are subject to valuation adjustments each period based on changes in fair value and a decrease in equity-based compensation expenses of $2.3 million resulting from the acceleration of vesting in the prior year period of performance share units granted to Old Waste Connections’ management in 2014 and 2015, partially offset by an increase in accrued recurring cash incentive compensation expense to our management of $6.7 million due to the achievement of interim financial targets during the year ended December 31, 2017 and the addition of accrued cash incentive compensation expense for the retained Progressive Waste employees, an increase in equity-based compensation expenses of $5.1 million associated with our annual recurring grant of restricted share units to our personnel, an increase in payroll and employee benefits expenses of $4.7 million due to increased corporate headcount to support the operations of Progressive Waste and annual compensation increases, an increase in software license fees of $3.7 million to support our new payroll processing application and computer applications acquired in the Progressive Waste acquisition, an increase in corporate travel, meetings and training expenses of $3.6 million resulting primarily from the integration of employees of Progressive Waste into New Waste Connections, an increase in accounting and information technology professional fee expenses of $2.7 million due to increased support required as a result of growth from the Progressive Waste acquisition, an increase in employee relocation expenses of $2.2 million primarily associated with corporate personnel added to support the additional administrative oversight resulting from the Progressive Waste acquisition, an increase in deferred compensation expense of $2.2 million resulting from deferred compensation liabilities to employees increasing as a result of increases in the market value of investments to which employee deferred compensation balances are tracked and $3.1 million of other net expense increases.

 

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Liquidity and Capital Resources 

 

The following table sets forth certain cash flow information for the years ended December 31, 2018, 2017 and 2016 (in thousands of U.S. dollars):

 

    2018     2017     2016  
Net cash provided by operating activities   $ 1,411,235     $ 1,187,260     $ 795,312  
Net cash used in investing activities     (1,371,820 )     (860,914 )     (292,581 )
Net cash provided by (used in) financing activities     (187,578 )     56,760       (354,869 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash     (1,290 )     1,795       (598 )
Net increase (decrease) in cash, cash equivalents and restricted cash     (149,453 )     384,901       147,264  
Cash, cash equivalents and restricted cash at beginning of year     553,227       168,476       21,254  
Plus (less): change in cash held for sale     192       (150 )     (42 )
Cash, cash equivalents and restricted cash at end of year   $ 403,966     $ 553,227     $ 168,476  

 

Operating Activities Cash Flows

 

For the year ended December 31, 2018, net cash provided by operating activities was $1.411 billion.  For the year ended December 31, 2017, net cash provided by operating activities was $1.187 billion.  The $224.0 million increase was due primarily to the following:  

 

1) Increase in earnings —  Our increase in net cash provided by operating activities was favorably impacted by $117.2 million from an increase in net income, excluding depreciation, amortization, deferred taxes, adjustments to and payments of contingent consideration recorded in earnings and impairments and other operating items, due primarily to the impact of acquisitions closed in 2017 and the year ended December 31, 2018, volume driven earnings growth at our E&P segment, price-led earnings growth at certain solid waste segments and benefits resulting from the enactment of the Tax Act in 2017.
2) Prepaid expenses – Our increase in net cash provided by operating activities was favorably impacted by $91.2 million from prepaid expenses and other current assets (prepaid expenses and other current assets provided a cash inflow of $39.8 million in 2018, compared to a cash outflow of $51.4 million in 2017) due primarily to changes in prepaid income taxes.
3) Deferred revenue – Our increase in net cash provided by operating activities was favorably impacted by $13.7 million from deferred revenue due primarily to a price-driven increase in solid waste collection revenues and the timing of the billing for those services.
4) Other long-term liabilities – Our increase in net cash provided by operating activities was favorably impacted by $7.5 million from other long-term liabilities due primarily to decreased cash settlements of share-based compensation awards granted to Progressive Waste employees prior to the date of the Progressive Waste acquisition that continued to remain outstanding following the closing of the acquisition.
5) Capping, closure and post -closure expenditures – Our increase in net cash provided by operating activities was favorably impacted by $6.1 million due to decreased capping expenditures at our landfills.
6) Accounts payable and accrued liabilities – Our increase in net cash provided by operating activities was unfavorably impacted by $17.6 million from accounts payable and accrued liabilities due primarily to the timing of payments of trade payables.

 

For the year ended December 31, 2017, net cash provided by operating activities was $1.187 billion.  For the year ended December 31, 2016, net cash provided by operating activities was $795.3 million.  The $392.0 million increase was due primarily to the following:

 

1) Increase in earnings —  Our increase in net cash provided by operating activities was favorably impacted by $410.8 million from an increase in net income, excluding depreciation, amortization, deferred taxes and impairments and other operating items, due primarily to the full year contribution from the Progressive Waste acquisition completed on June 1, 2016, the impact of other acquisitions closed in 2017 and of the income tax benefit primarily associated with an adjustment of our deferred income tax liability balance resulting from the enactment of the Tax Act in 2017.

2) Accounts payable and accrued liabilities – Our increase in net cash provided by operating activities was favorably impacted by $50.8 million from accounts payable and accrued liabilities due primarily to an increase in accrued interest expense due to the timing of interest payments for our long-term notes, increased trade payables based on the timing of year end disbursements and increased accrued payroll and payroll related expenses due to the timing of pay cycles, partially offset by the payment in 2017 of the prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the Progressive Waste acquisition.

 

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3) Prepaid expenses – Our increase in net cash provided by operating activities was unfavorably impacted by $29.8 million from prepaid expenses and other current assets due primarily to increased prepaid income taxes for our US entities.

4) Accounts receivable – Our increase in net cash provided by operating activities was unfavorably impacted by $33.7 million from accounts receivable due to increased revenues, with less favorable collection results, contributing to an increased amount of revenues remaining uncollected at the end of the current period.

5) Other long-term liabilities – Our increase in net cash provided by operating activities was unfavorably impacted $14.9 million from other long-term liabilities due primarily to increased cash settlements of share-based compensation awards granted to Progressive Waste employees prior to the June 1, 2016 acquisition date that continued to remain outstanding following the close of the Progressive Waste acquisition. 

