Item 1. Financial Statements
Item 1. Financial Statements
WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands of U.S. dollars, except share and per share amounts)
September 30,
December 31,
2026
2025
ASSETS
Current assets:
Cash and equivalents
$
95,694
$
45,968
Accounts receivable, net of allowance for credit losses of $ 23,669 and $ 21,402 at September 30, 2026 and December 31, 2025, respectively
1,106,208
1,024,992
Prepaid expenses and other current assets
235,136
240,603
Total current assets
1,437,038
1,311,563
Restricted cash
183,125
183,612
Restricted investments
73,896
80,757
Property and equipment, net
9,005,291
8,733,327
Operating lease right-of-use assets
320,279
312,508
Goodwill
8,413,634
8,392,249
Intangible assets, net
1,967,946
2,006,200
Other assets, net
109,059
109,147
Total assets
$
21,510,268
$
21,129,363
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
811,498
$
765,227
Book overdraft
14,841
14,674
Deferred revenue
436,145
416,025
Accrued liabilities
776,370
810,367
Current portion of operating lease liabilities
48,043
44,272
Current portion of contingent consideration
60,120
65,029
Current portion of long-term debt and notes payable
7,801
8,667
Total current liabilities
2,154,818
2,124,261
Long-term portion of debt and notes payable
9,427,069
8,811,104
Long-term portion of operating lease liabilities
275,113
267,000
Long-term portion of contingent consideration
19,464
19,667
Deferred income taxes
1,146,675
1,085,613
Other long-term liabilities
603,087
576,337
Total liabilities
13,626,226
12,883,982
Commitments and contingencies (Note 17)
Shareholders' equity:
Common shares: Unlimited shares authorized; 250,293,972 shares issued and 250,247,624 shares outstanding at September 30, 2026; 255,661,011 shares issued and 255,614,663 shares outstanding at December 31, 2025
1,845,308
2,783,431
Additional paid-in capital
406,383
373,239
Accumulated other comprehensive loss
( 176,879 )
( 111,044 )
Treasury shares: 46,348 and 46,348 shares at September 30, 2026 and December 31, 2025, respectively
—
—
Retained earnings
5,809,230
5,199,755
Total shareholders' equity
7,884,042
8,245,381
Total liabilities and shareholders' equity
$
21,510,268
$
21,129,363
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Table of Contents
WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME
(Unaudited)
(In thousands of U.S. dollars, except share and per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Revenues
$
2,638,081
$
2,458,378
$
7,570,319
$
7,093,609
Operating expenses:
Cost of operations
1,501,143
1,406,854
4,341,459
4,091,153
Selling, general and administrative
253,934
236,476
765,546
729,576
Depreciation
290,625
263,999
836,387
763,727
Amortization of intangibles
48,783
51,331
143,647
149,209
Impairments and other operating items
1,851
60,127
139,901
70,598
Operating income
541,745
439,591
1,343,379
1,289,346
Interest expense
( 96,376 )
( 84,449 )
( 275,298 )
( 248,074 )
Interest income
2,988
5,090
10,227
9,174
Other income, net
2,768
14,542
40,105
26,463
Income before income tax provision
451,125
374,774
1,118,413
1,076,909
Income tax provision
( 91,901 )
( 88,503 )
( 243,446 )
( 258,852 )
Net income
$
359,224
$
286,271
$
874,967
$
818,057
Earnings per common share:
Basic
$
1.43
$
1.11
$
3.45
$
3.17
Diluted
$
1.43
$
1.11
$
3.45
$
3.16
Shares used in the per share calculations:
Basic
251,338,542
256,948,902
253,369,277
257,835,515
Diluted
251,873,132
257,580,321
253,855,805
258,484,698
Cash dividends per common share
$
0.350
$
0.315
$
1.050
$
0.945
The accompanying notes are an integral part of these condensed consolidated financial statements.
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WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands of U.S. dollars)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net income
$
359,224
$
286,271
$
874,967
$
818,057
Other comprehensive income (loss), before tax:
Interest rate swap amounts reclassified into interest expense
( 463 )
( 3,434 )
( 1,354 )
( 10,158 )
Changes in fair value of interest rate swaps
486
341
2,083
( 688 )
Foreign currency translation adjustment
1,751
( 42,998 )
( 66,371 )
74,628
Other comprehensive income (loss), before tax
1,774
( 46,091 )
( 65,642 )
63,782
Income tax (expense) benefit related to items of other comprehensive income (loss)
( 6 )
819
( 193 )
2,874
Other comprehensive income (loss), net of tax
1,768
( 45,272 )
( 65,835 )
66,656
Comprehensive income
$
360,992
$
240,999
$
809,132
$
884,713
The accompanying notes are an integral part of these condensed consolidated financial statements.
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WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands of U.S. dollars, except share amounts)
ACCUMULATED
ADDITIONAL
OTHER
COMMON SHARES
PAID-IN
COMPREHENSIVE
TREASURY SHARES
RETAINED
SHARES
AMOUNT
CAPITAL
INCOME (LOSS)
SHARES
AMOUNT
EARNINGS
TOTAL
Balances at December 31, 2025
255,614,663
$
2,783,431
$
373,239
$
( 111,044 )
46,348
$
—
$
5,199,755
$
8,245,381
Vesting of restricted share units
326,714
—
—
—
—
—
—
—
Vesting of performance-based restricted share units
100,737
—
—
—
—
—
—
—
Tax withholdings related to net share settlements of equity-based compensation
( 154,211 )
—
( 24,515 )
—
—
—
—
( 24,515 )
Equity-based compensation
—
—
17,822
—
—
—
—
17,822
Exercise of warrants
2,920
—
—
—
—
—
—
—
Issuance of shares under employee share purchase plan
18,135
3,031
—
—
—
—
—
3,031
Repurchase of common shares
( 1,695,049 )
( 283,959 )
—
—
—
—
—
( 283,959 )
Cash dividends on common shares
—
—
—
—
—
—
( 88,746 )
( 88,746 )
Amounts reclassified into earnings, net of taxes
—
—
—
( 330 )
—
—
—
( 330 )
Changes in fair value of cash flow hedges, net of taxes
—
—
—
719
—
—
—
719
Foreign currency translation adjustment
—
—
—
( 31,128 )
—
—
—
( 31,128 )
Net income
—
—
—
—
—
—
219,344
219,344
Balances at March 31, 2026
254,213,909
2,502,503
366,546
( 141,783 )
46,348
—
5,330,353
8,057,619
Vesting of restricted share units
2,225
—
—
—
—
—
—
—
Vesting of deferred share units
2,047
—
—
—
—
—
—
—
Tax withholdings related to net share settlements of equity-based compensation
( 8,003 )
—
( 470 )
—
—
—
—
( 470 )
Equity-based compensation
—
—
23,438
—
—
—
—
23,438
Exercise of warrants
7,163
—
—
—
—
—
—
—
Repurchase of common shares
( 2,062,646 )
( 330,548 )
—
—
—
—
—
( 330,548 )
Cash dividends on common shares
—
—
—
—
—
—
( 88,356 )
( 88,356 )
Amounts reclassified into earnings, net of taxes
—
—
—
( 325 )
—
—
—
( 325 )
Changes in fair value of cash flow hedges, net of taxes
—
—
—
455
—
—
—
455
Foreign currency translation adjustment
—
—
—
( 36,994 )
—
—
—
( 36,994 )
Net income
—
—
—
—
—
—
296,399
296,399
Balances at June 30, 2026
252,154,695
2,171,955
389,514
( 178,647 )
46,348
—
5,538,396
7,921,218
Vesting of restricted share units
34,118
—
—
—
—
—
—
—
Vesting of performance-based restricted share units
5,567
—
—
—
—
—
—
—
Restricted share units released from deferred compensation plan
2,772
—
—
—
—
—
—
—
Tax withholdings related to net share settlements of equity-based compensation
( 144,095 )
—
( 4,294 )
—
—
—
—
( 4,294 )
Equity-based compensation
—
—
21,163
—
—
—
—
21,163
Exercise of warrants
148,149
—
—
—
—
—
—
—
Issuance of shares under employee share purchase plan
20,664
3,278
—
—
—
—
—
3,278
Repurchase of common shares
( 1,974,246 )
( 329,925 )
—
—
—
—
—
( 329,925 )
Cash dividends on common shares
—
—
—
—
—
—
( 88,390 )
( 88,390 )
Amounts reclassified into earnings, net of taxes
—
—
—
( 340 )
—
—
—
( 340 )
Changes in fair value of cash flow hedges, net of taxes
—
—
—
357
—
—
—
357
Foreign currency translation adjustment
—
—
—
1,751
—
—
—
1,751
Net income
—
—
—
—
—
—
359,224
359,224
Balances at September 30, 2026
250,247,624
$
1,845,308
$
406,383
$
( 176,879 )
46,348
$
—
$
5,809,230
$
7,884,042
The accompanying notes are an integral part of these condensed consolidated financial statements.
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WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands of U.S. dollars, except share amounts)
ACCUMULATED
ADDITIONAL
OTHER
COMMON SHARES
PAID-IN
COMPREHENSIVE
TREASURY SHARES
RETAINED
SHARES
AMOUNT
CAPITAL
INCOME (LOSS)
SHARES
AMOUNT
EARNINGS
TOTAL
Balances at December 31, 2024
258,019,389
$
3,283,161
$
325,928
$
( 205,740 )
48,098
$
—
$
4,457,005
$
7,860,354
Sale of common shares held in trust
1,750
324
—
—
( 1,750 )
—
—
324
Vesting of restricted share units
343,415
—
—
—
—
—
—
—
Vesting of performance-based restricted share units
87,964
—
—
—
—
—
—
—
Restricted share units released from deferred compensation plan
888
—
—
—
—
—
—
—
Tax withholdings related to net share settlements of equity-based compensation
( 170,975 )
—
( 28,981 )
—
—
—
—
( 28,981 )
Equity-based compensation
—
—
21,403
—
—
—
—
21,403
Exercise of warrants
19,660
—
—
—
—
—
—
—
Issuance of shares under employee share purchase plan
15,922
2,593
—
—
—
—
—
2,593
Cash dividends on common shares
—
—
—
—
—
—
( 81,477 )
( 81,477 )
Amounts reclassified into earnings, net of taxes
—
—
—
( 2,443 )
—
—
—
( 2,443 )
Changes in fair value of cash flow hedges, net of taxes
—
—
—
( 843 )
—
—
—
( 843 )
Foreign currency translation adjustment
—
—
—
1,740
—
—
—
1,740
Net income
—
—
—
—
—
—
241,510
241,510
Balances at March 31, 2025
258,318,013
3,286,078
318,350
( 207,286 )
46,348
—
4,617,038
8,014,180
Vesting of restricted share units
2,315
—
—
—
—
—
—
—
Tax withholdings related to net share settlements of equity-based compensation
( 61,563 )
—
( 1,953 )
—
—
—
—
( 1,953 )
Equity-based compensation
—
—
19,542
—
—
—
—
19,542
Exercise of warrants
90,092
—
—
—
—
—
—
—
Repurchase of common shares
( 2,100 )
( 389 )
—
—
—
—
—
( 389 )
Cash dividends on common shares
—
—
—
—
—
—
( 81,473 )
( 81,473 )
Amounts reclassified into earnings, net of taxes
—
—
—
( 2,499 )
—
—
—
( 2,499 )
Changes in fair value of cash flow hedges, net of taxes
—
—
—
87
—
—
—
87
Foreign currency translation adjustment
—
—
—
115,886
—
—
—
115,886
Net income
—
—
—
—
—
—
290,276
290,276
Balances at June 30, 2025
258,346,757
3,285,689
335,939
( 93,812 )
46,348
—
4,825,841
8,353,657
Vesting of restricted share units
6,381
—
—
—
—
—
—
—
Tax withholdings related to net share settlements of equity-based compensation
( 2,021 )
—
( 372 )
—
—
—
—
( 372 )
Equity-based compensation
—
—
19,000
—
—
—
—
19,000
Issuance of shares under employee share purchase plan
16,228
2,871
—
—
—
—
—
2,871
Repurchase of common shares
( 2,391,251 )
( 441,787 )
—
—
—
—
—
( 441,787 )
Cash dividends on common shares
—
—
—
—
—
—
( 81,000 )
( 81,000 )
Amounts reclassified into earnings, net of taxes
—
—
—
( 2,524 )
—
—
—
( 2,524 )
Changes in fair value of cash flow hedges, net of taxes
—
—
—
250
—
—
—
250
Foreign currency translation adjustment
—
—
—
( 42,998 )
—
—
—
( 42,998 )
Net income
—
—
—
—
—
—
286,271
286,271
Balances at September 30, 2025
255,976,094
$
2,846,773
$
354,567
$
( 139,084 )
46,348
$
—
$
5,031,112
$
8,093,368
The accompanying notes are an integral part of these condensed consolidated financial statements.
