What changed in this filing

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Item 1. Financial Statements

2023-08-03 compared with 2023-04-27 · 292 added, 182 removed, 666 unchanged (42% of the section changed)

6 unchanged sentences

Cash and equivalents

Accounts receivable, net of allowance for credit losses of $ 22,239 and $ 22,939 at March 31, 2023 and December 31, 2022, respectively

Accounts receivable, net of allowance for credit losses of $ 22,710 and $ 22,939 at June 30, 2023 and December 31, 2022, respectively

Prepaid expenses and other current assets

24 unchanged sentences

Common shares:

257,547,090 shares issued and 257,487,434 shares outstanding at March 31, 2023;

257,614,671 shares issued and 257,555,015 shares outstanding at June 30, 2023;

257,211,175 shares issued and 257,145,716 shares outstanding at December 31, 2022

2 unchanged sentences

Treasury shares:

59,656 and 65,459 shares at March 31, 2023 and December 31, 2022, respectively

59,656 and 65,459 shares at June 30, 2023 and December 31, 2022, respectively

Retained earnings

7 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 income attributable to noncontrolling interests

Net loss (income) attributable to noncontrolling interests

Net income attributable to Waste Connections

6 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income (loss), before tax:

3 unchanged sentences

Other comprehensive income (loss), before tax

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

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

Other comprehensive income (loss), net of tax

Comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive income attributable to Waste Connections

24 unchanged sentences

Balances at March 31, 2023

Vesting of restricted share units

Vesting of performance-based 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

Net income (loss)

Balances at June 30, 2023

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

8 unchanged sentences

NONCONTROLLING

INCOME (LOSS)

Balances at December 31, 2021

14 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.

2 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

40 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, 2023 and 2022.

and its subsidiaries (the “Company”) for the three and six month periods ended June 30, 2023 and 2022.

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.

19 unchanged sentences

Clawback of Executive Compensation Rules .

In October 2022, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding the recovery of erroneously awarded incentive-based executive compensation.

In October 2022, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding the recovery of erroneously awarded executive incentive compensation.

The rules direct U.S.

securities exchanges to establish standards to require listed issuers to develop and implement a written policy providing for the recovery of incentive-based compensation received by current and former executive officers in the event of a required accounting restatement when that compensation was based on an erroneously reported financial reporting measure.

The new rule and related amendments include a number of new disclosure requirements, including requiring issuers to file their recovery policy as an exhibit to their annual reports and establishing new cover page disclosures on Form 10-K indicating whether the financial statements included in the filing reflect the correction of an error and whether the error correction required an incentive-based compensation recovery analysis.

securities exchanges filed proposed listing standards to implement the SEC’s directive, and those listing standards must be effective no later than November 28, 2023.

Affected issuers will be required to adopt a recovery policy no later than 60 days after the listing standards become effective.

securities exchanges to establish standards to require listed issuers to develop and implement a written policy providing for the recovery of incentive compensation received by current and former executive officers in the event of a required accounting restatement when that compensation was based on an erroneously reported financial reporting measure.

securities exchanges filed listing standards to implement the SEC’s directive, and those listing standards will be effective on October 2, 2023.

Registrants listed on those exchanges will be required to adopt a recovery policy by December 1, 2023.

WASTE CONNECTIONS, INC.

4 unchanged sentences

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, 2022 was recognized as revenue during the three months ended March 31, 2023 when the service was performed.

Substantially all of the deferred revenue recorded as of March 31, 2023 was recognized as revenue during the three months ended June 30, 2023 when the service was performed.

See Note 11 for additional information regarding revenue by reportable segment.

2 unchanged sentences

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 $ 23,818 of deferred sales incentives at each of March 31, 2023 and December 31, 2022.

The Company had $ 25,618 and $ 23,818 of deferred sales incentives at June 30, 2023 and December 31, 2022, respectively.

ACCOUNTS RECEIVABLE

1 unchanged sentence

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

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

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.

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.