 

As of December 31, 2018, we had a working capital surplus of $232.2 million, including cash and equivalents of $319.3 million.  Our working capital surplus decreased $142.1 million from a working capital surplus of $374.3 million at December 31, 2017, including cash and equivalents of $433.8 million, due primarily to decreased cash balances. To date, we have experienced no loss or lack of access to our cash or cash equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.  Our strategy in managing our working capital is generally to apply the cash generated from our operations that remains after satisfying our working capital and capital expenditure requirements, along with share repurchase and dividend programs, to reduce the unhedged portion of our indebtedness under our Credit Agreement and to minimize our cash balances.

 

Investing Activities Cash Flows

 

Net cash used in investing activities increased $510.9 million to $1.372 billion for the year ended December 31, 2018, from $860.9 million for the year ended December 31, 2017. The significant components of the increase included the following:

 

1) An increase in cash paid for acquisitions of $419.4 million due primarily to an increase in acquisition activity in 2018;
2) An increase in capital expenditures of $66.9 million due to higher landfill site development costs and trucks and containers purchased for operations acquired subsequent to December 31, 2017; less
3) A decrease in cash proceeds from the disposal of assets of $23.0 million due primarily to a higher number of divestitures of operating locations completed during the year ended December 31, 2017.

 

Net cash used in investing activities increased $568.3 million to $860.9 million for the year ended December 31, 2017, from $292.6 million for the year ended December 31, 2016. The significant components of the increase included the following:

 

1) An increase in cash paid for acquisitions of $393.6 million due primarily to the January 2017 acquisition of Groot;
2) An increase in capital expenditures for property and equipment of $134.6 million; and
3) A decrease in cash and restricted cash acquired in the prior year period from the Progressive Waste acquisition of $70.8 million; less
4) An increase in cash proceeds from the disposal of assets of $23.8 million due primarily to the divestiture of certain operations in 2017. 

 

Total consideration for the June 2016 Progressive Waste acquisition consisted of the issuance of common shares and assumption of Progressive Waste’s debt and other liabilities. We did not transfer cash consideration to the former shareholders of Progressive Waste. Progressive Waste had cash and restricted cash balances totaling $70.8 million, which we acquired upon the close of the Progressive Waste acquisition.

 

The increase in capital expenditures for property and equipment was due primarily to increases in expenditures resulting from the January 2017 acquisition of Groot, the June 2016 Progressive Waste acquisition, increases in expenditures for trucks to support our collection operations, additional heavy equipment purchased to support volume increases in our landfill operations and increased spending on information technology to support new applications as well as applications acquired in the Progressive Waste acquisition.

 

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Financing Activities Cash Flows

 

Net cash from financing activities decreased $244.4 million to net cash used in financing activities of $187.6 million for the year ended December 31, 2018, from net cash provided by financing activities of $56.8 million for the year ended December 31, 2017.  The significant components of the decrease included the following: 

 

1) A decrease from the net change in long-term borrowings of $151.7 million (long-term borrowings increased $203.6 million during the year ended December 31, 2017 and increased $51.9 million during the year ended December 31, 2018) due primarily to prior year borrowings to fund payments for acquisitions;
2) An increase in payments to repurchase our common shares of $58.9 million due to no shares being repurchased during the year ended December 31, 2017;
3) A decrease of $9.1 million from changes in book overdraft due to the variability of outstanding cash balances to which outstanding checks are applied;
4) An increase in cash dividends paid of $20.6 million due primarily to an increase in our average quarterly dividend rate for the year ended December 31, 2018 to $0.145 per share, from $0.125 per share for the year ended December 31, 2017; and
5) A decrease of $8.1 million from a reduction in the sale of common shares held in trust; and
6) A decrease of $5.0 million from increased debt issuance costs due primarily to the issuance of our 2028 Senior Notes in 2018; less
7) An increase of $11.0 million from a reduction in contingent consideration payments.

 

Net cash from financing activities increased $411.7 million to net cash provided by financing activities of $56.8 million for the year ended December 31, 2017, from net cash used in financing activities of $354.9 million for the year ended December 31, 2016.  The significant components of the increase included the following: 

 

1) An increase in the net change in long-term borrowings of $448.4 million (long-term borrowings decreased $244.8 million during the year ended December 31, 2016 and increased $203.6 million during the year ended December 31, 2017) due primarily to increased payments for acquisitions;
2) An increase of $9.5 million from an increase in book overdraft due to a higher volume of outstanding checks resulting from the Progressive Waste acquisition; and
3) An increase of $9.8 million from reduced debt issuance costs resulting primarily from our Credit Agreement that we entered into in June 2016 in conjunction with the Progressive Waste acquisition; less
4) An increase in cash dividends paid of $39.4 million due primarily to an increase in our average quarterly dividend rate for the year ended December 31, 2017 to $0.125 per share, from $0.103 per share for the year ended December 31, 2016, and an increase in common shares outstanding resulting from the Progressive Waste acquisition; and
5) A decrease of $9.1 million from a reduction in the sale of common shares held in trust.

 

Our business is capital intensive.  Our capital requirements include acquisitions and capital expenditures for landfill cell construction, landfill development, landfill closure activities and intermodal facility construction in the future.

 

On July 24, 2018, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 13,174,976 of our common shares during the period of August 8, 2018 to August 7, 2019 or until such earlier time as the NCIB is completed or terminated at our option. The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of our common shares and overall market conditions. All common shares purchased under the NCIB shall be immediately cancelled following their repurchase. Information regarding our NCIB plan can be found under the “Shareholders’ Equity” section in Note 11 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10K and is incorporated herein by reference.

 

The Board of Directors of Old Waste Connections authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In October 2018, our Board of Directors authorized an increase to our regular quarterly cash dividend of $0.02, from $0.14 to $0.16 per share. Cash dividends of $152.6 million and $132.0 million were paid during the years ended December 31, 2018 and 2017, respectively. We cannot assure you as to the amounts or timing of future dividends. 

