What changed in this filing

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Item 1. Financial Statements

2022-08-03 compared with 2022-05-04 · 250 added, 197 removed, 665 unchanged (40% of the section changed)

6 unchanged sentences

Cash and equivalents

Accounts receivable, net of allowance for credit losses of $ 19,361 and $ 18,480 at March 31, 2022 and December 31, 2021, respectively

Accounts receivable, net of allowance for credit losses of $ 20,253 and $ 18,480 at June 30, 2022 and December 31, 2021, respectively

Prepaid expenses and other current assets

24 unchanged sentences

Common shares:

257,164,867 shares issued and 257,096,408 shares outstanding at March 31, 2022;

257,166,050 shares issued and 257,100,591 shares outstanding at June 30, 2022;

260,283,158 shares issued and 260,212,496 shares outstanding at December 31, 2021

2 unchanged sentences

Treasury shares:

68,459 and 70,662 shares at March 31, 2022 and December 31, 2021, respectively

65,459 and 70,662 shares at June 30, 2022 and December 31, 2021, respectively

Retained earnings

6 unchanged sentences

dollars, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

9 unchanged sentences

Income tax provision

Net loss (income) attributable to noncontrolling interests

Net income attributable to noncontrolling interests

Net income attributable to Waste Connections

6 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Other comprehensive income, before tax:

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income (loss), before tax:

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Other comprehensive income, before tax

Income tax expense related to items of other comprehensive income

Other comprehensive income, net of tax

Other comprehensive income (loss), before tax

Income tax (expense) benefit related to items of other comprehensive income (loss)

Other comprehensive income (loss), net of tax

Comprehensive income

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Waste Connections

25 unchanged sentences

Balances at March 31, 2022

Sale of common shares held in trust

Vesting of restricted share units

Tax withholdings related to net share settlements of equity-based compensation

Equity-based compensation

Exercise of warrants

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

Changes in fair value of cash flow hedges, net of taxes

Foreign currency translation adjustment

Balances at June 30, 2022

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

24 unchanged sentences

Balances at March 31, 2021

Vesting of restricted share units

Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options

Tax withholdings related to net share settlements of equity-based compensation

Equity-based compensation

Exercise of warrants

Repurchase of common shares

( 2,079,806 )

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

Changes in fair value of cash flow hedges, net of taxes

Foreign currency translation adjustment

Balances at June 30, 2021

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

2 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

41 unchanged sentences

The accompanying condensed consolidated financial statements relate to Waste Connections, Inc.

and its subsidiaries (the “Company”) for the three month periods ended March 31, 2022 and 2021.

In the opinion of management, the accompanying balance sheets and related interim statements of net income, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items, necessary for their fair statement in conformity with U.S.

and its subsidiaries (the “Company”) for the three and six month periods ended June 30, 2022 and 2021.

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”).

38 unchanged sentences

The Company had a combined $ 1,373,500 of U.S.

LIBOR based loans as of March 31, 2022.

The Company estimates that if the reference rate for these loans had transitioned from LIBOR to SOFR as of March 31, 2022, the impact to annual interest expense would have been immaterial.

LIBOR based loans as of June 30, 2022.

The Company estimates that if the reference rate for these loans had transitioned from LIBOR to SOFR as of June 30, 2022, the impact to annual interest expense would have been immaterial.

This relief is expected to permit the Company to maintain cash flow ‎hedge accounting as described in Note 11.

1 unchanged sentence

The following table disaggregates the Company’s revenues by service line for the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Industrial and construction roll off

4 unchanged sentences

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 December 31, 2021 was recognized as revenue during the three months ended March 31, 2022 when the service was performed.

Substantially all of the deferred revenue recorded as of March 31, 2022 was recognized as revenue during the three months ended June 30, 2022 when the service was performed.

See Note 10 for additional information regarding revenue by reportable segment.

7 unchanged sentences

that the entity would have recognized is one year or less.