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WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands of U.S. dollars)
Nine Months Ended September 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
874,967
$
818,057
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from disposal of assets, impairments and other
10,222
71,614
Adjustments to closure and post-closure liabilities
131,977
—
Depreciation
836,387
763,727
Amortization of intangibles
143,647
149,209
Deferred income taxes, net of acquisitions
62,316
93,839
Current period provision for expected credit losses
19,488
9,321
Amortization of debt issuance costs
6,949
6,271
Share-based compensation
61,824
60,432
Interest accretion
33,311
38,411
Payment of contingent consideration recorded in earnings
( 1 )
( 400 )
Adjustments to contingent consideration
( 1,315 )
30,874
Other
( 7,411 )
( 7,046 )
Net change in operating assets and liabilities, net of acquisitions
( 201,550 )
( 177,119 )
Net cash provided by operating activities
1,970,811
1,857,190
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for acquisitions, net of cash acquired
( 368,682 )
( 627,310 )
Capital expenditures for property and equipment
( 893,732 )
( 794,937 )
Capital expenditures for undeveloped land
( 56,192 )
—
Proceeds from disposal of assets
5,470
9,153
Other
1,863
( 20,819 )
Net cash used in investing activities
( 1,311,273 )
( 1,433,913 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt
2,668,176
2,222,235
Principal payments on notes payable and long-term debt
( 2,022,304 )
( 1,808,598 )
Payment of contingent consideration recorded at acquisition date
( 11,211 )
( 28,324 )
Change in book overdraft
167
( 336 )
Payments for repurchase of common shares
( 944,432 )
( 442,176 )
Payments for cash dividends
( 265,492 )
( 243,950 )
Tax withholdings related to net share settlements of equity-based compensation
( 29,279 )
( 31,306 )
Debt issuance costs
( 9,572 )
( 4,825 )
Proceeds from issuance of shares under employee share purchase plan
6,309
5,464
Proceeds from sale of common shares held in trust
—
324
Net cash used in financing activities
( 607,638 )
( 331,492 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash
( 2,661 )
627
Net increase in cash, cash equivalents and restricted cash
49,239
92,412
Cash, cash equivalents and restricted cash at beginning of period
229,580
198,173
Cash, cash equivalents and restricted cash at end of period
$
278,819
$
290,585
Non-cash investing and financing activities:
Liabilities assumed and notes payable issued to sellers of businesses acquired
$
61,243
$
145,526
Accrued capital expenditures for property and equipment
$
64,297
$
74,402
The accompanying notes are an integral part of these condensed consolidated financial statements.
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
1. BASIS OF PRESENTATION AND SUMMARY
The accompanying condensed consolidated financial statements relate to Waste Connections, Inc. and its subsidiaries (the “Company”) for the three and nine-month periods ended September 30, 2026 and 2025. In the opinion of management, the accompanying balance sheets and related interim statements of net income, comprehensive income, cash flows and equity include all adjustments, consisting only of normal recurring items, necessary for their fair statement in conformity with U.S. generally accepted accounting principles (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Examples include accounting for landfills, self-insurance accruals, income taxes, allocation of acquisition purchase price, contingent consideration accruals and asset impairments. An additional area that involves estimation is when the Company estimates the amount of potential exposure it may have with respect to litigation, claims and assessments in accordance with the accounting guidance on contingencies. Actual results for all estimates could differ materially from the estimates and assumptions that the Company uses in the preparation of its condensed consolidated financial statements.
Interim results are not necessarily indicative of results for a full year. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
2. REPORTING CURRENCY
The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States, is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period.
3. NEW ACCOUNTING STANDARDS
Accounting Standards Adopted
Amended Guidance for Internal-Use Software . In September 2025, the Financial Accounting Standards Board (the “FASB”) issued a final standard to modernize the accounting for costs incurred in developing internal-use software. The standard replaces the legacy stage-based capitalization model with a principles-based approach and clarifies related disclosure requirements. The standard is effective for all entities for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. The guidance may be applied prospectively, retrospectively or using a modified transition approach. Early adoption is permitted. The Company adopted the new standard as of January 1, 2026 and has applied this standard prospectively in the financial statements. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
Accounting for Government Grants . In December 2025, the FASB issued a standards update related to government grants received by business entities. The update establishes a comprehensive framework for the recognition, measurement, and presentation of government grants. The amendments apply to all business entities and are effective for public business entities for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years, with early adoption permitted. The Company early adopted the standard update effective April 1, 2026, using the modified
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
prospective method, electing to use the deferred income approach for government grants related to assets. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
Accounting Standards Pending Adoption
Disaggregation of Income Statement Expenses . In November 2024, the FASB issued a final standard requiring additional disclosure of the nature of expenses included in the income statement. The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses. The standard applies to all public business entities and will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
Interim Disclosure Requirements . In December 2025, the FASB issued final guidance clarifying the current interim disclosure requirements. The guidance creates a comprehensive list of interim disclosures required under GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The amendments are effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027. The guidance may be applied prospectively or retrospectively by all entities that provide interim financial statements and notes in accordance with GAAP. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
Accounting for Environmental Credits and Environmental Credit Obligations . In May 2026, the FASB issued a final standard related to environmental credits and environmental credit obligations. The standard establishes a comprehensive framework for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The standard applies to entities that generate, purchase, receive, or hold environmental credits, as well as entities that have regulatory compliance obligations that may be settled using environmental credits. The standard is effective for public business entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The guidance must be applied on a retrospective basis by recognizing a cumulative effect adjustment to retained earnings at the date of initial application. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
4. REVENUE
The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services and intermodal services. The following tables disaggregate the Company’s revenues by service line for the periods indicated:
Three Months Ended September 30, 2026
Intercompany
Reported
Revenue
Elimination
Revenue
Commercial
$
799,636
$
( 1,348 )
$
798,288
Residential
632,158
( 39 )
632,119
Industrial and construction roll off
393,863
( 4,384 )
389,479
Total collection
1,825,657
( 5,771 )
1,819,886
Landfill
443,947
( 170,027 )
273,920
Transfer
422,662
( 204,394 )
218,268
Recycling
67,707
( 3,001 )
64,706
E&P
222,636
( 9,781 )
212,855
Other
60,348
( 11,902 )
48,446
Total
$
3,042,957
$
( 404,876 )
$
2,638,081
Three Months Ended September 30, 2025
Intercompany
Reported
Revenue
Elimination
Revenue
Commercial
$
750,384
$
( 1,469 )
$
748,915
Residential
600,832
( 211 )
600,621
Industrial and construction roll off
379,123
( 4,053 )
375,070
Total collection
1,730,339
( 5,733 )
1,724,606
Landfill
414,614
( 161,016 )
253,598
Transfer
389,828
( 187,024 )
202,804
Recycling
58,351
( 2,110 )
56,241
E&P
188,679
( 9,542 )
179,137
Other
42,686
( 694 )
41,992
Total
$
2,824,497
$
( 366,119 )
$
2,458,378
Nine Months Ended September 30, 2026
Intercompany
Reported
Revenue
Elimination
Revenue
Commercial
$
2,345,730
$
( 3,812 )
$
2,341,918
Residential
1,851,966
( 117 )
1,851,849
Industrial and construction roll off
1,126,823
( 12,535 )
1,114,288
Total collection
5,324,519
( 16,464 )
5,308,055
Landfill
1,221,935
( 482,663 )
739,272
Transfer
1,188,834
( 585,554 )
603,280
Recycling
185,302
( 7,611 )
177,691
E&P
621,361
( 27,992 )
593,369
Other
172,501
( 23,849 )
148,652
Total
$
8,714,452
$
( 1,144,133 )
$
7,570,319
9
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
Nine Months Ended September 30, 2025
Intercompany
Reported
Revenue
Elimination
Revenue
Commercial
$
2,194,417
$
( 4,145 )
$
2,190,272
Residential
1,764,676
( 633 )
1,764,043
Industrial and construction roll off
1,083,107
( 10,821 )
1,072,286
Total collection
5,042,200
( 15,599 )
5,026,601
Landfill
1,155,449
( 455,265 )
700,184
Transfer
1,091,031
( 531,453 )
559,578
Recycling
188,855
( 6,553 )
182,302
E&P
517,695
( 24,198 )
493,497
Other
133,170
( 1,723 )
131,447
Total
$
8,128,400
$
( 1,034,791 )
$
7,093,609
The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, the Company recognizes revenue at the time it performs a service. In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided. Substantially all of the deferred revenue recorded as of June 30, 2026 was recognized as revenue during the three months ended September 30, 2026 when the service was performed.
See Note 10 for additional information regarding revenue by reportable segment.
Contract Acquisition Costs
The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Condensed Consolidated Balance Sheets, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years . The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company would have recognized is one year or less. The Company had $ 30,825 and $ 30,055 of deferred sales incentives at September 30, 2026 and December 31, 2025, respectively.
5. ACCOUNTS RECEIVABLE
Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of the allowance for credit losses, represents their estimated net realizable value.
The allowance for credit losses is based on management’s assessment of the collectability of assets pooled together with similar risk characteristics. The Company monitors the collectability of its trade receivables as one overall pool due to all trade receivables having similar risk characteristics. The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical location of the customer, existing economic conditions and reasonable forecasts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. The Company has elected to apply the practical expedient which allows the Company to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.
10
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
The following is a rollforward of the Company’s allowance for credit losses for the periods indicated:
Nine Months Ended September 30,
2026
2025
Beginning balance
$
21,402
$
25,730
Current period provision for expected credit losses
19,488
9,321
Write-offs charged against the allowance
( 22,479 )
( 17,965 )
Recoveries collected
5,318
5,668
Impact of changes in foreign currency
( 60 )
89
Ending balance
$
23,669
$
22,843
Accounts receivable, net of allowance for credit losses, was $ 935,027 at December 31, 2024.