 

We made $546.1 million in capital expenditures during the year ended December 31, 2018. We expect to make capital expenditures of approximately $575 million in 2019 in connection with our existing business.  We intend to fund our planned 2019 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Credit Agreement.  In addition, we may make substantial additional capital expenditures in acquiring MSW and E&P waste businesses. If we acquire additional landfill disposal facilities, we may also have to make significant expenditures to bring them into compliance with applicable regulatory requirements, obtain permits or expand our available disposal capacity.  We cannot currently determine the amount of these expenditures because they will depend on the number, nature, condition and permitted status of any acquired landfill disposal facilities.  We believe that our cash and equivalents, Credit Agreement and the funds we expect to generate from operations will provide adequate cash to fund our working capital and other cash needs for the foreseeable future.  However, disruptions in the capital and credit markets could adversely affect our ability to draw on our Credit Agreement or raise other capital.  Our access to funds under the Credit Agreement is dependent on the ability of the banks that are parties to the agreement to meet their funding commitments.  Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time.

 

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On June 1, 2016, we assumed $1.729 billion of debt in the Progressive Waste acquisition consisting of $1.659 billion of amounts outstanding under Progressive Waste’s prior Amended and Restated Credit Agreement, dated as of June 30, 2015, among Progressive Waste, Bank of America, N.A., acting through its Canada branch, as global agent, Bank of America, N.A., as the U.S. agent, and the other lenders and financial institutions party thereto (the “2015 Progressive Waste Credit Agreement”), $64.0 million of tax-exempt bonds and $5.8 million of other long-term debt. 

 

On June 1, 2016, we terminated the 2015 Progressive Waste Credit Agreement.  Also on June 1, 2016, Old Waste Connections terminated a Revolving Credit and Term Loan Agreement, dated as of January 26, 2015, by and among Old Waste Connections, Bank of America, N.A., as the administrative agent and swing line lender and letter of credit issuer, and certain lenders and other financial institutions party thereto (the “2015 Old Waste Connections Credit Agreement,” and together with the 2015 Progressive Waste Credit Agreement, the “Prior Credit Agreements”).

 

On June 1, 2016, we also entered into several financing agreements, including that certain Revolving Credit and Term Loan Agreement (the “2016 Credit Agreement”) with Bank of America, N.A., acting through its Canada Branch, as global agent, the swing line lender and letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the lenders thereunder and any other financial institutions from time to time party thereto.  Proceeds from the borrowings under the 2016 Credit Agreement were used initially to refinance our indebtedness under the Prior Credit Agreements and for the payment of transaction fees and expenses related to the Progressive Waste acquisition.  

 

On March 21, 2018, the 2016 Credit Agreement was amended and restated in its entirety pursuant to an Amended and Restated Revolving Credit and Term Loan Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into by the Company, Bank of America, N.A., acting through its Canada Branch, as global agent, the swing line lender and letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the lenders (the “Lenders”) and any other financial institutions from time to time party thereto. Entry into the Credit Agreement, among other things, extended the scheduled maturity of the relevant indebtedness and facilitated the release of each of our subsidiaries guaranteeing the obligations under the 2016 Credit Agreement. There are no subsidiary guarantors under the Credit Agreement. The Credit Agreement has a scheduled maturity date of March 21, 2023.

 

As of December 31, 2018, $1.238 billion under the term loan and $481.6 million under the revolving credit facility were outstanding under our Credit Agreement, exclusive of outstanding standby letters of credit of $125.1 million. 

 

On June 1, 2016, we also entered a Master Note Purchase Agreement (as supplemented by the First Supplement dated as of February 13, 2017 (the “2016 First Supplement”) and as amended, restated, amended and restated, assumed, supplemented or modified from time to time, the “2016 NPA”) with certain accredited institutional investors. We used proceeds from the sale of the New 2021 Senior Notes, 2023 Senior Notes, and the 2026 Senior Notes (defined below) to refinance existing indebtedness and for general corporate purposes.

 

On April 20, 2017, pursuant to the 2016 NPA, and the 2016 First Supplement, we issued and sold to certain accredited institutional investors $400.0 million aggregate principal amount of senior unsecured notes consisting of $150.0 million aggregate principal amount, which will mature on April 20, 2024, with an annual interest rate of 3.24% (the “2024 Senior Notes”) and $250.0 million aggregate principal amount, which will mature on April 20, 2027, with an annual interest rate of 3.49% (the “2027 Senior Notes” and collectively with the 2024 Senior Notes, the “2017A Senior Notes”) in a private placement.

 

On March 21, 2018, we entered into that certain Amendment No. 1 to Master Note Purchase Agreement (the “2016 NPA First Amendment”), with each of the holders party thereto, which amended the 2016 NPA.

 

The 2016 NPA First Amendment, among other things, provided for certain amendments to the 2016 NPA to facilitate (i) certain conforming changes to align certain provisions of the 2016 NPA, the Assumed 2008 NPA (as defined below) and the Credit Agreement and (ii) the release of all subsidiary guarantors in relation to obligations under the 2016 NPA and the 2016 Senior Notes (as defined below) (the “2016 Release”).

 

Pursuant to the terms and conditions of the 2016 NPA, we have outstanding senior unsecured notes (the “2016 Senior Notes”) at December 31, 2018 consisting of (i) $150.0 million of 2.39% senior notes due June 1, 2021 (the “New 2021 Senior Notes”), (ii) $200.0 million of 2.75% senior notes due June 1, 2023 (the “2023 Senior Notes”), (iii) $400.0 million of 3.03% senior notes due June 1, 2026 (the “2026 Senior Notes”) and (iv) $400.0 million of the 2017A Senior Notes.

 

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The New 2021 Senior Notes, the 2023 Senior Notes, the 2026 Senior Notes and the 2017A Senior Notes bear interest at fixed rates with interest payable in arrears semi-annually, and on the respective maturity dates, until the principal thereunder becomes due and payable.