The Company had $ 19,627 and $ 18,954 of deferred sales incentives at March 31, 2022 and December 31, 2021, respectively.

The Company had $ 19,627 and $ 18,954 of deferred sales incentives at June 30, 2022 and December 31, 2021, respectively.

ACCOUNTS RECEIVABLE

7 unchanged sentences

The following is a rollforward of the Company’s allowance for credit losses for the periods indicated:

Three Months Ended March 31,

Six Months Ended June 30,

Beginning balance

5 unchanged sentences

LANDFILL ACCOUNTING

At March 31, 2022, the Company’s landfills consisted of 84 owned landfills, five landfills operated under life-of-site operating agreements and five landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 2,688,673 at March 31, 2022.

At June 30, 2022, the Company’s landfills consisted of 84 owned landfills, five landfills operated under life-of-site operating agreements and five landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 2,674,947 at June 30, 2022.

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.

12 unchanged sentences

Expansion airspace that meets certain criteria is included in the estimate of total landfill airspace.

Based on remaining permitted capacity as of March 31, 2022, 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 29 years .

As of March 31, 2022, the Company is seeking to expand permitted capacity at nine of its owned landfills and three landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable.

Based on remaining permitted capacity as of June 30, 2022, 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 28 years .

As of June 30, 2022, the Company is seeking to expand permitted capacity at nine of its owned landfills and three landfills that it operates under life-of-site operating agreements, 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 1 to 330 years , with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .

During the three months ended March 31, 2022 and 2021, the Company expensed $ 53,826 and $ 46,137 , respectively, or an average of $ 4.90 and $ 4.53 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

During the six months ended June 30, 2022 and 2021, the Company expensed $ 113,091 and $ 102,702 , respectively, or an average of $ 4.83 and $ 4.54 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

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 current market conditions.

Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated.

3 unchanged sentences

Interest is accreted on the recorded liability using the corresponding discount rate.

During the three months ended March 31, 2022 and 2021, the Company expensed $ 4,050 and $ 3,655 , respectively, or an average of $ 0.37 and $ 0.36 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.

During the six months ended June 30, 2022 and 2021, the Company expensed $ 7,992 and $ 7,285 , respectively, or an average of $ 0.34 and $ 0.32 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2021 to March 31, 2022:

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2021 to June 30, 2022:

Final capping, closure and post-closure liability at December 31, 2021

5 unchanged sentences

Foreign currency translation adjustment

Final capping, closure and post-closure liability at March 31, 2022

Liability adjustments of $ 21,568 for the three months ended March 31, 2022, 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.

Final capping, closure and post-closure liability at June 30, 2022

Liability adjustments of $ 30,238 for the six months ended June 30, 2022, 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.

The final capping, closure and post-closure liability is included in Other long-term liabilities in the Condensed Consolidated Balance Sheets.

The Company performs its annual review of its cost and capacity estimates in the first quarter of each year.

At March 31, 2022 and December 31, 2021, $ 7,284 and $ 12,609 , respectively, of the Company’s restricted cash balance and $ 56,711 and $ 56,289 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired four individually immaterial non-hazardous solid waste collection, transfer and recycling businesses during the three months ended March 31, 2022.

The total acquisition-related costs incurred during the three months ended March 31, 2022 for these acquisitions were $ 4,540 .

At June 30, 2022 and December 31, 2021, $ 10,935 and $ 12,609 , respectively, of the Company’s restricted cash balance and $ 53,568 and $ 56,289 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired eight individually immaterial non-hazardous solid waste collection, transfer and recycling businesses during the six months ended June 30, 2022.

The total acquisition-related costs incurred during the six months ended June 30, 2022 for these acquisitions were $ 8,232 .

These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.

The Company acquired one individually immaterial non-hazardous solid waste collection business during the three months ended March 31, 2021.

The total acquisition-related costs incurred during the three months ended March 31, 2021 for this acquisition were $ 526 .