6 . LANDFILL ACCOUNTING
At September 30, 2026, the Company’s landfills consisted of 103 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements. The Company’s landfills had site costs with a net book value of $ 3,431,059 at September 30, 2026. For the Company’s landfills operated under limited-term operating agreements and life-of-site operating agreements, the owner of the property (generally a municipality) usually owns the permit and the Company operates the landfill for a contracted term. 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. The Company is responsible for all final capping, closure and post-closure liabilities at the landfills it operates under life-of-site operating agreements.
The Company’s internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at its landfills. Many of the Company’s existing landfills have the potential for expanded disposal capacity beyond the amount currently permitted. The Company’s landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills it owns and landfills it operates, but does not own, under life-of-site agreements. The Company’s landfill depletion rate is based on the term of the operating agreement at its 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 certain criteria is included in the estimate of total landfill airspace.
Based on remaining permitted capacity as of September 30, 2026, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 31 years . As of September 30, 2026, the Company is seeking to expand permitted capacity at four of its owned landfills and considers the achievement of these expansions to be probable. Although the Company cannot be certain that all future expansions will be permitted as designed, the average remaining life, when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume, of the Company’s owned landfills and landfills operated under life-of-site operating agreements is approximately 32 years . The estimated remaining lives of the Company’s owned landfills and landfills operated under life-of-site operating agreements range from one year to several hundred years, with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .
During the nine months ended September 30, 2026 and 2025, the Company expensed $ 222,999 and $ 197,920 , respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.
11
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
The Company reserves for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and landfills it operates under life-of-site operating agreements. The Company calculates the net present value of its final capping, closure and post-closure liabilities by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit-adjusted risk-free rate. Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting market conditions. Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated. This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.” The Company’s discount rate assumption for purposes of computing “layers” for final capping, closure and post-closure liabilities is based on its long-term credit adjusted risk-free rate. The Company’s discount rate assumption for purposes of computing 2026 and 2025 “layers” for final capping, closure and post-closure obligations was 5.50 % for both periods. The Company’s long-term inflation rate assumption is 2.75 % for each of the years ending December 31, 2026 and 2025. The resulting final capping, closure and post-closure obligations are recorded on the Condensed Consolidated Balance Sheets 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. During the nine months ended September 30, 2026 and 2025, the Company expensed $ 30,876 and $ 35,793 , respectively, related to final capping, closure and post-closure accretion expense. In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical.
The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2025 to September 30, 2026:
Final capping, closure and post-closure liability at December 31, 2025
$
651,586
Liability adjustments
181,926
Accretion expense
30,876
Closure payments
( 229,773 )
Assumption of closure liabilities from acquisitions
3,586
Foreign currency translation adjustment
( 2,875 )
Final capping, closure and post-closure liability at September 30, 2026
$
635,326
Liability adjustments of $ 181,926 for the nine months ended September 30, 2026, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed. At September 30, 2026 and December 31, 2025, the current portion of final capping, closure and post-closure liabilities, included in Accrued Liabilities on the Condensed Consolidated Balance Sheets, was $ 105,800 and $ 146,772 , respectively, and the long-term portion of final capping, closure and post-closure liabilities, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, was $ 529,526 and $ 504,814 , respectively. The Company performs its annual review of its cost and capacity estimates in the first quarter of each year. In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical.
At September 30, 2026 and December 31, 2025, $ 9,526 and $ 10,451 , respectively, of the Company’s restricted cash balance and $ 73,730 and $ 80,655 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.
12
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
7 . ACQUISITIONS
The Company acquired nine immaterial non-hazardous solid waste collection, transfer and recycling businesses and two immaterial E&P waste treatment and disposal businesses during the nine months ended September 30, 2026. The total transaction-related expenses incurred during the nine months ended September 30, 2026 for these acquisitions were $ 12,952 . These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.
The Company acquired 12 immaterial non-hazardous solid waste collection and recycling businesses and two immaterial E&P waste treatment and disposal businesses during the nine months ended September 30, 2025. The total transaction-related expenses incurred during the nine months ended September 30, 2025 for these acquisitions were $ 19,778 . These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.
The results of operations of the acquired businesses have been included in the Company’s Condensed Consolidated Financial Statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses.
13
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the nine months ended September 30, 2026 and 2025:
2026
2025
Acquisitions
Acquisitions
Fair value of consideration transferred:
Cash
$
368,682
$
627,310
Debt assumed
24,794
92,786
Contingent consideration
5,678
16,934
399,154
737,030
Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired:
Accounts receivable
11,512
21,445
Prepaid expenses and other current assets
761
2,863
Operating lease right-of-use assets
612
10,897
Property and equipment
216,367
291,914
Long-term franchise agreements and contracts
60,554
38,593
Customer lists
10,733
59,770
Permits and other intangibles
39,273
86,314
Other assets
—
40
Accounts payable and accrued liabilities
( 16,525 )
( 10,800 )
Current portion of operating lease liabilities
( 128 )
( 541 )
Deferred revenue
( 4,890 )
( 3,951 )
Long-term portion of operating lease liabilities
( 484 )
( 1,209 )
Other long-term liabilities
( 8,744 )
( 2,250 )
Deferred income taxes
—
( 17,055 )
Total identifiable net assets
309,041
476,030
Goodwill
$
90,113
$
261,000
Of the goodwill acquired during the nine months ended September 30, 2026 and 2025, a total of $ 90,113 and $ 214,059 , respectively, is expected to be deductible for tax purposes. The fair value of acquired working capital related to four immaterial acquisitions completed during the twelve months ended September 30, 2026, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed. Any adjustments recorded relating to finalizing the working capital for these four acquisitions are not expected to be material to the Company’s financial position. The adjustments recorded during the nine months ended September 30, 2026 relating to finalizing the acquired working capital for the immaterial acquisitions completed during the twelve months ended December 31, 2025 were not material to the Company’s financial position.
The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2026, was $ 13,548 , of which $ 2,036 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2025, was $ 22,292 , of which $ 847 was expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisition of these businesses.
14
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
8 . INTANGIBLE ASSETS, NET
Intangible assets, exclusive of goodwill, consisted of the following at September 30, 2026:
Gross
Accumulated
Net
Carrying
Accumulated
Impairment
Carrying
Amount
Amortization
Loss
Amount
Finite-lived intangible assets:
Long-term franchise agreements and contracts
$
1,179,714
$
( 503,329 )
$
—
$
676,385
Customer lists
1,100,422
( 858,454 )
—
241,968
Permits and other
1,153,708
( 219,540 )
( 66,188 )
867,980
3,433,844
( 1,581,323 )
( 66,188 )
1,786,333
Indefinite-lived intangible assets:
Solid waste collection and transportation permits
181,613
—
—
181,613
Intangible assets, exclusive of goodwill
$
3,615,457
$
( 1,581,323 )
$
( 66,188 )
$
1,967,946
The weighted-average amortization period of long-term franchise agreements and contracts acquired during the nine months ended September 30, 2026 was 15.7 years. The weighted-average amortization period of customer lists acquired during the nine months ended September 30, 2026 was 10.9 years. The weighted-average amortization period of finite-lived permits and other acquired during the nine months ended September 30, 2026 was 34.5 years.
Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2025:
Gross
Accumulated
Net
Carrying
Accumulated
Impairment
Carrying
Amount
Amortization
Loss
Amount
Finite-lived intangible assets:
Long-term franchise agreements and contracts
$
1,131,332
$
( 457,664 )
$
—
$
673,668
Customer lists
1,098,172
( 798,973 )
—
299,199
Permits and other
1,114,690
( 196,782 )
( 66,188 )
851,720
3,344,194
( 1,453,419 )
( 66,188 )
1,824,587
Indefinite-lived intangible assets:
Solid waste collection and transportation permits
181,613
—
—
181,613
Intangible assets, exclusive of goodwill
$
3,525,807
$
( 1,453,419 )
$
( 66,188 )
$
2,006,200
Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of September 30, 2026 is as follows:
For the year ending December 31, 2026
$
191,937
For the year ending December 31, 2027
$
172,345
For the year ending December 31, 2028
$
152,722
For the year ending December 31, 2029
$
137,199
For the year ending December 31, 2030
$
122,800
15
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
9. LONG-TERM DEBT
The following table presents the Company’s long-term debt at September 30, 2026 and December 31, 2025:
September 30,
December 31,
2026
2025
Revolving Credit Agreement, bearing interest ranging from 3.45 % to 7.00 % (a)
$
1,929,364
$
2,381,646
4.25 % Senior Notes due 2028
500,000
500,000
3.50 % Senior Notes due 2029
500,000
500,000
4.50 % Senior Notes due 2029
352,400
364,800
2.60 % Senior Notes due 2030
600,000
600,000
2.20 % Senior Notes due 2032
650,000
650,000
3.20 % Senior Notes due 2032
500,000
500,000
4.20 % Senior Notes due 2033
750,000
750,000
4.20 % Senior Notes due 2033
211,440
—
5.00 % Senior Notes due 2034
750,000
750,000
5.25 % Senior Notes due 2035
500,000
500,000
4.80 % Senior Notes due 2036
600,000
—
4.55 % Senior Notes due 2036
281,920
—
3.05 % Senior Notes due 2050
500,000
500,000
2.95 % Senior Notes due 2052
850,000
850,000
Notes payable to sellers and other third parties, bearing interest ranging from 2.42 % to 10.35 %, principal and interest payments due periodically with due dates ranging from 2028 to 2044 (a)
21,600
26,420
Finance leases, bearing interest ranging from 1.89 % to 12.00 %, with lease expiration dates ranging from 2027 to 2035 (a)
13,717
15,973
9,510,441
8,888,839
Less – current portion
( 7,801 )
( 8,667 )
Less – unamortized debt discount and issuance costs
( 75,571 )
( 69,068 )
Long-term portion of debt and notes payable
$
9,427,069
$
8,811,104
(a) Interest rates represent the interest rates at September 30, 2026.
16
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
Revolving Credit Agreement
The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S. agent and a letter of credit issuer, and the other lenders and financial institutions from time to time party thereto (the “Lenders”) are party to that certain Revolving Credit Agreement, dated as of February 27, 2024 (as amended pursuant to that certain Amendment No. 1 to Revolving Credit Agreement, dated as of May 23, 2025, and as further amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), pursuant to which the Lenders provide loans and other credit extensions to the Company under a revolving credit facility. Details of the Revolving Credit Agreement at September 30, 2026 and December 31, 2025 are as follows:
September 30,
December 31,
2026
2025
Revolver
Available
$
948,478
$
581,059
Letters of credit outstanding
$
122,158
$
37,295
Total amount drawn, as follows:
$
1,929,364
$
2,381,646
Amount drawn – U.S. term SOFR loan
$
1,100,000
$
965,000
Interest rate applicable – U.S. term SOFR loan
4.56
%
4.75
%
Amount drawn – U.S. term SOFR loan
$
110,000
$
150,000
Interest rate applicable – U.S. term SOFR loan
4.77
%
4.59
%
Amount drawn – U.S. term SOFR loan
$
50,000
$
—
Interest rate applicable – U.S. term SOFR loan
4.69
%
—
%
Amount drawn – U.S. term SOFR loan
$
27,000
$
—
Interest rate applicable – U.S. term SOFR loan
4.77
%
—
%
Amount drawn – U.S. term SOFR loan
$
25,000
$
—
Interest rate applicable – U.S. term SOFR loan
4.77
%
—
%
Amount drawn – U.S. base rate loan
$
50,000
$
38,000
Interest rate applicable – U.S. base rate loan
7.00
%
6.75
%
Amount drawn – Canadian term CORRA loan
$
563,840
$
1,163,712
Interest rate applicable - Canadian term CORRA loan
3.45
%
3.41
%
Amount drawn – Canadian term CORRA loan
$
—
$
51,072
Interest rate applicable - Canadian term CORRA loan
—
%
3.44
%
Amount drawn – Canadian prime rate loan
$
3,524
$
13,862
Interest rate applicable - Canadian prime rate loan
4.45
%
4.45
%
Commitment – rate applicable
0.08
%
0.08
%
In addition to the $ 122,158 of letters of credit at September 30, 2026 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 323,875 under facilities other than the Revolving Credit Agreement.