 

On June 1, 2016, prior to the closing of the Progressive Waste acquisition, Old Waste Connections, certain subsidiaries of Old Waste Connections (together with Old Waste Connections, the “Obligors”) and certain holders of the 2008 Senior Notes (defined below) entered into that certain Amendment No. 6 to that certain Master Note Purchase Agreement, dated July 15, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Assumption Agreement (as defined below), the “2008 NPA”). Following the closing of the Progressive Waste acquisition, we entered into that certain Assumption and Exchange Agreement (as amended, restated, amended and restated, supplemented or modified from time to time, the “Assumption Agreement”) with Old Waste Connections, to and in favor of the holders of the notes issued from time to time under the 2008 NPA (the 2008 NPA, as assumed and modified by the Assumption Agreement, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Assumed 2008 NPA”).

 

On March 21, 2018, we entered into that certain Amendment No. 7 to the Assumed 2008 NPA (the “2008 NPA Seventh Amendment”), with each of the holders party thereto, which amended the Assumed 2008 NPA. The 2008 NPA Seventh Amendment, among other things, provides certain amendments to the Assumed 2008 NPA to facilitate (i) certain conforming changes to align the provisions of the Assumed 2008 NPA, the 2016 NPA and the Credit Agreement and (ii) the release of all subsidiary guarantors in relation to obligations under the Assumed 2008 NPA and the 2008 Senior Notes (the “2008 Release”).

 

Pursuant to the terms and conditions of the Assumed 2008 NPA, we have outstanding senior unsecured notes (the “2008 Senior Notes”) at December 31, 2018 consisting of $175.0 million of 5.25% senior notes due 2019 (the “2019 Senior Notes”), $100.0 million of 4.64% senior notes due 2021 (the “2021 Senior Notes”), $125.0 million of 3.09% senior notes due 2022 (the “2022 Senior Notes”) and $375.0 million of 3.41% senior notes due 2025 (the “2025 Senior Notes”). We redeemed at maturity our $50.0 million of 4.00% senior notes due April 2018 (the “2018 Senior Notes”) on April 2, 2018.

 

On November 16, 2018, we completed an underwritten public offering of $500.0 million aggregate principal amount of our 4.250% Senior Notes due 2028 (the “2028 Senior Notes”). The 2028 Senior Notes were issued under the Indenture, dated as of November 16, 2018 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 16, 2018 (the Base Indenture as so supplemented, the “Indenture”).

 

We will pay interest on the 2028 Senior Notes semi-annually, commencing on June 1, 2019, and the 2028 Senior Notes will mature on December 1, 2028. The 2028 Senior Notes are our senior unsecured obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of our future subordinated debt. The 2028 Senior Notes are not guaranteed by any of our subsidiaries.

 

See Note 8 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further details on the debt agreements.

 

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Contractual Obligations

 

As of December 31, 2018, we had the following contractual obligations: 

 

    Payments Due by Period  
    (amounts in thousands of U.S. dollars)  
Recorded Obligations   Total     Less Than
1 Year
    1 to 3
Years
    3 to 5 Years     Over 5
Years
 
Long-term debt   $ 4,174,693     $ 1,786     $ 256,473     $ 2,221,221     $ 1,695,213  
Cash interest payments     771,991       133,305       265,967       199,059       173,660  
Contingent consideration     75,507       13,020       19,950       7,072       35,465  
Final capping, closure and post-closure     1,405,838       26,126       26,656       11,783       1,341,273  

 

 

Long-term debt payments include:

 

1) $481.6 million in principal payments due March 2023 related to our revolving credit facility under our Credit Agreement.  Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars and bear interest at fluctuating rates (See Note 8). At December 31, 2018, $357.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S. LIBOR rate loans, bearing interest at a total rate of 3.62% on such date. At December 31, 2018, $124.6 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based bankers’ acceptances, bearing interest at a total rate of 3.40% on such date.

 

2) $1.238 billion in principal payments due March 2023 related to our term loan under our Credit Agreement.  Outstanding amounts on the term loan can be either base rate loans or LIBOR loans. At December 31, 2018, all amounts outstanding under the term loan were in LIBOR loans which bear interest at the LIBOR rate plus the applicable margin (for a total rate of 3.62% on such date).

 

3) $175.0 million in principal payments due 2019 related to our 2019 Senior Notes.  The 2019 Senior Notes bear interest at a rate of 5.25%.  We have recorded this obligation in the payments due in 3 to 5 years category in the table above as we have the intent and ability to redeem the 2019 Senior Notes on November 1, 2019 using borrowings under our Credit Agreement.

 

4) $100.0 million in principal payments due 2021 related to our 2021 Senior Notes.  The 2021 Senior Notes bear interest at a rate of 4.64%. 

 

5) $150.0 million in principal payments due 2021 related to our New 2021 Senior Notes.  The New 2021 Senior Notes bear interest at a rate of 2.39%. 

 

6) $125.0 million in principal payments due 2022 related to our 2022 Senior Notes.  The 2022 Senior Notes bear interest at a rate of 3.09%. 

 

7) $200.0 million in principal payments due 2023 related to our 2023 Senior Notes.  The 2023 Senior Notes bear interest at a rate of 2.75%. 

 

8) $150.0 million in principal payments due 2024 related to our 2024 Senior Notes.  The 2024 Senior Notes bear interest at a rate of 3.24%.

 

9) $375.0 million in principal payments due 2025 related to our 2025 Senior Notes.  The 2025 Senior Notes bear interest at a rate of 3.41%.

 

10) $400.0 million in principal payments due 2026 related to our 2026 Senior Notes.  The 2026 Senior Notes bear interest at a rate of 3.03%. 

 

11) $250.0 million in principal payments due 2027 related to our 2027 Senior Notes.  The 2027 Senior Notes bear interest at a rate of 3.49%. 

 

12) $500.0 million in principal payments due 2028 related to our 2028 Senior Notes.  The 2028 Senior Notes bear interest at a rate of 4.250%. 

 

13) $15.9 million in principal payments related to our tax-exempt bond, which bears interest at a variable rate (1.79% at December 31, 2018).  The tax-exempt bond matures in 2033.  

 

14) $14.7 million in principal payments related to our notes payable to sellers and other third parties.  Our notes payable to sellers and other third parties bear interest at rates between 2.75% and 24.81% at December 31, 2018, and have maturity dates ranging from 2019 to 2036. 