The Company acquired five individually immaterial non-hazardous solid waste collection businesses during the six months ended June 30, 2021.

The total acquisition-related costs incurred during the six months ended June 30, 2021 for this acquisition were $ 583 .

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.

The Company expects these acquired businesses to contribute

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

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.

Goodwill acquired during the three months ended March 31, 2022 and 2021, totaling $ 80,455 and $ 6,091 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to 19 individually immaterial acquisitions completed during the twelve months ended March 31, 2022, 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 19 acquisitions are not expected to be material to the Company’s financial position.

Fair value of consideration transferred:

Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired:

Accounts receivable

Prepaid expenses and other current assets

Operating lease right-of-use assets

Property and equipment

Long-term franchise agreements and contracts

Customer lists

Permits and other intangibles

Accounts payable and accrued liabilities

Current portion of operating lease liabilities

Deferred revenue

Contingent consideration

Long-term portion of operating lease liabilities

Other long-term liabilities

Deferred income taxes

Total identifiable net assets

Goodwill acquired during the six months ended June 30, 2022 and 2021, totaling $ 156,645 and $ 47,804 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to eight individually immaterial acquisitions completed during the twelve months ended June 30, 2022, 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 eight acquisitions are not expected to be material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2022, was $ 17,436 , of which $ 2,780 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2021, was $ 1,808 , of which $ 126 was expected to be uncollectible.

The Company did not acquire any other class of receivable as a result of the acquisition of these businesses.

WASTE CONNECTIONS, INC.

3 unchanged sentences

INTANGIBLE ASSETS, NET

Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2022:

Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2022:

Finite-lived intangible assets:

6 unchanged sentences

Intangible assets, exclusive of goodwill

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the three months ended March 31, 2022 was 16.1 years.

The weighted-average amortization period of customer lists acquired during the three months ended March 31, 2022 was 11.2 years.

The weighted-average amortization period of finite-lived permits and other acquired during the three months ended March 31, 2022 was 10.0 years.

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the six months ended June 30, 2022 was 15.8 years.

The weighted-average amortization period of customer lists acquired during the six months ended June 30, 2022 was 11.2 years.

The weighted-average amortization period of finite-lived permits and other acquired during the six months ended June 30, 2022 was 40.0 years.

Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2021:

18 unchanged sentences

LONG-TERM DEBT

The following table presents the Company’s long-term debt as of March 31, 2022 and December 31, 2021:

The following table presents the Company’s long-term debt as of June 30, 2022 and December 31, 2021:

Revolver under Credit Agreement, bearing interest ranging from 2.67 % to 3.70 % (a)

8 unchanged sentences

Notes payable to sellers and other third parties, bearing interest ranging from 2.42 % to 10.35 %, principal and interest payments due periodically with due dates ranging from 2028 to 2036 (a)

Finance leases, bearing interest at 1.89 % with lease expiration dates ranging from 2026 to 2027 (a)

Finance leases, bearing interest ranging from 1.89 % to 2.16 %, with lease expiration dates ranging from 2026 to 2027 (a)

Less – current portion

1 unchanged sentence

____________________

(a) Interest rates represent the interest rates in effect at March 31, 2022 .

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

(a) Interest rates represent the interest rates in effect at June 30, 2022 .

Credit Agreement

15 unchanged sentences

swingline loan

Amount drawn – Canadian prime rate loan

Interest rate applicable - Canadian prime rate loan

Amount drawn – Canadian bankers’ acceptance

6 unchanged sentences

based LIBOR loan

In addition to the $ 44,719 of letters of credit at March 31, 2022 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 81,569 under a facility other than the Credit Agreement.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

In addition to the $ 43,314 of letters of credit at June 30, 2022 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 84,617 under a facility other than the Credit Agreement.

On March 9, 2022, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of 3.20 % Senior Notes due 2032 (the “New 2032 Senior Notes”).