17
Table of Contents
WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
Senior Notes
On August 4, 2026, the Company completed an underwritten public offering of CAD $ 300,000,000 aggregate principal amount of its 4.20 % Senior Notes due 2033 (the “New 2033 Senior Notes”) and CAD $ 400,000,000 aggregate principal amount of its 4.55 % Senior Notes due 2036 (the “New 2036 Senior Notes” and, together with the New 2033 Senior Notes, the “Senior Notes”). The Senior Notes were issued under an indenture, dated as of November 16, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a twelfth supplemental indenture, dated as of August 4, 2026.
The Company will pay interest on the Senior Notes on March 4 and September 4 of each year, beginning March 4, 2027. The New 2033 Senior Notes will mature on September 4, 2033 and the New 2036 Senior Notes will mature on September 4, 2036 . The Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Senior Notes are not guaranteed by any of the Company’s subsidiaries.
The Company may, prior to July 4, 2033 (two months before the maturity date), redeem some or all of the New 2033 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the aggregate principal amount of the New 2033 Senior Notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date of redemption) on the New 2033 Senior Notes redeemed discounted to the redemption date (assuming the New 2033 Senior Notes matured on July 4, 2033 ), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. Commencing on July 4, 2033 , the Company may redeem some or all of the New 2033 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2033 Senior Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date. The Company may, prior to June 4, 2036 (three months before the maturity date), redeem some or all of the New 2036 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the aggregate principal amount of the New 2036 Senior Notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date of redemption) on the New 2036 Senior Notes redeemed discounted to the redemption date (assuming the New 2036 Senior Notes matured on June 4, 2036 ), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. Commencing on June 4, 2036 , the Company may redeem some or all of the New 2036 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2036 Senior Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding, the redemption date.
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the Senior Notes to ensure that the net amounts received by each holder of the Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the Senior Notes. If such payment of Additional Amounts is a result of a change in the laws or regulations, including a change in, or amendment to, any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Senior Notes having power to tax, and the Company cannot avoid such payment of Additional Amounts through reasonable measures, then the Company may redeem the Senior Notes then outstanding at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
If the Company experiences certain kinds of changes of control, each holder of the Senior Notes may require the Company to purchase all or a portion of the Senior Notes for cash at a price equal to 101 % of the aggregate principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.
The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets. The Indenture also includes customary events of default with respect to the Senior Notes.
Upon an event of default with respect to a series of Senior Notes, the principal of and accrued and unpaid interest on all the Senior Notes of that series may be declared to be due and payable by the Trustee or the holders of not less than 25 % in principal amount of the outstanding Senior Notes of the applicable series. Upon such a declaration, such principal and accrued interest on all of the applicable series of the Senior Notes will be due and payable immediately. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding series of the Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the applicable series of the Senior Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Senior Notes of any series may rescind any such acceleration with respect to the Senior Notes of that series and its consequences.
Computershare Trust Company of Canada (the “Agent”) will initially act as paying agent, transfer agent, authenticating agent and registrar for the Senior Notes. The obligations of the Company, Trustee and Agent with respect to the Senior Notes are governed under an Agency Agreement, dated as of August 4, 2026, between the Company, the Trustee and the Agent (the “Agency Agreement”). The Company may change the paying agent, transfer agent, authenticating agent and registrar in accordance with the terms of the Indenture and the Agency Agreement.
10. SEGMENT REPORTING
The Company’s revenues are generated primarily from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented.
For the nine months ended September 30, 2026, the Company managed its operations through the following six geographic solid waste operating segments: Southern, Western, Eastern, Central, MidSouth and Canada. The Company’s six geographic solid waste operating segments comprise its reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts. Certain corporate or regional
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
overhead expense allocations may affect comparability of the segment information presented herein on a period-over-period basis.
The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s President and Chief Executive Officer. The CODM evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. The Company defines segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, and other income (expense). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.
Summarized financial information concerning the Company’s reportable segments for the three and nine months ended September 30, 2026 and 2025, including a reconciliation of segment EBITDA to Income before income tax provision, is shown in the following tables:
Three Months Ended
U.S. Operating Segments
September 30, 2026
Southern
Western
Eastern
Central
MidSouth
Canada
Corporate (a), (f)
Consolidated
Revenue
$
612,657
$
594,978
$
554,188
$
490,570
$
370,951
$
419,613
$
—
$
3,042,957
Intercompany revenue (b)
( 63,851 )
( 72,603 )
( 102,961 )
( 54,722 )
( 70,346 )
( 40,393 )
—
( 404,876 )
Reported revenue
548,806
522,375
451,227
435,848
300,605
379,220
—
2,638,081
Segment expenses (c)
( 356,700 )
( 370,099 )
( 331,671 )
( 272,185 )
( 211,674 )
( 210,314 )
( 2,434 )
( 1,755,077 )
Segment EBITDA (d)
192,106
152,276
119,556
163,663
88,931
168,906
( 2,434 )
883,004
Segment EBITDA margin
35.0
%
29.2
%
26.5
%
37.6
%
29.6
%
44.5
%
33.5
%
Depreciation and amortization
( 73,595 )
( 59,836 )
( 60,954 )
( 47,782 )
( 38,296 )
( 54,495 )
( 4,450 )
( 339,408 )
Other segment items (e)
( 844 )
3,057
( 780 )
1,288
( 1,271 )
( 542 )
( 93,379 )
( 92,471 )
Income before income tax provision
$
451,125
Capital expenditures
$
63,221
$
61,052
$
52,265
$
37,212
$
35,372
$
39,680
$
11,123
$
299,925
Total assets (g)
$
4,733,007
$
3,763,286
$
3,783,180
$
2,927,792
$
2,086,916
$
3,622,335
$
593,752
$
21,510,268
Three Months Ended
U.S. Operating Segments
September 30, 2025
Southern
Western
Eastern
Central
MidSouth
Canada
Corporate (a), (f)
Consolidated
Revenue
$
547,026
$
553,346
$
532,479
$
465,399
$
339,721
$
386,526
$
—
$
2,824,497
Intercompany revenue (b)
( 61,632 )
( 67,091 )
( 91,709 )
( 52,010 )
( 56,917 )
( 36,760 )
—
( 366,119 )
Reported revenue
485,394
486,255
440,770
413,389
282,804
349,766
—
2,458,378
Segment expenses (c)
( 327,038 )
( 342,473 )
( 319,770 )
( 262,741 )
( 202,163 )
( 189,851 )
706
( 1,643,330 )
Segment EBITDA (d)
158,356
143,782
121,000
150,648
80,641
159,915
706
815,048
Segment EBITDA margin
32.6
%
29.6
%
27.5
%
36.4
%
28.5
%
45.7
%
33.2
%
Depreciation and amortization
( 61,418 )
( 54,674 )
( 60,107 )
( 45,918 )
( 38,223 )
( 51,423 )
( 3,567 )
( 315,330 )
Other segment items (e)
( 55,366 )
2,689
6,968
997
( 177 )
( 2,286 )
( 77,769 )
( 124,944 )
Income before income tax provision
$
374,774
Capital expenditures
$
49,720
$
56,768
$
54,608
$
44,450
$
42,347
$
35,541
$
13,738
$
297,172
Total assets (g)
$
4,378,250
$
3,509,817
$
3,697,641
$
2,877,630
$
2,025,124
$
3,717,394
$
576,639
$
20,782,495
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
Nine Months Ended
U.S. Operating Segments
September 30, 2026
Southern
Western
Eastern
Central
MidSouth
Canada
Corporate (a), (f)
Consolidated
Revenue
$
1,749,584
$
1,684,154
$
1,586,438
$
1,415,177
$
1,056,388
$
1,222,711
$
—
$
8,714,452
Intercompany revenue (b)
( 189,090 )
( 206,606 )
( 285,535 )
( 158,805 )
( 191,201 )
( 112,896 )
—
( 1,144,133 )
Reported revenue
1,560,494
1,477,548
1,300,903
1,256,372
865,187
1,109,815
—
7,570,319
Segment expenses (c)
( 1,037,036 )
( 1,068,150 )
( 951,694 )
( 792,704 )
( 622,257 )
( 624,050 )
( 11,114 )
( 5,107,005 )
Segment EBITDA (d)
523,458
409,398
349,209
463,668
242,930
485,765
( 11,114 )
2,463,314
Segment EBITDA margin
33.5
%
27.7
%
26.8
%
36.9
%
28.1
%
43.8
%
32.5
%
Depreciation and amortization
( 207,208 )
( 172,594 )
( 178,634 )
( 139,459 )
( 111,212 )
( 158,752 )
( 12,175 )
( 980,034 )
Other segment items (e)
( 5,106 )
( 90,975 )
( 7,103 )
1,931
( 1,850 )
( 1,387 )
( 260,377 )
( 364,867 )
Income before income tax provision
$
1,118,413
Capital expenditures
$
185,911
$
167,935
$
156,772
$
127,185
$
110,268
$
122,386
$
79,467
$
949,924
Total assets (g)
$
4,733,007
$
3,763,286
$
3,783,180
$
2,927,792
$
2,086,916
$
3,622,335
$
593,752
$
21,510,268
Nine Months Ended
U.S. Operating Segments
September 30, 2025
Southern
Western
Eastern
Central
MidSouth
Canada
Corporate (a), (f)
Consolidated
Revenue
$
1,593,615
$
1,581,840
$
1,546,270
$
1,332,382
$
976,523
$
1,097,770
$
—
$
8,128,400
Intercompany revenue (b)
( 177,874 )
( 195,518 )
( 260,017 )
( 143,523 )
( 156,003 )
( 101,856 )
—
( 1,034,791 )
Reported revenue
1,415,741
1,386,322
1,286,253
1,188,859
820,520
995,914
—
7,093,609
Segment expenses (c)
( 954,378 )
( 1,002,225 )
( 947,818 )
( 763,082 )
( 592,471 )
( 544,487 )
( 16,268 )
( 4,820,729 )
Segment EBITDA (d)
461,363
384,097
338,435
425,777
228,049
451,427
( 16,268 )
2,272,880
Segment EBITDA margin
32.6
%
27.7
%
26.3
%
35.8
%
27.8
%
45.3
%
32.0
%
Depreciation and amortization
( 178,170 )
( 160,043 )
( 176,034 )
( 132,948 )
( 110,931 )
( 146,131 )
( 8,679 )
( 912,936 )
Other segment items (e)
( 62,462 )
6,413
3,013
394
( 747 )
( 3,012 )
( 226,634 )
( 283,035 )
Income before income tax provision
$
1,076,909
Capital expenditures
$
142,756
$
135,623
$
143,397
$
138,517
$
93,693
$
103,701
$
37,250
$
794,937
Total assets (g)
$
4,378,250
$
3,509,817
$
3,697,641
$
2,877,630
$
2,025,124
$
3,717,394
$
576,639
$
20,782,495
(a) The majority of Corporate expenses are allocated to the six operating segments. Direct acquisition expenses and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented.