 

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The following assumptions were made in calculating cash interest payments: 

 

1) We calculated cash interest payments on the Credit Agreement using the LIBOR rate plus the applicable LIBOR margin, the Canadian Dollar Offered Rate plus the applicable acceptance fee at December 31, 2018.  We assumed the Credit Agreement is paid off when it matures in March 2023. 

 

2) We calculated cash interest payments on our interest rate swaps using the stated interest rate in the swap agreement less the LIBOR rate through the earlier expiration of the term of the swaps or the term of the credit facility.

 

Contingent consideration payments include $54.6 million recorded as liabilities in our consolidated financial statements at December 31, 2018, and $20.9 million of future interest accretion on the recorded obligations.

 

The estimated final capping, closure and post-closure expenditures presented above are in current dollars. 

 

    Amount of Commitment Expiration Per Period  
    (amounts in thousands of U.S. dollars)  
Unrecorded Obligations (1)   Total     Less Than
1 Year
    1 to 3
Years
    3 to 5
Years
   

Over 5

Years

 
Operating leases   $ 258,426     $ 37,902     $ 67,463     $ 58,856     $ 94,205  
Unconditional purchase obligations     96,397       66,774       29,623       -       -  

 

 

(1) We are party to operating lease agreements and unconditional purchase obligations as discussed in Note 10 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.  These lease agreements and purchase obligations are established in the ordinary course of our business and are designed to provide us with access to facilities and products at competitive, market-driven prices.  At December 31, 2018, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 37.0 million gallons remaining to be purchased for a total of $96.4 million.  The current fuel purchase contracts expire on or before February 28, 2021.  These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2018, nor are they expected to have a material impact on our future financial position, results of operations or liquidity. 

 

We have obtained standby letters of credit as discussed in Note 8 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and financial surety bonds as discussed in Note 10 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.  These standby letters of credit and financial surety bonds are generally obtained to support our financial assurance needs and landfill and E&P operations.  These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2018, nor are they expected to have a material impact on our future financial position, results of operations or liquidity. 

 

From time to time, we evaluate our existing operations and their strategic importance to us.  If we determine that a given operating unit does not have future strategic importance, we may sell or otherwise dispose of those operations.  Although we believe our reporting units would not be impaired by such dispositions, we could incur losses on them. 

 

New Accounting Pronouncements 

 

See Note 1 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for a description of the new accounting standards that are applicable to us.

 

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Non-GAAP Financial Measures

 

Adjusted Free Cash Flow

 

We present adjusted free cash flow, a non-GAAP financial measure, supplementally because it is widely used by investors as a valuation and liquidity measure in the solid waste industry.  Management uses adjusted free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations.  We define adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, plus excess tax benefit associated with equity-based compensation, less capital expenditures for property and equipment and distributions to noncontrolling interests.  We further adjust this calculation to exclude the effects of items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures.  Other companies may calculate adjusted free cash flow differently.  Our adjusted free cash flow for the years ended December 31, 2018, 2017 and 2016, are calculated as follows (amounts in thousands of U.S. dollars):

 

    Years Ended December 31,  
    2018     2017     2016  
Net cash provided by operating activities   $ 1,411,235     $ 1,187,260     $ 795,312  
Plus (less): Change in book overdraft     (839 )     8,241       (1,305 )
Plus: Proceeds from disposal of assets     5,385       28,432       4,604  
Plus: Excess tax benefit associated with equity-based compensation     -       -       5,196  
Less: Capital expenditures for property and equipment     (546,145 )     (479,287 )     (344,723 )
Less: Distributions to noncontrolling interests     (103 )     -       (3 )
Adjustments:                        
Payment of contingent consideration recorded in earnings (a)     11       10,012       493  
Cash received for divestitures (b)     (2,030 )     (21,100 )     -  
Transaction-related items (c)     8,607       5,700       45,228  
Integration-related and other expenses (d)     2,760       10,602       82,526  
Pre-existing Progressive Waste share-based grants (e)     5,772       17,037       -  
Synergy bonus (f)     -       11,798       -  
Tax effect (g)     (4,752 )     (14,804 )     (36,384 )
Adjusted free cash flow   $ 879,901     $ 763,891     $ 550,944  

 

 

(a) Reflects the addback of acquisition-related payments for contingent consideration that were recorded as expenses in earnings and as a component of cash flows from operating activities as the amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition date.
(b) Reflects the elimination of cash received in conjunction with the divestiture of certain Progressive Waste operations.
(c) Reflects the addback of acquisition-related items, including transaction costs, which for 2016 primarily related to the Progressive Waste acquisition.
(d) Reflects the addback of integration-related items, including rebranding costs, associated with the Progressive Waste acquisition.
(e) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
(f) Reflects the addback of cash bonuses paid pursuant to our Synergy Bonus Program in conjunction with the Progressive Waste acquisition.
(g) The aggregate tax effect of footnotes (a) through (f) is calculated based on the applied tax rates for the respective periods.

 

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Adjusted EBITDA

 

We present adjusted EBITDA, a non-GAAP financial measure, supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry.  Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations.  We define adjusted EBITDA as net income attributable to Waste Connections, plus net income attributable to noncontrolling interests, plus or minus income tax provision (benefit), plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income, plus foreign currency transaction loss, less foreign currency transaction gain.  We further adjust this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business.  This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures.  Other companies may calculate adjusted EBITDA differently.  Our adjusted EBITDA for the years ended December 31, 2018, 2017 and 2016, are calculated as follows (amounts in thousands of U.S. dollars): 

 