7 unchanged sentences

The Company may, prior to March 1, 2032 (three months before the maturity date) (the “Par Call Date”), redeem some or all of the New 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the principal amount of the New 2032 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the New 2032 Senior Notes redeemed discounted to the redemption date (assuming the New 2032 Senior Notes matured on the Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

Commencing on March 1, 2032 (three months before the maturity date), the Company may redeem some or all of the New 2032 Senior Notes, at any time and from time to time, at a redemption price equal to

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

the principal amount of the New 2032 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Commencing on March 1, 2032 (three months before the maturity date), the Company may redeem some or all of the New 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2032 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the New 2032 Senior Notes to ensure that the net amounts received by each holder of the New 2032 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 New 2032 Senior Notes.

3 unchanged sentences

The Indenture also includes customary events of default with respect to the New 2032 Senior Notes.

As of March 31, 2022, the Company was in compliance with all applicable covenants in the Indenture.

As of June 30, 2022, the Company was in compliance with all applicable covenants in the Indenture.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Upon an event of default, the principal of and accrued and unpaid interest on all the New 2032 Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25 % in principal amount of the outstanding New 2032 Senior Notes.

9 unchanged sentences

Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The Company’s Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA.

3 unchanged sentences

A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 10.

Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2022 and 2021, is shown in the following tables:

Summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2022 and 2021, is shown in the following tables:

Three Months Ended

March 31, 2022

June 30, 2022

Corporate (a)

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Three Months Ended

March 31, 2021

June 30, 2021

Corporate (a)

Six Months Ended

June 30, 2022

Corporate (a), (d)

Six Months Ended

June 30, 2021

Corporate (a), (d)

____________________

8 unchanged sentences

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Total assets for each of the Company’s reportable segments at March 31, 2022 and December 31, 2021, were as follows:

The following tables show changes in goodwill during the three months ended March 31, 2022 and 2021, by reportable segment:

Total assets for each of the Company’s reportable segments at June 30, 2022 and December 31, 2021, were as follows:

The following tables show changes in goodwill during the six months ended June 30, 2022 and 2021, by reportable segment:

Balance as of December 31, 2021

3 unchanged sentences

Impact of changes in foreign currency

Balance as of March 31, 2022

Balance as of June 30, 2022

Balance as of December 31, 2020

2 unchanged sentences

Impact of changes in foreign currency

Balance as of March 31, 2021

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Balance as of June 30, 2021

A reconciliation of the Company’s primary measure of segment profitability (segment EBITDA) to Income before income tax provision in the Condensed Consolidated Statements of Net Income is as follows:

Three Months Ended

Six Months Ended

Eastern segment EBITDA

11 unchanged sentences

Income before income tax provision

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

DERIVATIVE FINANCIAL INSTRUMENTS

5 unchanged sentences

The Company’s strategy to achieve that objective involves entering into interest rate swaps.

The interest rate swaps outstanding at March 31, 2022 were specifically designated to the Credit Agreement and accounted for as cash flow hedges.

At March 31, 2022, the Company’s derivative instruments included six interest rate swap agreements as follows:

The interest rate swaps outstanding at June 30, 2022 were specifically designated to the Credit Agreement and accounted for as cash flow hedges.

At June 30, 2022, the Company’s derivative instruments included six interest rate swap agreements as follows:

Interest Rate

12 unchanged sentences

* Plus applicable margin.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The fair values of derivative instruments designated as cash flow hedges as of March 31, 2022, were as follows:

The fair values of derivative instruments designated as cash flow hedges as of June 30, 2022, were as follows:

Derivatives Designated as Cash

4 unchanged sentences

Interest rate swaps

Other assets, net

Prepaid expenses and other current assets (a)

Accrued liabilities (a)

Other long-term liabilities

Other assets, net

Total derivatives designated as cash flow hedges

____________________

(a) Represents the estimated amount of the existing unrealized losses on interest rate swaps as of March 31, 2022 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

(a) Represents the estimated amount of the existing unrealized gains and losses on interest rate swaps as of June 30, 2022 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

The actual amounts reclassified into earnings are dependent on future movements in interest rates.