(b) Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service.
(c) Segment expenses consist of all expenses that directly impact the CODM's primary financial measure, segment EBITDA. These expenses include cost of operations and selling, general, and administrative expenses as presented in the Company’s Condensed Consolidated Statements of Net Income.
(d) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K.
(e) For all geographic operating segments, other segment items consist of gains and losses on disposal of assets, disposal of operations and foreign currency, as well as litigation settlements, environmental remediation, real estate leases, landfill closure adjustments, contingent liability adjustments, impairments and interest income.
(f) Corporate assets include cash, debt issuance costs, equity investments, operating lease right-of-use assets and corporate facility leasehold improvements and equipment.
(g) Goodwill is included within total assets for each of the Company’s six operating segments.
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
The following tables show changes in goodwill during the nine months ended September 30, 2026 and 2025, by reportable segment:
U.S. Operating Segments
Southern
Western
Eastern
Central
MidSouth
Canada
Total
Balance as of December 31, 2025
$
1,833,746
$
866,610
$
1,791,163
$
1,023,111
$
855,689
$
2,021,930
$
8,392,249
Goodwill acquired
13,247
61,186
7,243
6,468
—
—
88,144
Goodwill acquisition adjustments
—
—
—
—
1,966
3
1,969
Impact of changes in foreign currency
—
—
—
—
—
( 68,728 )
( 68,728 )
Balance as of September 30, 2026
$
1,846,993
$
927,796
$
1,798,406
$
1,029,579
$
857,655
$
1,953,205
$
8,413,634
U.S. Operating Segments
Southern
Western
Eastern
Central
MidSouth
Canada
Total
Balance as of December 31, 2024
$
1,577,114
$
864,602
$
1,735,584
$
1,010,574
$
849,441
$
1,913,091
$
7,950,406
Goodwill acquired
188,812
2,395
44,580
12,636
—
12,902
261,325
Goodwill acquisition adjustments
—
—
—
—
( 325 )
—
( 325 )
Impact of changes in foreign currency
—
—
—
—
—
63,980
63,980
Balance as of September 30, 2025
$
1,765,926
$
866,997
$
1,780,164
$
1,023,210
$
849,116
$
1,989,973
$
8,275,386
11. DERIVATIVE FINANCIAL INSTRUMENTS
The Company recognizes all derivatives on the Condensed Consolidated Balance Sheets at fair value. All of the Company’s derivatives have been designated as cash flow hedges; therefore, the gain or loss on the derivatives will be recognized in accumulated other comprehensive income (loss) (“AOCIL”) and reclassified into earnings in the same period during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company classifies cash inflows and outflows from derivatives within operating activities on the Condensed Consolidated Statements of Cash Flows.
One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings under the Revolving Credit Agreement. The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swap outstanding at September 30, 2026 was specifically designated to the Revolving Credit Agreement and accounted for as a cash flow hedge.
At September 30, 2026, the Company’s derivative instruments included one interest rate swap agreement as follows:
Fixed
Variable
Notional
Interest
Interest Rate
Date Entered
Amount
Rate Paid (a)
Received
Effective Date (b)
Expiration Date
December 2018
$
200,000
2.7715
%
1-month term SOFR
November 2022
July 2027
(a) Plus applicable margin.
(b) In October 2022, the Company amended the reference rate in its outstanding interest rate swap contract to replace One-Month LIBOR with One-Month term SOFR and certain credit spread adjustments. The Company did not record any gains or losses upon the conversion of the reference rates in this interest rate swap contract, and the Company believes this amendment will not have a material impact on its Condensed Consolidated Financial Statements.
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
The fair values of derivative instruments designated as cash flow hedges at September 30, 2026, were as follows:
Derivatives Designated as Cash
Asset Derivatives
Liability Derivatives
Flow Hedges
Balance Sheet Location
Fair Value
Balance Sheet Location
Fair Value
Interest rate swaps
Prepaid expenses and other current assets (a)
$
2,448
Accrued liabilities
$
—
(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at September 30, 2026 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months. The actual amounts reclassified into earnings are dependent on future movements in interest rates.
The fair values of derivative instruments designated as cash flow hedges at December 31, 2025, were as follows:
Derivatives Designated as Cash
Asset Derivatives
Liability Derivatives
Flow Hedges
Balance Sheet Location
Fair Value
Balance Sheet Location
Fair Value
Interest rate swaps
Prepaid expenses and other current assets
$
1,272
Accrued liabilities
$
—
Other assets, net
446
Total derivatives designated as cash flow hedges
$
1,718
$
—
The following tables summarize the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and nine months ended September 30, 2026 and 2025:
Derivatives
Statement of
Amount of (Gain) or Loss Reclassified
Designated as Cash
Amount of Gain or (Loss) Recognized
Net Income
from AOCIL into Earnings,
Flow Hedges
as AOCIL on Derivatives, Net of Tax (a)
Classification
Net of Tax (b)
Three Months Ended
Three Months Ended
September 30,
September 30,
2026
2025
2026
2025
Interest rate swaps
$
357
$
250
Interest expense
$
( 340 )
$
( 2,524 )
Derivatives
Statement of
Amount of (Gain) or Loss Reclassified
Designated as Cash
Amount of Gain or (Loss) Recognized
Net Income
from AOCIL into Earnings,
Flow Hedges
as AOCIL on Derivatives, Net of Tax (a)
Classification
Net of Tax (b)
Nine Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Interest rate swaps
$
1,531
$
( 506 )
Interest expense
$
( 995 )
$
( 7,466 )
(a) In accordance with the derivatives and hedging guidance, the changes in fair values of interest rate swaps have been recorded in equity as a component of AOCIL. As the critical terms of the interest rate swaps match the underlying debt being hedged, all unrealized changes in fair value are recorded in AOCIL.
(b) Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt.
See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps. As of September 30, 2026 and December 31, 2025, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of September 30, 2026 and December 31, 2025, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of September 30, 2026 and December 31, 2025, are as follows:
Carrying Value at
Fair Value (a) at
September 30,
December 31,
September 30,
December 31,
2026
2025
2026
2025
4.25 % Senior Notes due 2028
$
500,000
$
500,000
$
489,600
$
503,750
3.50 % Senior Notes due 2029
$
500,000
$
500,000
$
477,350
$
491,900
4.50 % Senior Notes due 2029
$
352,400
$
364,800
$
355,634
$
377,001
2.60 % Senior Notes due 2030
$
600,000
$
600,000
$
548,040
$
566,100
2.20 % Senior Notes due 2032
$
650,000
$
650,000
$
547,950
$
574,730
3.20 % Senior Notes due 2032
$
500,000
$
500,000
$
439,600
$
465,900
4.20 % Senior Notes due 2033
$
750,000
$
750,000
$
686,400
$
736,350
4.20 % Senior Notes due 2033
$
211,440
$
—
$
210,864
$
—
5.00 % Senior Notes due 2034
$
750,000
$
750,000
$
681,825
$
767,175
5.25 % Senior Notes due 2035
$
500,000
$
500,000
$
471,700
$
518,550
4.80 % Senior Notes due 2036
$
600,000
$
—
$
545,460
$
—
4.55 % Senior Notes due 2036
$
281,920
$
—
$
278,704
$
—
3.05 % Senior Notes due 2050
$
500,000
$
500,000
$
297,400
$
335,550
2.95 % Senior Notes due 2052
$
850,000
$
850,000
$
486,370
$
551,650
(a) Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms.
For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, refer to Note 14.
13. NET INCOME PER SHARE INFORMATION
The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Numerator:
Net income for basic and diluted earnings per share
$
359,224
$
286,271
$
874,967
$
818,057
Denominator:
Basic shares outstanding
251,338,542
256,948,902
253,369,277
257,835,515
Dilutive effect of equity-based awards
534,590
631,419
486,528
649,183
Diluted shares outstanding
251,873,132
257,580,321
253,855,805
258,484,698
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
14. FAIR VALUE MEASUREMENTS
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data.
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments and restricted cash and investments. At September 30, 2026 and December 31, 2025, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps. The Company’s interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts. The Company verifies the reasonableness of these quotes using similar quotes from another financial institution as of each date for which financial statements are prepared. For the Company’s interest rate swaps, the Company also considers the Company’s creditworthiness in its determination of the fair value measurement of these instruments in a net liability position and the counterparties’ creditworthiness in its determination of the fair value measurement of these instruments in a net asset position. The Company’s restricted cash is valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted cash measured at fair value is invested primarily in money market accounts and bank time deposits. The Company’s restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted investments measured at fair value are invested primarily in U.S. government securities, agency securities and Canadian bankers’ acceptance notes.