    Years Ended December 31,  
    2018     2017     2016  
Net income attributable to Waste Connections   $ 546,871     $ 576,817     $ 246,540  
Plus: Net income attributable to noncontrolling interests     283       603       781  
Plus (less): Income tax provision (benefit)     159,986       (68,910 )     114,044  
Plus: Interest expense     132,104       125,297       92,709  
Less: Interest income     (7,170 )     (5,173 )     (602 )
Plus: Depreciation and amortization     680,487       632,484       463,912  
Plus: Closure and post-closure accretion     12,997       11,781       8,936  
Plus: Impairments and other operating items     20,118       156,493       27,678  
Less: Other income, net     (1,263 )     (3,736 )     (53 )
Plus (less): Foreign currency transaction loss (gain)     1,433       2,200       (1,121 )
Adjustments:                        
Plus: Transaction-related expenses (a)     8,607       5,700       47,842  
Plus: Fair value changes to certain equity awards (b)     9,205       16,357       14,289  
Plus: Integration-related and other expenses (c)     2,760       10,612       44,336  
Plus: Synergy bonus (d)     -       -       11,798  
Adjusted EBITDA   $ 1,566,418     $ 1,460,525     $ 1,071,089  

 

 

(a) Reflects the addback of acquisition-related transaction costs, which for 2016 primarily related to the Progressive Waste acquisition.
(b) Reflects fair value accounting changes associated with certain equity awards.
(c) Reflects the addback of integration-related items, including rebranding costs, associated with the Progressive Waste acquisition.
(d) Reflects the addback of bonuses accrued pursuant to our Synergy Bonus Program in connection with the Progressive Waste acquisition.
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Adjusted Net Income and Adjusted Net Income per Diluted Share

 

We present adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, both non-GAAP financial measures, supplementally because they are widely used by investors as a valuation measure in the solid waste industry. Management uses adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We provide adjusted net income attributable to Waste Connections to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income attributable to Waste Connections has limitations due to the fact that it excludes items that have an impact on our financial condition and results of operations. Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate these non-GAAP financial measures differently.  Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the years ended December 31, 2018, 2017 and 2016, are calculated as follows (amounts in thousands of U.S. dollars, except per share amounts):

 

    Years Ended December 31,  
    2018     2017     2016  
Reported net income attributable to Waste Connections   $ 546,871     $ 576,817     $ 246,540  
Adjustments:                        
Amortization of intangibles (a)     107,779       102,297       70,312  
Impairments and other operating items (b)     20,118       156,493       27,678  
Transaction-related expenses (c)     8,607       5,700       47,842  
Fair value changes to certain equity awards (d)     9,205       16,357       14,289  
Integration-related and other expenses (e)     2,760       10,612       44,336  
Synergy bonus (f)     -       -       11,798  
Tax effect (g)     (37,165 )     (91,979 )     (69,581 )
Tax items (h)     9,093       (205,631 )     1,964  
Adjusted net income attributable to Waste Connections   $ 667,268     $ 570,666     $ 395,178  
                         
Diluted earnings per common share attributable to Waste Connections’ common shareholders:                        
Reported net income   $ 2.07     $ 2.18     $ 1.07  
Adjusted net income   $ 2.52     $ 2.16     $ 1.71  

 

 

(a) Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.
(b) Reflects the addback of impairments and other operating items.
(c) Reflects the addback of acquisition-related transaction costs, which for 2016 primarily related to the Progressive Waste acquisition.
(d) Reflects fair value accounting changes associated with certain equity awards.
(e) Reflects the addback of integration-related items, including rebranding costs, associated with the Progressive Waste acquisition.
(f) Reflects the addback of bonuses accrued pursuant to our Synergy Bonus Program in connection with the Progressive Waste acquisition.
(g) The aggregate tax effect of the adjustments in footnotes (a) through (f) is calculated based on the applied tax rates for the respective periods.
(h) In 2018, primarily reflects refinements to the estimates, as provided by Staff Accounting Bulletin No. 118, of the impact of a portion of our U.S. earnings no longer permanently reinvested in conjunction with the Tax Act. In 2017, reflects income tax benefit primarily resulting from a reduction of deferred tax liabilities due to enactment of the Tax Act, partially offset by deferred income tax expense due to a portion of our U.S. earnings no longer permanently reinvested, also related to the Tax Act. In 2016, reflects a change in the geographical apportionment of our deferred tax liabilities resulting from the Progressive Waste acquisition.

 

Inflation

 

Other than volatility in fuel prices, third party brokerage and labor costs in certain markets, inflation has not materially affected our operations in recent years.  Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers, including increases in landfill tipping fees and, in some cases, fuel costs.  Therefore, we believe that we should be able to increase prices to offset many cost increases that result from inflation in the ordinary course of business.  However, competitive pressures or delays in the timing of rate increases under our contracts may require us to absorb at least part of these cost increases, especially if cost increases exceed the average rate of inflation.  Management's estimates associated with inflation have an impact on our accounting for landfill liabilities. 

 

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

 

In the normal course of business, we are exposed to market risk, including changes in interest rates and prices of certain commodities.  We use hedge agreements to manage a portion of our risks related to interest rates and fuel prices.  While we are exposed to credit risk in the event of non-performance by counterparties to our hedge agreements, in all cases such counterparties are highly rated financial institutions and we do not anticipate non-performance.  We do not hold or issue derivative financial instruments for trading purposes.  We monitor our hedge positions by regularly evaluating the positions at market and by performing sensitivity analyses over the unhedged fuel and variable rate debt positions. 

 

At December 31, 2018, our derivative instruments included 17 interest rate swap agreements that effectively fix the interest rate on the applicable notional amounts of our variable rate debt as follows (dollars in thousands of U.S. dollars): 

 

 

Date Entered

  Notional
Amount
    Fixed
Interest
Rate Paid*
    Variable
Interest Rate
Received
  Effective Date  

 