10 unchanged sentences

Total derivatives designated as cash flow hedges

The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three months ended March 31, 2022 and 2021:

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and six months ended June 30, 2022 and 2021:

Amount of (Gain) or Loss Reclassified

9 unchanged sentences

Interest expense

Amount of (Gain) or Loss Reclassified

Designated as Cash

Amount of Gain or (Loss) Recognized

from AOCIL into Earnings,

as AOCIL on Derivatives, Net of Tax (a)

Classification

Net of Tax (b)

Six Months Ended

Interest rate swaps

Interest expense

____________________

5 unchanged sentences

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 March 31, 2022 and December 31, 2021, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of March 31, 2022 and December 31, 2021, 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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

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 March 31, 2022 and December 31, 2021, are as follows:

As of June 30, 2022 and December 31, 2021, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of June 30, 2022 and December 31, 2021, 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 June 30, 2022 and December 31, 2021, are as follows:

Carrying Value at

10 unchanged sentences

Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, refer to Note 14.

NET INCOME PER SHARE INFORMATION

The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the three months ended March 31, 2022 and 2021:

Three Months Ended

Six Months Ended

Net income attributable to Waste Connections for basic and diluted earnings per share

8 unchanged sentences

and Level 3, defined as unobservable inputs that are not corroborated by market data.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments and restricted cash and investments.

At March 31, 2022 and December 31, 2021, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

At June 30, 2022 and December 31, 2021, 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.

7 unchanged sentences

government and agency securities and Canadian bankers’ acceptance notes.

The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, were as follows:

Fair Value Measurement at March 31, 2022 Using

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, were as follows:

Fair Value Measurement at June 30, 2022 Using

Quoted Prices in

1 unchanged sentence

for Identical

Interest rate swap derivative instruments – net liability position

Interest rate swap derivative instruments – net asset position

Restricted cash

9 unchanged sentences

Contingent consideration

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the six months ended June 30, 2022 and 2021:

Six Months Ended June 30,

Beginning balance

8 unchanged sentences

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 months ended March 31, 2022 and 2021 are as follows:

Three Months Ended March 31, 2022

The components of other comprehensive income (loss) and related tax effects for the three and six months ended June 30, 2022 and 2021 are as follows:

Three Months Ended June 30, 2022

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Three Months Ended March 31, 2021

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Three Months Ended June 30, 2021

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

A rollforward of the amounts included in AOCIL, net of taxes, for the three months ended March 31, 2022 and 2021, is as follows:

Six Months Ended June 30, 2022

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

Six Months Ended June 30, 2021

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

A rollforward of the amounts included in AOCIL, net of taxes, for the six months ended June 30, 2022 and 2021, is as follows:

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2022

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Balance at June 30, 2022

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2021

Balance at June 30, 2021

See Note 11 for further discussion on the Company’s derivative instruments.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

SHAREHOLDERS’ EQUITY

1 unchanged sentence

Restricted Share Units

A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2022, is presented below:

A summary of activity related to restricted share units (“RSUs”) during the six-month period ended June 30, 2022, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2022

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the three-month period ended March 31, 2022 was $ 118.68 .

Outstanding at June 30, 2022

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the six-month period ended June 30, 2022 was $ 119.39 .

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 March 31, 2022 and 2021, the Company had 81,712 and 158,610 vested deferred RSUs outstanding, respectively.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

At June 30, 2022 and 2021, the Company had 81,712 and 101,221 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Share Units

A summary of activity related to performance-based restricted share units (“PSUs”) during the three-month period ended March 31, 2022, is presented below:

A summary of activity related to performance-based restricted share units (“PSUs”) during the six-month period ended June 30, 2022, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2022

During the three months ended March 31, 2022, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2024 .

Outstanding at June 30, 2022

During the six months ended June 30, 2022, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2024 .

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 three-month period ended March 31, 2022 was $ 117.94 .