The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2026 and December 31, 2025, were as follows:
Fair Value Measurement at September 30, 2026 Using
Quoted Prices in
Significant
Active Markets
Other
Significant
for Identical
Observable
Unobservable
Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
Interest rate swap derivative instruments – net asset position
$
2,448
$
—
$
2,448
$
—
Restricted cash
$
183,125
$
183,125
$
—
$
—
Restricted investments
$
73,491
$
—
$
73,491
$
—
Contingent consideration
$
( 79,584 )
$
—
$
—
$
( 79,584 )
Fair Value Measurement at December 31, 2025 Using
Quoted Prices in
Significant
Active Markets
Other
Significant
for Identical
Observable
Unobservable
Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
Interest rate swap derivative instruments – net asset position
$
1,718
$
—
$
1,718
$
—
Restricted cash
$
183,612
$
183,612
$
—
$
—
Restricted investments
$
80,533
$
—
$
80,533
$
—
Contingent consideration
$
( 84,696 )
$
—
$
—
$
( 84,696 )
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the nine months ended September 30, 2026 and 2025:
Nine Months Ended September 30,
2026
2025
Beginning balance
$
84,696
$
87,162
Contingent consideration recorded at acquisition date
5,678
16,934
Payment of contingent consideration recorded at acquisition date
( 11,211 )
( 28,324 )
Payment of contingent consideration recorded in earnings
( 1 )
( 400 )
Adjustments to contingent consideration
( 1,315 )
30,874
Interest accretion expense
2,358
2,632
Foreign currency translation adjustment
( 621 )
246
Ending balance
$
79,584
$
109,124
15. OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) includes changes in the fair value of interest rate swaps that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the three and nine months ended September 30, 2026 and 2025 are as follows:
Three Months Ended September 30, 2026
Gross
Tax Effect
Net of Tax
Interest rate swap amounts reclassified into interest expense
$
( 463 )
$
123
$
( 340 )
Changes in fair value of interest rate swaps
486
( 129 )
357
Foreign currency translation adjustment
1,751
—
1,751
$
1,774
$
( 6 )
$
1,768
Three Months Ended September 30, 2025
Gross
Tax Effect
Net of Tax
Interest rate swap amounts reclassified into interest expense
$
( 3,434 )
$
910
$
( 2,524 )
Changes in fair value of interest rate swaps
341
( 91 )
250
Foreign currency translation adjustment
( 42,998 )
—
( 42,998 )
$
( 46,091 )
$
819
$
( 45,272 )
Nine Months Ended September 30, 2026
Gross
Tax Effect
Net of Tax
Interest rate swap amounts reclassified into interest expense
$
( 1,354 )
$
359
$
( 995 )
Changes in fair value of interest rate swaps
2,083
( 552 )
1,531
Foreign currency translation adjustment
( 66,371 )
—
( 66,371 )
$
( 65,642 )
$
( 193 )
$
( 65,835 )
Nine Months Ended September 30, 2025
Gross
Tax Effect
Net of Tax
Interest rate swap amounts reclassified into interest expense
$
( 10,158 )
$
2,692
$
( 7,466 )
Changes in fair value of interest rate swaps
( 688 )
182
( 506 )
Foreign currency translation adjustment
74,628
—
74,628
$
63,782
$
2,874
$
66,656
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
A rollforward of the amounts included in AOCIL, net of taxes, for the nine months ended September 30, 2026 and 2025, is as follows:
Foreign
Accumulated
Currency
Other
Interest
Translation
Comprehensive
Rate Swaps
Adjustment
Income (Loss)
Balance at December 31, 2025
$
1,263
$
( 112,307 )
$
( 111,044 )
Amounts reclassified into earnings
( 995 )
—
( 995 )
Changes in fair value
1,531
—
1,531
Foreign currency translation adjustment
—
( 66,371 )
( 66,371 )
Balance at September 30, 2026
$
1,799
$
( 178,678 )
$
( 176,879 )
Foreign
Accumulated
Currency
Other
Interest
Translation
Comprehensive
Rate Swaps
Adjustment
Income (Loss)
Balance at December 31, 2024
$
10,237
$
( 215,977 )
$
( 205,740 )
Amounts reclassified into earnings
( 7,466 )
—
( 7,466 )
Changes in fair value
( 506 )
—
( 506 )
Foreign currency translation adjustment
—
74,628
74,628
Balance at September 30, 2025
$
2,265
$
( 141,349 )
$
( 139,084 )
See Note 11 for further discussion on the Company’s derivative instruments.
16. SHAREHOLDERS’ EQUITY
Share-Based Compensation
Restricted Share Units
A summary of activity related to restricted share units (“RSUs”) during the nine-month period ended September 30, 2026, is presented below:
Unvested Shares
Outstanding at December 31, 2025
871,272
Granted
437,737
Forfeited
( 46,391 )
Vested and issued
( 363,057 )
Outstanding at September 30, 2026
899,561
The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the nine-month period ended September 30, 2026 was $ 156.62 .
Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs. At September 30, 2026 and 2025, the Company had 26,320 and 29,092 vested deferred RSUs outstanding, respectively.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
Performance-Based Restricted Share Units
A summary of activity related to performance-based restricted share units (“PSUs”) during the nine-month period ended September 30, 2026, is presented below:
Unvested Shares
Outstanding at December 31, 2025
211,283
Granted
114,839
Forfeited
( 951 )
Vested and issued
( 106,304 )
Outstanding at September 30, 2026
218,867
During the nine months ended September 30, 2026, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2028 . The Compensation Committee will determine the achievement of performance results and corresponding vesting of PSUs for each performance period. The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the nine-month period ended September 30, 2026 was $ 150.06 .
Deferred Share Units
A summary of activity related to deferred share units (“DSUs”) during the nine-month period ended September 30, 2026, is presented below:
Vested Shares
Outstanding at December 31, 2025
22,903
Granted
3,464
Share settled
( 2,047 )
Outstanding at September 30, 2026
24,320
The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition. The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the nine-month period ended September 30, 2026 was $ 160.57 .
Other Restricted Share Units
RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition in 2016 and allow for the issuance of shares or cash settlement to employees upon vesting or other distribution events. A summary of activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2026, is presented below:
Outstanding at December 31, 2025
43,716
Cash settled
—
Outstanding at September 30, 2026
43,716
No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
Employee Share Purchase Plan
On May 15, 2020, the Company’s shareholders approved the 2020 Employee Share Purchase Plan (the “ESPP”). Under the ESPP, qualified employees may elect to have payroll deductions withheld from their eligible compensation on each payroll date in amounts equal to or greater than one percent (1%) but not in excess of ten percent (10%) of eligible compensation in order to purchase the Company’s common shares under certain terms and subject to certain restrictions set forth in the ESPP. The exercise price is equal to 95 % of the closing price of the Company’s common shares on the last day of the relevant offering period, provided, however, that such exercise price will not be less than 85 % of the volume weighted average price of the Company’s common shares as reflected on the Toronto Stock Exchange (the “TSX”) over the final five trading days of such offering period. The maximum number of shares that may be issued under the ESPP is 1,000,000 . Under the ESPP, employees purchased 38,799 of the Company’s common shares for $ 6,309 during the nine months ended September 30, 2026. Under the ESPP, employees purchased 32,150 of the Company’s common shares for $ 5,464 during the nine months ended September 30, 2025.
Normal Course Issuer Bid
On August 7, 2026, the Company announced the annual renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase up to 12,578,462 of the Company’s common shares during the period of August 12, 2026 to August 11, 2027 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed the conclusion of the Company’s previous NCIB that expired August 11, 2026. Under the NCIB, the Company may make share repurchases on the TSX, the New York Stock Exchange (the “NYSE”), the NYSE Texas and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction and subject to certain volume limitations in accordance with the rules of the TSX and the SEC.
In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems are limited to a maximum of 95,113 common shares, which represents 25% of the average daily trading volume on the TSX for the period from February 1, 2026 to July 31, 2026. The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit. The maximum number of shares that can be purchased per day on the NYSE and NYSE Texas will be 25 % of the average daily trading volume on such exchanges for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases.
The timing and amounts of any repurchases pursuant to the NCIB will depend on market conditions, share price and other factors, including potential acquisition growth opportunities. All common shares purchased under the NCIB will be immediately cancelled following their repurchase.
For the nine months ended September 30, 2026, the Company repurchased 5,731,941 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 944,432 . For the nine months ended September 30, 2025, the Company repurchased 2,393,351 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 442,176 . As of September 30, 2026, the remaining maximum number of shares available for repurchase under the current NCIB was 11,564,983 .
Cash Dividend
In October 2025, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.035 , from $ 0.315 to $ 0.350 per Company common share. Cash dividends of $ 265,492 and $ 243,950 were paid during the nine months ended September 30, 2026 and 2025, respectively.
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WASTE CONNECTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
17. COMMITMENTS AND CONTINGENCIES
In the normal course of its business and as a result of the extensive governmental regulation of the solid waste and E&P waste industries, the Company is subject to various judicial and administrative proceedings involving Canadian regulatory authorities as well as U.S. federal, state and local agencies. In these proceedings, an agency may subpoena the Company for records, or seek to impose fines on the Company or revoke or deny renewal of an authorization held or sought by the Company, including an operating permit. From time to time, the Company may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills, transfer stations, and E&P waste treatment, recovery and disposal operations, or alleging environmental damage or violations of the permits and licenses pursuant to which the Company operates. The Company uses $ 1,000 as a threshold for disclosing environmental matters involving a governmental authority and potential monetary sanctions.
In addition, the Company is a party to various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of the Company’s business. Except as noted in the matters described below, as of September 30, 2026, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.
Jefferson Parish, Louisiana Landfill Litigation
Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “JP Landfill”), located in Avondale, Louisiana, near the City of New Orleans. LRLC’s operations were governed by an Operating Agreement entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the JP Landfill, Jefferson Parish (the “Parish”). The Parish also holds the State of Louisiana permit for the operation of the JP Landfill. Aptim Corporation, and later River Birch, LLC, operated the landfill gas collection system at the JP Landfill under a separate contract with the Parish.
In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court. The cases were removed to the United States District Court for the Eastern District of Louisiana, and ultimately consolidated before Judge Susie Morgan in New Orleans (the “Ictech-Bendeck” action).
The Ictech-Bendeck class plaintiffs asserted claims for damages from odors allegedly emanating from the JP Landfill. The consolidated putative class action complaint alleged that the JP Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserted a range of liability theories—nuisance, negligence (later dismissed), and strict liability—against all defendants. The Ictech-Bendeck plaintiffs sought unspecified damages. On May 15, 2024, the Ictech-Bendeck plaintiffs filed an amended motion for class certification, asking the court to certify a class on liability and allocation issues and that specific causation be left for individual determinations after a class trial. The defendants opposed the motion for certification, and on March 27, 2025, the court denied the motion. After the Company and counsel for the Ictech-Bendeck plaintiffs reached an agreement in principle to settle the five individual plaintiffs’ claims against the Company in an amount not material to the Company’s financial statements, on June 17, 2026, the court entered an order dismissing the Ictech-Bendeck claims against the Company with prejudice after consummation of the settlement agreements.
On June 3, 2025, counsel for the Ictech-Bendeck plaintiffs filed a new mass action on behalf of approximately 1,600 plaintiffs in state court (24th Judicial District, Jefferson Parish) against LRLC, certain other Company subsidiaries, and
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
Aptim Corporation (the “Crossman” action). The claims are substantively the same as the claims made in the 2018 lawsuits. The case is assigned to Judge Jacqueline F. Maloney. The Crossman petition asserts claims for damages from odors allegedly emanating from the JP Landfill from July 1, 2017 through December 31, 2019. The petition seeks unspecified damages, but stipulates that no individual plaintiff’s damages exceed $ 74.999 , and waives the right to recover in excess of that amount per plaintiff. On August 7, 2025, the Company’s subsidiaries filed and served their Answer and Affirmative Defenses to the Crossman petition. On May 1, 2026, and following motion practice, Plaintiffs filed an unopposed motion to amend their petition to add approximately 4,500 additional plaintiffs to the action, which the Court granted, putting the current total of plaintiffs at 6,211. On July 16, 2026, Plaintiffs’ counsel commenced a new action in state court (24th Judicial District, Jefferson Parish), substantively identical to the Crossman action, on behalf of 18 new Plaintiffs (the “Barnes” action). The Barnes action is assigned to Judge Chick Foret.
On May 13, 2026, at the Court’s request, the Crossman Plaintiffs filed a motion seeking an order that a ruling on general causation by the federal court in Ictech-Bendeck has preclusive effect in the Crossman action, which the Company opposed. On May 27, 2026, the Court held oral argument and granted the Plaintiffs’ motion. The Company is seeking permission to appeal that decision through a writ application with the Louisiana Fifth Circuit Court of Appeal. The Company filed its writ application and supporting brief on July 8, 2026.
On June 18, 2026, Plaintiffs filed a motion to set trial for five Crossman plaintiffs who were previously identified as proposed class representatives in the Ictech-Bendeck action. The Company filed its opposition to that motion on July 7, 2026, and the court has stayed the motion pending a decision on the Company’s writ application.
At this time, the Company is not able to determine the likelihood of any outcome regarding the claims of the individual plaintiffs in the Crossman action, including the allocation of any potential liability among the Company defendants, the Parish, and Aptim Corporation, and is not able to reasonably estimate the possible loss or range of loss.