Expiration Date

April 2014   $ 100,000       1.800 %   1-month LIBOR   July 2014   July 2019
May 2014   $ 50,000       2.344 %   1-month LIBOR   October 2015   October 2020
May 2014   $ 25,000       2.326 %   1-month LIBOR   October 2015   October 2020
May 2014   $ 50,000       2.350 %   1-month LIBOR   October 2015   October 2020
May 2014   $ 50,000       2.350 %   1-month LIBOR   October 2015   October 2020
April 2016   $ 100,000       1.000 %   1-month LIBOR   February 2017   February 2020
June 2016   $ 75,000       0.850 %   1-month LIBOR   February 2017   February 2020
June 2016   $ 150,000       0.950 %   1-month LIBOR   January 2018   January 2021
June 2016   $ 150,000       0.950 %   1-month LIBOR   January 2018   January 2021
July 2016   $ 50,000       0.900 %   1-month LIBOR   January 2018   January 2021
July 2016   $ 50,000       0.890 %   1-month LIBOR   January 2018   January 2021
August 2017   $ 100,000       1.900 %   1-month LIBOR   July 2019   July 2022
August 2017   $ 200,000       2.200 %   1-month LIBOR   October 2020   October 2025
August 2017   $ 150,000       1.950 %   1-month LIBOR   February 2020   February 2023
June 2018   $ 200,000       2.925 %   1-month LIBOR   October 2020   October 2025
June 2018   $ 200,000       2.925 %   1-month LIBOR   October 2020   October 2025
December 2018   $ 200,000       2.850 %   1-month LIBOR   July 2022   July 2027

 

 

* Plus applicable margin. 

 

Under derivatives and hedging guidance, the interest rate swap agreements are considered cash flow hedges for a portion of our variable rate debt, and we apply hedge accounting to account for these instruments.  The notional amounts and all other significant terms of the swap agreements are matched to the provisions and terms of the variable rate debt being hedged. 

 

We have performed sensitivity analyses to determine how market rate changes will affect the fair value of our unhedged floating rate debt.  Such an analysis is inherently limited in that it reflects a singular, hypothetical set of assumptions.  Actual market movements may vary significantly from our assumptions.  Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements.  We are exposed to cash flow risk due to changes in interest rates with respect to the unhedged floating rate balances owed at December 31, 2018 and 2017, of $885.0 million and $1.475 billion, respectively, including floating rate debt under our Credit Agreement and floating rate tax-exempt bond obligations.  A one percentage point increase in interest rates on our variable-rate debt as of December 31, 2018 and 2017, would decrease our annual pre-tax income by approximately $8.9 million and $14.8 million, respectively.  All of our remaining debt instruments are at fixed rates, or effectively fixed under the interest rate swap agreements described above; therefore, changes in market interest rates under these instruments would not significantly impact our cash flows or results of operations, subject to counterparty default risk. 

 

The market price of diesel fuel is unpredictable and can fluctuate significantly.  Because of the volume of fuel we purchase each year, a significant increase in the price of fuel could adversely affect our business and reduce our operating margins.  To manage a portion of this risk, we periodically enter into fuel hedge agreements related to forecasted diesel fuel purchases, and we also enter into fixed price fuel purchase contracts.  At December 31, 2018, we had no fuel hedge agreements in place; however, we have entered into fixed price fuel purchase contracts for 2019 as described below.

 

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For the year ending December 31, 2019, we expect to purchase approximately 71.3 million gallons of fuel, of which 45.1 million gallons will be purchased at market prices and 26.2 million gallons will be purchased under our fixed price fuel purchase contracts.  We have performed sensitivity analyses to determine how market rate changes will affect the fair value of our unhedged, market rate diesel fuel purchases.  Such an analysis is inherently limited in that it reflects a singular, hypothetical set of assumptions.  Actual market movements may vary significantly from our assumptions.  Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements. With respect to the approximately 45.1 million gallons of unhedged fuel we expect to purchase in 2019 at market prices, a $0.10 per gallon increase in the price of fuel over the year would decrease our pre-tax income during this period by approximately $4.5 million.  

 

We market a variety of recyclable materials, including cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals.  We own and operate recycling operations and sell other collected recyclable materials to third parties for processing before resale.  To reduce our exposure to commodity price risk with respect to recycled materials, we have adopted a pricing strategy of charging collection and processing fees for recycling volume collected from third parties.  In the event of a decline in recycled commodity prices, a 10% decrease in average recycled commodity prices from the average prices that were in effect during the year ended December 31, 2018 and 2017, would have had a $8.9 million and $15.3 million impact on revenues for the year ended December 31, 2018 and 2017, respectively. 

 

We have operations in Canada and, where significant, we have quantified and described the impact of foreign currency translation on components of income, including operating revenue and operating costs.  However, the impact of foreign currency has not materially affected our results of operations in 2017 or 2018. A $0.01 change in the Canadian dollar to U.S. dollar exchange rate would impact our annual revenue and EBITDA by approximately $9.8 million and $3.6 million, respectively.

 

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

WASTE CONNECTIONS, INC.

 

  Page
Reports of Independent Registered Public Accounting Firms 76
Consolidated Balance Sheets as of December 31, 2018 and 2017 79
Consolidated Statements of Net Income for the years ended December 31, 2018, 2017 and 2016 80
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 81
Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016 82
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 84
Notes to Consolidated Financial Statements 86
Financial Statement Schedule 152

  

  75  

 

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

Waste Connections, Inc.

 

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Waste Connections, Inc. (an Ontario, Canada corporation) and subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of net income, comprehensive income, equity, and cash flows for each of the two years in the period ended December 31, 2018, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 14, 2019 expressed “an unqualified opinion”.

 

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Adoption of New Accounting Guidance

As discussed in Note 1 to the consolidated financial statements, the Company adopted new accounting guidance on January 1, 2018 on a retrospective basis related to the presentation of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents in its consolidated statements of cash flows.

 

/s/ GRANT THORNTON LLP  

 

We have served as the Company’s auditor since 2017.

 

Houston, TX

February 14, 2019

 

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Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

Waste Connections, Inc.

 

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Waste Connections, Inc. (an Ontario, Canada corporation) and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2018, and our report dated February 14, 2019 expressed an unqualified opinion on those financial statements.

 

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ GRANT THORNTON LLP  

 

Houston, Texas

February 14, 2019

 

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Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of
Waste Connections, Inc.