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the six-month period ended June 30, 2022 was $ 117.94 .

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Deferred Share Units

A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2022, is presented below:

A summary of activity related to deferred share units (“DSUs”) during the six-month period ended June 30, 2022, is presented below:

Vested Shares

Outstanding at December 31, 2021

Outstanding at March 31, 2022

Outstanding at June 30, 2022

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 three-month period ended March 31, 2022 was $ 121.00 .

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the six-month period ended June 30, 2022 was $ 121.00 .

Other Restricted Share Units

RSU grants outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting.

A summary of activity related to Progressive Waste RSUs during the three-month period ended March 31, 2022, is presented below:

A summary of activity related to Progressive Waste RSUs during the six-month period ended June 30, 2022, is presented below:

Outstanding at December 31, 2021

Outstanding at March 31, 2022

Outstanding at June 30, 2022

No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.

All remaining RSUs were vested as of March 31, 2019.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Share-Based Options

Share-based options outstanding under the Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for the issuance of shares or cash settlement to employees upon vesting.

A summary of activity related to Progressive Waste share based options during the three-month period ended March 31, 2022, is presented below:

A summary of activity related to Progressive Waste share-based options during the six-month period ended June 30, 2022, is presented below:

Outstanding at December 31, 2021

Outstanding at March 31, 2022

Outstanding at June 30, 2022

No share-based options under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.

2 unchanged sentences

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.

Under the ESPP, qualified employees may elect to have payroll deductions withheld from their eligible compensation on

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

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 12,015 of the Company’s common shares for $ 1,554 during the three months ended March 31, 2022.

Under the ESPP, employees purchased 12,015 of the Company’s common shares for $ 1,554 during the six months ended June 30, 2022.

Normal Course Issuer Bid

8 unchanged sentences

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

For the three months ended March 31, 2022, the Company repurchased 3,388,155 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 424,999 .

During the three months ended March 31, 2021, the Company repurchased 666,184 common shares pursuant to the NCIB at an aggregate cost of $ 65,999 .

As of March 31, 2022, the remaining maximum number of shares available for repurchase under the current NCIB was 9,379,908 .

For the six months ended June 30, 2022, the Company repurchased 3,388,155 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 424,999 .

During the six months ended June 30, 2021, the Company repurchased 2,745,990 common shares pursuant to the NCIB at an aggregate cost of $ 305,640 .

As of June 30, 2022, the remaining maximum number of shares available for repurchase under the current NCIB was 9,379,908 .

Cash Dividend

In October 2021, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.025 , from $ 0.205 to $ 0.23 per Company common share.

Cash dividends of $ 59,391 and $ 53,909 were paid during the three months ended March 31, 2022 and 2021, respectively.

Cash dividends of $ 118,812 and $ 107,330 were paid during the six months ended June 30, 2022 and 2021, respectively.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

federal, state and local agencies.

In these proceedings, an agency may subpoena the Company for records, or seek to impose fines on the Company or revoke or deny renewal of an authorization held by the Company, including an operating permit.

In these proceedings, an agency may subpoena the Company for records, or seek to impose fines on the Company or revoke or deny renewal of an authorization held by the

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

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.

1 unchanged sentence

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 March 31, 2022, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Except as noted in the matters described below, as of June 30, 2022, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Lower Duwamish Waterway Superfund Site Allocation Process

1 unchanged sentence

(“NWCS”), was named by the U.S.

Environmental Protection Agency, Region 10 (the “EPA”) as a potentially responsible party (“PRP”), along with more than 100 others, under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or the “Superfund” law) with respect to the Lower Duwamish Waterway Superfund Site (the “LDW Site”).

Environmental Protection Agency, Region 10 (the “EPA”) as a potentially responsible party (“PRP”), along with more than 100 others, under the Comprehensive Environmental Response, Compensation and Liability Act, with respect to the Lower Duwamish Waterway Superfund Site (the “LDW Site”).