Los Angeles County, California Landfill Expansion Litigation
In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “CC Landfill”). The CC Landfill began operating in 1972, and as a regional landfill, accepted approximately 2.3 million tons of materials for disposal and beneficial use in 2024. The CC Landfill was the second largest landfill in the County and played a vital role in the County’s ability to safely and quickly gather, process, and dispose of thousands of tons of waste, six days a week. The Application requested expansion of the existing waste footprint on CCL’s contiguous property, an increase in maximum elevation, creation of a new entrance and new support facilities, construction of a facility for the County or another third-party operator to host household hazardous waste collection events, designation of an area for mixed organics/composting, and other modifications.
After many years of reviews and delays, upon the recommendation of County staff, the County’s Regional Planning Commission (the “Commission”) approved the Application on April 19, 2017, but imposed operating conditions, fees and exactions that substantially reduced the historical landfill operations and represented a large increase in aggregate taxes and fees. CCL objected to many of the requirements imposed by the Commission. Estimates for new costs imposed on CCL under the CUP are in excess of $ 300,000 , if the CC Landfill was still open for the acceptance of waste.
CCL appealed the Commission’s decision to the County Board of Supervisors (“Board”), but the appeal was not successful. At a subsequent hearing, on July 25, 2017, the Board approved the CUP. On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the Board captioned Chiquita Canyon, LLC v. County of Los Angeles (the “Complaint”). The Complaint
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections. CCL seeks the following relief: (a) an injunction and writ of mandate against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief.
Following extensive litigation in 2018 and 2019 on the permissible scope of CCL’s challenge, the Superior Court issued its decision on July 2, 2020, granting CCL’s petition for writ of mandate in part and denying it in part. CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the CC Landfill. On October 11, 2022, CCL and the County entered into a settlement agreement that required CCL to file a CUP modification application with the County embodying the terms of the settlement agreement. CCL filed the CUP modification application on November 10, 2022, an addendum to CCL’s environmental impact report in accordance with the California Environmental Quality Act on January 12, 2024, and a revised addendum on September 30, 2024. The next steps contemplated by the settlement agreement included: completion of review by the County; scheduling the CUP modification application for a hearing before the Commission; if appealed, a hearing before the Board; and, upon approval by the Board of the CUP modification application and satisfaction of certain other contingencies, CCL would dismiss this lawsuit.
At a meeting between the County and the Company on September 23, 2024, the County first stated that it would not be possible to complete the environmental review and present the CUP modification to the Commission in 2024. Absent approval of the modified CUP, beginning January 1, 2025, the CUP requires CCL to reduce its maximum annual solid waste tonnage capacity from approximately two million tons of solid waste per year to approximately one million tons of solid waste per year. CCL and the County were required under the settlement agreement to cooperate to take additional lawful and reasonable measures to effectuate the basic terms and goals of the settlement agreement, which included modifying this tonnage reduction to a gradual step-down in tonnage. However, because the County was unable to fully implement the settlement agreement or provide a viable alternative solution to address the severe tonnage restrictions that took effect on January 1, 2025, maintaining ongoing operations at the CC Landfill was no longer economically viable. Thus, CCL closed active waste disposal operations as of December 31, 2024.
On January 10, 2025, CCL and the County appeared before the Superior Court for a trial setting conference for claims not resolved by the July 2020 writ decision and the Court set those remaining claims for a bench trial, beginning October 13, 2025. The County filed a motion to enforce the settlement agreement (which would dismiss the unresolved claims) on July 23, 2025, and, on September 10, 2025, the Court granted the County’s motion, vacated the trial date, and set a case management conference for January 9, 2026. On October 16, 2025, CCL filed a motion to enforce the settlement agreement, requesting the Court to enter judgment embodying the July 2020 writ decision and ordering a refund to CCL for fees paid. On November 10, 2025, the Court entered CCL’s proposed judgment. Following additional motions practice, the County served notice of the judgment on December 24, 2025. The County filed a notice of appeal on January 16, 2026, and CCL filed its cross-appeal on January 23, 2026. The County refunded to CCL the majority of the fees owed under the July 2020 judgment, while maintaining its right to appeal the underlying judgment.
CCL also presented a claim to Los Angeles County for breach of the settlement agreement on December 30, 2025, alleging that the County’s failure to fully implement the settlement agreement resulted in the closure of the CC Landfill. The County rejected the claim. On June 5, 2026, the Company filed a complaint in L.A. Superior Court against the County for breach of the settlement agreement, and against the Los Angeles Regional Water Quality Control Board for constitutional claims, including takings, due process, and equal protection claims. This new lawsuit, Chiquita Canyon, LLC v. County of Los Angeles, et al. (No. 26STCV18084), demands compensation in an amount exceeding $ 825,000 for the Company’s losses caused by the Landfill’s closure. An Initial Status Conference occurred on October 5, 2026, and discovery is now open. A hearing on initial pleading challenges is set for March 8, 2027.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)
At this time, the Company is not able to determine the likelihood of any outcome in this matter.
Elevated Temperature Landfill Event
Beginning in May 2023, the Company’s subsidiary, CCL, began receiving NOVs from the South Coast Air Quality Management District (“SCAQMD”) for alleged violations of Section 41700 of the California Health & Safety Code and SCAQMD Rule 402 based on complaints from the public of odors, which SCAQMD inspectors stated that they verified were from the CC Landfill. Each Rule 402 NOV alleges the CC Landfill is “discharging such quantities of air contaminants to cause injury, detriment, nuisance or annoyance to a considerable number of persons.” CCL’s retained expert consultants in Elevated Temperature Landfill (“ETLF”) events have attributed the odors and other impacts to an ETLF event that is occurring in a lined, non-active area of the CC Landfill.
Since May 2023, CCL has received approximately 497 NOVs for alleged violations of SCAQMD Rule 402 as of October 16, 2026. CCL has also received 36 additional NOVs from SCAQMD alleging violations of the Stipulated Order for Abatement, the California Health & Safety Code, other SCAQMD rules, and CCL’s Title V permit as of October 16, 2026.
On August 15, 2023, SCAQMD petitioned its Hearing Board for an Order for Abatement in Hearing Board Case No. 6177-4 to address the NOVs issued by SCAQMD inspectors as a result of the ETLF event. SCAQMD and CCL negotiated a Stipulated Order for Abatement (the “Stipulated Order”), which was issued by the Hearing Board on September 6, 2023. Numerous Modifications to the Stipulated Order were approved by the Hearing Board after multiple evidentiary hearings from January 2024 through June 2026. The modified Stipulated Order contains 110 conditions. The next status and modification hearing is scheduled for October 28 and 29, 2026.
On May 13, 2026, SCAQMD filed a complaint against Chiquita Canyon, LLC, Chiquita Canyon, Inc., and Waste Connections US, Inc. in Los Angeles Superior Court, Case No. 26STCV15409, seeking unspecified penalties for the NOVs issued since April 2023. An Initial Status Conference was held on September 4, 2026, at which the Court opened discovery.
On November 22, 2023, CCL received an NOV from the Los Angeles Regional Water Quality Control Board (“Water Board”) for alleged violations of CCL’s Waste Discharge Requirements Order No. R4-2018-0172, including the Monitoring and Reporting Program. The allegations relate to increased leachate production and leachate seeps caused by the ETLF event. CCL received three more NOVs from the Water Board in early 2024 regarding alleged discharges, reporting, and other compliance violations. CCL submitted full responses to all of the NOVs from the Water Board. On July 1, 2026, CCL submitted a petition to the State Water Resources Control Board for review and request for a hearing, seeking rescission of two of the NOVs. The State Board did not act on the petition within the applicable review period, and the petition was deemed dismissed by operation of law on September 30, 2026.
On June 27, 2024, CCL received a fifth NOV from the Water Board for alleged non-compliance with a March 20, 2024 Investigative Order issued by the Water Board pursuant to California Water Code §§ 13267 and 13383. CCL submitted a full response to the alleged violations.
On January 6, 2026 (revised January 7), CCL received a sixth NOV from the Water Board for alleged violations of the National Pollutant Discharge Elimination System General Permit for Stormwater Discharges Associated with Industrial Activities (Order No. 2014-0057-DWQ, as amended by Order No. 2018-0028-DWQ). The allegations relate to an allegedly unauthorized discharge of stormwater commingled with characteristically hazardous leachate. CCL submitted a full response to the alleged violations.
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On February 15 and March 29, 2024, CCL received two Summaries of Violations (“SOV”) from the Department of Toxic Substances Control (“DTSC”). The SOVs allege violations of California’s hazardous waste control laws and their implementing regulations related to three incidents in which offsite shipments of leachate, which tested above a regulatory threshold, were shipped to non-hazardous waste treatment and disposal facilities. CCL submitted full responses to both SOVs from DTSC.
On April 1, 2025, CCL received a third SOV from DTSC. The SOV alleges violations of California’s hazardous waste control laws and their implementing regulations related to three loads of leachate which allegedly failed to comply with landfill disposal restriction requirements and for allegedly failing to minimize the possibility of a release of hazardous waste or hazardous waste constituents. CCL submitted a full response to this SOV.
On November 18, 2025, CCL received a fourth SOV from DTSC. The SOV alleges violations of California’s hazardous waste control laws and their implementing regulations for allegedly failing to minimize the possibility of a release of hazardous waste or hazardous waste constituents, failing to properly complete hazardous waste manifests for hazardous waste condensate, and failing to properly label tanks containing hazardous waste leachate. CCL submitted full responses to this SOV.
On February 25, 2026, CCL received a fifth SOV from DTSC. The SOV alleges violations of California’s hazardous waste control laws and their implementing regulations for allegedly failing to minimize the possibility of a release of hazardous waste or hazardous waste constituents and transporting custody of hazardous waste or condensate to transporters who did not hold a valid registration issued by DTSC. CCL submitted full responses to this SOV.
On August 14, 2026, CCL received a sixth SOV from DTSC. The SOV alleges violations of California’s hazardous waste control laws and their implementing regulations for allegedly failing to minimize the possibility of a release of hazardous waste or hazardous waste constituents, failing to properly label tanks and a container accumulating hazardous waste, and failing to properly close a container accumulating hazardous waste. CCL submitted full responses to this SOV.
On April 2, 2025, CCL, Chiquita Canyon, Inc., and Waste Connections US, Inc. (“Respondents”) received from DTSC an Imminent and Substantial Endangerment Determination and Order (“ISE Order”) for alleged violations of the California Health & Safety Code. The ISE Order alleges that “there may be an imminent and/or substantial endangerment to the public health or welfare or to the environment because of the release and/or the threatened release of the hazardous substances at the Site.” The order requires Respondents to implement three removal actions: (1) extension of the geomembrane cover, (2) interim relocation of a tank farm, and (3) protection of Cell 8A. CCL filed a notice of intent to comply and sufficient cause defenses on April 9, 2025, which included its objection to DTSC’s inclusion of improper parties, Chiquita Canyon, Inc. and Waste Connections US, Inc. CCL has been working closely with DTSC to implement the three removal actions. On December 26, 2025, DTSC issued a Notice of Proposed Determination of Noncompliance with the ISE Order, alleging that Respondents have failed to submit adequate workplans for each of the removal actions. CCL disagrees with these allegations and submitted its response on January 12, 2026. On January 26, 2026, DTSC issued Respondents a Final Determination of Noncompliance with, and Violation of, the ISE Order. CCL submitted a response to this Final Determination.