 

In our opinion, the consolidated statements of net income, comprehensive income, equity and cash flows for the year ended December 31, 2016 present fairly, in all material respects, the results of operations and cash flows of Waste Connections, Inc. and its subsidiaries for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for the year ended December 31, 2016 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ PricewaterhouseCoopers LLP  

 

Houston, Texas

February 27, 2017, except for the effects of the share split and the change in composition of reportable segments discussed in Notes 11 and 14 to the consolidated financial statements, respectively, and the manner in which the Company accounts for deferred income taxes discussed in Note 1 (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company’s 2017 annual report on form 10-K, as to which the date is February 15, 2018 and except for the change in the manner in which the Company accounts for restricted cash discussed in Note 1 to the consolidated financial statements, as to which the date is February 14, 2019

 

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WASTE CONNECTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

    December 31,  
  2018    

2017

 
ASSETS                
Current assets:                
Cash and equivalents   $ 319,305     $ 433,815  
Accounts receivable, net of allowance for doubtful accounts of $16,760 and $17,154 at December 31, 2018 and 2017, respectively     609,545       554,458  
Current assets held for sale     -       1,596  
Prepaid expenses and other current assets     164,053       186,999  
Total current assets     1,092,903       1,176,868  
                 
Restricted cash     84,661       119,412  
Restricted investments     47,486       47,600  
Property and equipment, net     5,168,996       4,820,934  
Goodwill     5,031,685       4,681,774  
Intangible assets, net     1,128,628       1,087,436  
Long-term assets held for sale     -       12,625  
Other assets, net     72,970       68,032  
    $ 12,627,329     $ 12,014,681  
LIABILITIES AND EQUITY                
Current liabilities:                
Accounts payable   $ 359,967     $ 330,523  
Book overdraft     18,518       19,223  
Accrued liabilities     289,544       278,039  
Deferred revenue     179,282       145,197  
Current portion of contingent consideration     11,612       15,803  
Current liabilities held for sale     -       2,155  
Current portion of long-term debt and notes payable     1,786       11,659  
Total current liabilities     860,709       802,599  
                 
Long-term debt and notes payable     4,153,465       3,899,572  
Long-term portion of contingent consideration     43,003       31,482  
Other long-term liabilities     349,931       316,191  
Deferred income taxes     760,033       690,767  
Total liabilities     6,167,141       5,740,611  
                 
Commitments and contingencies (Note 10)                
                 
Equity:                
Common shares: 263,271,302 shares issued and 263,141,413 shares outstanding at December 31, 2018; 263,660,803 shares issued and 263,494,670 shares outstanding at December 31, 2017     4,131,307       4,187,568  
Additional paid-in capital     133,577       115,743  
Accumulated other comprehensive income (loss)     (74,786 )     108,413  
Treasury shares: 129,889 and 166,133 shares at December 31, 2018 and 2017, respectively     -       -  
Retained earnings     2,264,510       1,856,946  
Total Waste Connections’ equity     6,454,608       6,268,670  
Noncontrolling interest in subsidiaries     5,580       5,400  
Total equity     6,460,188       6,274,070  
    $ 12,627,329     $ 12,014,681  

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

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  WASTE CONNECTIONS, INC.

  CONSOLIDATED STATEMENTS OF NET INCOME

  (IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)

             

    Years Ended December 31,  
    2018     2017     2016  
Revenues   $ 4,922,941     $ 4,630,488     $ 3,375,863  
Operating expenses:                        
Cost of operations     2,865,704       2,704,775       1,957,712  
Selling, general and administrative     524,388       509,638       474,263  
Depreciation     572,708       530,187       393,600  
Amortization of intangibles     107,779       102,297       70,312  
Impairments and other operating items     20,118       156,493       27,678  
Operating income     832,244       627,098       452,298  
                         
Interest expense     (132,104 )     (125,297 )     (92,709 )
Interest income     7,170       5,173       602  
Other income, net     1,263       3,736       53  
Foreign currency transaction gain (loss)     (1,433 )     (2,200 )     1,121  
Income before income tax provision     707,140       508,510       361,365  
                         
Income tax (provision) benefit     (159,986 )     68,910       (114,044 )
Net income     547,154       577,420       247,321  
Less:  Net income attributable to noncontrolling interests     (283 )     (603 )     (781 )
Net income attributable to Waste Connections   $ 546,871     $ 576,817     $ 246,540  
                         
Earnings per common share attributable to Waste Connections’ common shareholders:                        
Basic   $ 2.07     $ 2.19     $ 1.07  
Diluted   $ 2.07     $ 2.18     $ 1.07  
                         
Shares used in the per share calculations:                        
Basic     263,650,155       263,682,608       230,325,012  
Diluted     264,395,618       264,302,411       231,081,496  
                         
Cash dividends per common share   $ 0.58     $ 0.50     $ 0.41  

  

The accompanying notes are an integral part of these consolidated financial statements. 

 

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WASTE CONNECTIONS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS OF U.S. DOLLARS)

 

    Years Ended December 31,  
    2018     2017     2016  
Net income   $ 547,154     $ 577,420     $ 247,321  
                         
Other comprehensive income (loss), before tax:                        
Interest rate swap amounts reclassified into interest expense     (5,669 )     2,805       6,654  
Fuel hedge amounts reclassified into cost of operations     (6,531 )     2,818       5,832  
Changes in fair value of interest rate swaps     (1,213 )     7,835       11,431  
Changes in fair value of fuel hedges     2,651       1,326       3,804  
Foreign currency translation adjustment     (175,233 )     142,486       (50,931 )
Other comprehensive income (loss), before tax     (185,995 )     157,270       (23,210 )
Income tax (expense) benefit related to items of other comprehensive income (loss)     2,796       (5,856 )     (7,620 )
Other comprehensive income (loss), net of tax     (183,199 )     151,414       (30,830 )
Comprehensive income     363,955       728,834       216,491  
Less:  Comprehensive income attributable to noncontrolling interests     (283 )     (603 )     (781 )
Comprehensive income attributable to Waste Connections   $ 363,672     $ 728,231     $ 215,710  

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

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WASTE CONNECTIONS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

YEARS ENDED DECEMBER 31, 2016, 2017 AND 2018

(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AMOUNTS)

 

    WASTE CONNECTIONS' EQUITY              
    COMMON SHARES     ADDITIONAL
PAID-IN
    ACCUMULATED