Listed on the National Priorities List in 2001, the LDW Site is a five-mile stretch of the Duwamish River flowing into Elliott Bay in Seattle, Washington.

A group of PRPs known as the Lower Duwamish Working Group (“LDWG”) and consisting of the City of Seattle, King County, the Port of Seattle, and Boeing Company conducted a Remedial Investigation/Feasibility Study for the LDW Site.

On December 2, 2014, the EPA issued its Record of Decision (the “ROD”) describing the selected clean-up remedy, and therein estimated that clean-up costs (in present value dollars as of November 2014) would total approximately $ 342,000 .

However, it is possible that additional costs could be incurred based upon various factors.

The EPA estimates that it will take seven years to implement the clean-up.

The ROD also requires ten years of monitoring following the clean-up, and provides that if clean-up goals have not been met by the end of this period, then additional clean-up activities, at additional cost, may be required at that time.

Implementation of the clean-up must await additional baseline sampling throughout the LDW Site and the preparation of a remedial design for performing the clean-up.

On April 27, 2016, the LDWG entered into a third amendment of its Administrative Order on Consent with the EPA (the “AOC 3”) in which it agreed to perform the additional baseline sediment sampling and certain technical studies needed to

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

prepare the actual remedial design.

The LDWG and the EPA entered into a fourth amendment to the AOC in July 2018 primarily addressing development of a proposed remedy for the upper reach of the LDW Site, river mile 3 to river mile 5.

At the April 24, 2019 stakeholders meeting, the LDWG projected that the remedial design for the upper reach could be completed by August 2024.

In late September 2020, the EPA informed attorneys for several PRPs that the work may be completed by late 2023 or early 2024.

On August 16, 2016, the EPA sent individual letters to each of the PRPs for the LDW Site, including NWCS, stating that it expected to initiate negotiations with all PRPs in early 2018 relating to a Remedial Design/Remedial Action (“RD/RA”) Consent Decree.

An RD/RA Consent Decree provides for the cleanup of the entire site and is often referred to as a “global settlement.” In August 2014, NWCS entered into an Alternative Dispute Resolution Memorandum of Agreement with several dozen other PRPs and a neutral allocator to conduct a confidential and non-binding allocation of certain past response costs allegedly incurred at the LDW Site as well as the anticipated future response costs associated with the clean-up.

In March 2017, the PRPs provided the EPA with notice that the allocation was not scheduled to conclude until mid-2019.

Later extensions pushed the allocation conclusion date first to early 2020 and then to July 2020.

The EPA was informed of those changes.

The allocator issued his preliminary allocation report on June 28, 2021.

The allocator is currently considering comments on the preliminary report, which the parties submitted in November 2021.

The allocator may issue the final allocation report sometime in the next few weeks.

In July 2021, the EPA was informed of the issuance of the preliminary allocation report in a telephone conference with allocation participants.

In a telephone conference with allocation participants on December 14, 2021, the EPA stated its expectation that settlement negotiations would begin in the second half of 2022.

NWCS is defending itself vigorously in this confidential allocation process.

At this point, the Company is not able to determine the likelihood of the allocation process being completed as intended by the participating PRPs, its specific allocation, or the likelihood of the parties then negotiating a global settlement with the EPA.

Thus, NWCS cannot reasonably determine the likelihood of any outcome in this matter, including its potential liability.

On February 11, 2016, NWCS received a letter (the “Letter”) from the United States Department of Commerce, National Oceanic and Atmospheric Administration (“NOAA”), describing certain investigatory activities conducted by the Elliott Bay Trustee Council (the “Council”).

The Council consists of all of the natural resources trustees for the LDW Site as well as two nearby Superfund sites, the Harbor Island site and the Lockheed West site.

The members of the Council include the United States, on behalf of the U.S.

National Oceanic and Atmospheric Administration and the U.S.

Department of the Interior, the Washington State Department of Ecology, and the Suquamish and Muckleshoot Indian Tribes (together, the “Trustees”).