On June 4, 2024, CCL received a Finding of Violation (“FOV”) from the U.S. Environmental Protection Agency, alleging violations of the New Source Performance Standards (“NSPS”) and National Emission Standards for Hazardous Air Pollutants (“NESHAP”) for municipal solid waste landfills, the NSPS and NESHAP General Provisions, and certain conditions of CCL’s Title V permit. CCL submitted a full response to the alleged violations.
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On June 3, 2026, the California Air Resources Board (“CARB”) issued CCL an NOV, alleging multiple violations of the methane concentration limits of the Landfill Methane Regulation. CCL responded to the NOV, took corrective action and believes it has resolved the alleged exceedances.
At this time, CCL is not able to determine the likely penalties that the regulatory agencies will seek for these alleged violations, but they could be substantial. CCL is also incurring substantial costs in conjunction with efforts to address the ETLF event and any related impacts, including attendant air emissions, and to manage the increased production and changing composition of the leachate. At this time, the Company is not able to determine the likelihood of any outcome of the resolution of these alleged violations, and not able to reasonably estimate the possible loss or range of loss.
Chiquita Canyon Landfill Civil Litigation
Given the facts related to the ETLF event and the alleged violations described above, numerous civil lawsuits have been filed against CCL and other Company subsidiaries, including Chiquita Canyon, Inc., Waste Connections of California, Inc., Waste Connections Management Services Inc. and Waste Connections US, Inc. These began with Howse et al. v. Chiquita Canyon, LLC, et al. (Los Angeles Co. Superior Court; filed September 5, 2023, removed to U.S.D.C. C.D. Cal. October 4, 2023). That case included class action claims, but in May 2024, those claims were dropped and the case continues as a mass tort case in federal district court. In November 2024, Judge Frimpong in the Central District of California consolidated Howse and all other then filed, related cases into In re Chiquita Landfill Litigation. Master File No. 2:23-CV-08380-MEMF-MAR (C.D. Cal.). As additional, related cases have been filed, the Company has sought to consolidate them with In re Chiquita Landfill Litigation. The Court consolidated the County Action (described below) with In re Chiquita Landfill Litigation for discovery purposes only.
There are approximately 14,000 total plaintiffs in these civil lawsuits as of October 13, 2026, which includes more than a thousand from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future although the pace of new filings has slowed. Hundreds of plaintiffs have been voluntarily dismissed, and the Company expects additional dismissals will occur as duplicate plaintiffs are removed and the case progresses.
The claims in the ongoing cases allege, among other things, nuisance odors, chemical exposures and other torts, including private nuisance (continuing and permanent), public nuisance (continuing and permanent), negligence, negligence per se, premises liability, trespass, strict liability for ultrahazardous activities, and a violation of Health and Safety Code § 41700. Plaintiffs seek damages for physical injury, fear of future physical injury, increased risk of future injury, including the need for medical monitoring, emotional distress, harm to real and personal property, medical expenses, relocation expenses, and punitive damages. Plaintiffs seek all costs of suits and attorneys’ fees. Some of the cases allege that officers and directors and/or agents of the Company’s subsidiaries had advance knowledge that failure to properly maintain and operate the CC Landfill would result in the sorts of harms that the plaintiffs allegedly suffered. Some of the cases seek injunctive relief to prevent further harm to the plaintiffs.
The additional served cases include: Suggs et al. v. Chiquita Canyon, LLC, et al. (Los Angeles Superior Court; filed February 2, 2024, removed to U.S.D.C. C.D. Cal. March 25, 2024); Siryani et al. v. Chiquita Canyon, LLC, et al. (Los Angeles Superior Court; filed March 27, 2024, removed to U.S.D.C. C.D. Cal. on April 29, 2024); Adams Evans et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court; filed April 15, 2024, removed to U.S.D.C. C.D. Cal. on July 5, 2024); Aleksanyan et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal.; filed May 20, 2024); Jolene Acosta et al., v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court; filed May 29, 2024, removed to U.S.D.C. C.D. Cal. on July 12, 2024); Quaiden Fenstermaker et. al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court; filed May 29, 2024, removed to U.S.D.C. C.D. Cal. on July 13, 2024); Briana Mejia et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court; filed May 29, 2024, removed to U.S.D.C. C.D. Cal. on July 15, 2024); Araiza et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal.; filed June 3, 2024); Melineh Gasparians et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior
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Court; filed June 10, 2024; removed to U.S.D.C. C.D. Cal. on September 4, 2024); Claudia Rivera et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court; filed June 14, 2024, removed to U.S.D.C. C.D. Cal. on July 22, 2024); Alejandra Suarez et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court; filed June 20, 2024; removed to U.S.D.C. C.D. Cal. on July 29, 2024) ; Geon Hwang, et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal.; filed July 8, 2024); Anabel Austin, et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court; filed July 9, 2024; removed to U.S.D.C. C.D. Cal. on August 16, 2024); Isabell Dolores Palomino et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal.; filed July 12, 2024); Stephanie Audish et al. v. Chiquita Canyon, LLC (Los Angeles Superior Court; filed July 16, 2024); Scott Benjamin Siegal et. al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court; filed July 16, 2024); Alina Hakopyan et al. v. Chiquita Canyon, LLC (Los Angeles Superior Court; filed August 6, 2024); Kaiden Alim et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court, filed September 27, 2024); Nicholas Difatta et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court, filed October 5, 2024); Jane Chun-Won Yang et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal. filed on November 19, 2024); K.E. et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal. filed on November 22, 2024); Maria Magdalena Alanis, et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal. filed January 6, 2025); Grace Lara et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal. filed February 10, 2025); Babken Egoian et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal., filed March 31, 2025); Kiwi Chang et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court, filed February 24, 2025); Molina et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:25-cv-05352, filed June 10, 2025); Mietzner et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:25-cv-06061, filed July 2, 2025); Fernando Perez et al. v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal. filed December 30, 2024); Nancy Mariel Aguilar et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court, filed January 27, 2025); Leticia Ojeda et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court, filed March 6, 2025); Bertha Bacon et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:25-cv-09403, filed October 2, 2025); Reyna Aguilar et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. 2:25-cv-10271, filed October 24, 2025); Rhea Estacio et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. 2:25-cv-10408, filed October 29, 2025) ; Sterling Gateway, L.P. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:25-cv-06328, filed July 10, 2025); Joseph Ryan Stanley et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:25-cv-12304, filed December 29, 2025); Mariya Savchenko et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:25-cv-10615, filed November 4, 2025); William John Blatter et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:25-cv-12056, filed December 19, 2025); Geoffre Tisdale et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:26-cv-01288, filed February 6, 2026); Balbina Oliveros Elizondo et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:26-cv-02991, filed March 19, 2026); and Mandela Burwell et al. v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:26-cv-08943, filed August 11, 2026). One law firm filed 359 individual cases in Los Angeles Superior Court, which the Company related and consolidated to that firm’s first filed case, Serieddine et al. v. Chiquita Canyon, LLC, et al. (Los Angeles Superior Court; filed January 8, 2024), and removed the cases en masse as In re Serieddine. In re Serieddine was consolidated with In re Chiquita Landfill Litigation.
Two cases have been filed, but not yet served: Gary Wells et al. v. Chiquita Canyon, LLC et al. (Los Angeles Superior Court, Case No. 25STCV29317, filed October 3, 2025); and Anahit Pogosyan, by and through her Successor in Interest, Armen Pogosian, v. Chiquita Canyon, LLC et al. (C.D. Cal. No. 2:25-cv-11732, filed December 10, 2025).
WH Castaic 497 LLC, v. Chiquita Canyon, LLC, et al. (Los Angeles Superior Court, filed February 24, 2026) is proceeding in Los Angeles Superior Court. This case is brought on behalf of a property developer building a large residential community near the Landfill. This case includes the Company as a defendant.
The Company is continuing to vigorously defend itself in these lawsuits; however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, and not able to reasonably estimate the possible loss or range of loss.
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County of Los Angeles Litigation
Based upon the same facts alleged in the above-referenced “Chiquita Canyon Landfill Civil Litigation,” on December 17, 2024, Los Angeles County filed a complaint in the U.S. District Court, Central District of California, No. 2:24-cv-10819-RGK-PD, against Chiquita Canyon, LLC, Chiquita Canyon, Inc. and Waste Connections US, Inc. captioned The People of the State of California and The County of Los Angeles v. Chiquita Canyon, LLC et al. (U.S.D.C. C.D. Cal, filed December 17, 2024). The case was assigned to Judge Frimpong, the same judge overseeing In Re Chiquita Landfill Litigation and is now consolidated with the mass tort for discovery purposes. The Company filed a motion to dismiss which was denied on May 30, 2025.
The County’s lawsuit alleges public nuisance under California statutes and Los Angeles County ordinances, public nuisance per se, and unfair business practices related to the alleged violation of ordinances referenced in the public nuisance claims. The County seeks an injunction to bring the CC Landfill into compliance with all local, state, and federal laws and regulations, including all necessary measures to “contain and extinguish” the ETLF event, prevent odors and gases from reaching any residential zone, and eliminate leachate seeps; subsidize the relocation of affected citizens living near the CC Landfill; and subsidize mitigation measures undertaken by affected citizens living, working, or studying near the CC Landfill, such as the purchase of air purification systems, double paned windows, home hardening, and assistance with utility bills. Alternatively, the County requests the appointment of a receiver to take possession and control of the CC Landfill. The County also seeks to recover civil penalties and attorney’s fees. The Company is not able to determine the potential penalty amount that the County will seek in this lawsuit.
On May 29, 2025, the County filed a motion for a preliminary injunction, seeking the creation of at least a $ 20,000 abatement fund to relocate 938 residents from Val Verde and Castaic and/or for home hardening expenses. The County based that request on numerous declarations from residents and regulators, SCAQMD complaint data, SCAQMD NOVs, and a voluntary online odor survey hosted by the Los Angeles Department of Public Health. An evidentiary hearing on the preliminary injunction was held in July 2025. On August 29, 2025, the Court granted plaintiffs’ motion for a preliminary injunction, but failed to define the scope of the relief ordered and did not order the Company to pay any money or create a relocation or home hardening fund. The Company filed a Notice of Appeal to the Ninth Circuit on September 10, 2025 (People of the State of California v. Chiquita Canyon, LLC, No. 25-5754). On May 27, 2026, the Ninth Circuit issued an order dismissing the appeal for lack of jurisdiction. The Ninth Circuit found that Judge Frimpong had not yet issued an injunction because she had not defined its scope. On July 10, 2026, the district court issued an Order denying the County’s motion for a preliminary injunction, stating that it had already found the requested injunction was not narrowly tailored, and noting that the County had elected to not propose a more narrowly tailored injunction.
The Company is continuing to vigorously defend itself in this matter; however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, and is not able to reasonably estimate the possible loss or range of loss.
18 . SUBSEQUENT EVENTS
On October 21, 2026 , the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.035 , from $ 0.350 to $ 0.385 per Company common share, and then declared a regular quarterly cash dividend of $ 0.385 per Company common share. The dividend will be paid on November 19, 2026 , to shareholders of record on the close of business on November 5, 2026 .
Subsequent to September 30, 2026 and through the date the accompanying condensed financial statements were issued, the Company repurchased 640,033 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 102,874 .
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.