The Letter appears to allege that NWCS may be a potentially liable party that allegedly contributed to the release of hazardous substances that have injured natural resources at the LDW Site.

Damages to natural resources are in addition to clean-up costs.

The Letter, versions of which NWCS believes were sent to all or a group of the PRPs for the LDW Site, also notified its recipients of their opportunity to participate in the Trustees’ development of an Assessment Plan and the performance of a Natural Resources Damages Assessment (“NRDA”) in accordance with the Assessment Plan for both the LDW Site and the east and west waterways of the Harbor Island site.

NWCS timely responded with correspondence to the NOAA Office of General Counsel, in which it declined the invitation at that time.

NWCS does not know how other PRPs responded to the Letter, and has not received any further communication from NOAA or the Trustees.

The Trustees have not responded to NWCS’ letter.

The Trustees released their Assessment Plan in March 2019.

The Assessment Plan does not set forth a timeline for implementation.

At this point, the Company is not able to determine the likelihood or amount of an assessment of natural resource damages against NWCS in connection with this matter.

On December 2, 2014, the EPA issued its Record of Decision describing the selected clean-up remedy, and therein estimated that clean-up costs (in present value dollars as of November 2014) would total approximately $ 342,000 .

It is possible, however, that additional costs could be incurred based upon various factors, resulting in potentially even higher response costs.

In addition to potential response costs, PRPs could bear responsibility for natural resource damages (“NRD”).

NWCS has received correspondence from entities acting as natural resources trustees alleging that NWCS (and presumably other PRPs) could bear responsibility for NRD at the LDW Site.

This correspondence also notified NWCS of the opportunity to participate in the development and performance of an NRD Plan and Assessment.

NWCS formally declined to participate in that process, and since providing its response has not been approached regarding any NRD claim or settlement.

After receipt of its notice as a PRP, NWCS, several dozen other PRPs and a neutral allocator entered into an agreement to conduct a confidential and non-binding allocation of certain past response costs allegedly incurred at the LDW Site as well as anticipated future response costs.

In May 2022, the allocator issued its Final Allocation Report (“FAR”).

While the parties’ allocations are confidential, based upon NWCS’ allocation in the FAR, the Company believes that NWCS’ overall potential liability should be generally small relative to the majority of PRPs and does not believe that NWCS’ allocation for cleanup costs as well as potential responsibility for NRD will be material to the Company.

The settlement process, however, is complicated.

EPA has indicated that it will seek a PRP conducted remedy, but it is not unusual for parties with very small shares of liability to be able to negotiate cash out settlements in these matters.

For these and other reasons, the prospects for settlement at this time are uncertain, but NWCS will continue to vigorously defend itself in connection with any allocation of costs associated with cleanup as well as NRD.

WASTE CONNECTIONS, INC.

22 unchanged sentences

Before entry of final judgment, the Superior Court will hear CCL’s remaining causes of action.

A trial on CCL’s remaining causes of action is scheduled for August 1, 2022.

A trial on CCL’s remaining causes of action is scheduled for December 5, 2022.

Once the Superior Court has entered final judgment, CCL and the County will be permitted to appeal any adverse ruling to the California Court of Appeal.

26 unchanged sentences

SUBSEQUENT EVENTS

On May 3, 2022 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.23 per Company common share.

The dividend will be paid on June 1, 2022 , to shareholders of record on the close of business on May 18, 2022 .

On August 2, 2022 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.23 per Company common share.

The dividend will be paid on September 1, 2022 , to shareholders of record on the close of business on August 18, 2022 .

On July 26, 2022, the Company’s Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of its NCIB.

The renewal is expected to commence following the conclusion of the Company’s current NCIB expiring August 9, 2022.

Upon approval, the Company anticipates that it will be authorized to make purchases during the period of August 10, 2022 to August 9, 2023 or until such earlier time as the NCIB is completed or terminated at the Company’s option.

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

What changed 10-Q

Item 1. Financial Statements