2 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, 2023, the Company’s landfills consisted of 89 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 $ 3,284,137 at March 31, 2023.

At June 30, 2023, the Company’s landfills consisted of 90 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 $ 3,312,150 at June 30, 2023.

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.

7 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, 2023, 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 March 31, 2023, the Company is seeking to expand permitted capacity at ten of its owned landfills and two 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

Based on remaining permitted capacity as of June 30, 2023, 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 32 years .

As of June 30, 2023, the Company is seeking to expand permitted capacity at eight of its owned landfills and two 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 35 years .

The estimated remaining lives of the Company’s owned landfills and

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

capacity and projected annual disposal volume, of the Company’s owned landfills and landfills operated under life-of-site operating agreements is approximately 34 years .

The estimated remaining lives of the Company’s owned landfills and landfills operated under life-of-site operating agreements range from 2 to 308 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, 2023 and 2022, the Company expensed $ 59,055 and $ 53,826 , respectively, or an average of $ 5.06 and $ 4.90 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

landfills operated under life-of-site operating agreements range from 2 to 308 years , with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .

During the six months ended June 30, 2023 and 2022, the Company expensed $ 125,130 and $ 113,091 , respectively, or an average of $ 5.10 and $ 4.83 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.

7 unchanged sentences

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

During the three months ended March 31, 2023 and 2022, the Company expensed $ 4,474 and $ 4,050 , respectively, or an average of $ 0.38 and $ 0.37 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2022 to March 31, 2023:

During the six months ended June 30, 2023 and 2022, the Company expensed $ 8,992 and $ 7,992 , respectively, or an average of $ 0.37 and $ 0.34 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2022 to June 30, 2023:

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

4 unchanged sentences

Foreign currency translation adjustment

Final capping, closure and post-closure liability at March 31, 2023

Liability adjustments of $ 14,704 for the three months ended March 31, 2023, 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, 2023

Liability adjustments of $ 20,508 for the six months ended June 30, 2023, 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 June 30, 2023 and December 31, 2022, $ 9,957 and $ 6,890 , respectively, of the Company’s restricted cash balance and $ 60,975 and $ 57,469 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

At March 31, 2023 and December 31, 2022, $ 8,130 and $ 6,890 , respectively, of the Company’s restricted cash balance and $ 62,552 and $ 57,469 , 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, recycling and disposal businesses during the three months ended March 31, 2023.

The total transaction-related expenses incurred during the three months ended March 31, 2023 for these acquisitions were $ 2,081 .

The Company acquired seven individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and one E&P landfill during the six months ended June 30, 2023.

The total transaction-related expenses incurred during the six months ended June 30, 2023 for these acquisitions were $ 3,905 .

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

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 transaction-related expenses incurred during the three months ended March 31, 2022 for these acquisitions were $ 4,540 .

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 transaction-related expenses 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.

6 unchanged sentences

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

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 three months ended March 31, 2023 and 2022:

Fair value of consideration transferred:

16 unchanged sentences

Total identifiable net assets

Goodwill acquired during the three months ended March 31, 2023 and 2022, totaling $ 36,853 and $ 80,455 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to 10 individually immaterial acquisitions completed during the twelve months ended March 31, 2023, 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 10 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 three months ended March 31, 2023, was $ 4,164 , of which $ 282 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2022, was $ 11,412 , of which $ 2,201 was expected to be uncollectible.

Goodwill acquired during the six months ended June 30, 2023 and 2022, totaling $ 51,338 and $ 156,645 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to six individually immaterial acquisitions completed during the twelve months ended June 30, 2023, 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 six 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, 2023, was $ 9,189 , of which $ 142 was expected to be uncollectible.

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

4 unchanged sentences

INTANGIBLE ASSETS, NET

Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2023:

Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2023:

Finite-lived intangible assets:

2 unchanged sentences

Permits and other

( 1,016,374 )

Indefinite-lived intangible assets:

1 unchanged sentence

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, 2023 was 25.0 years.

The weighted-average amortization period of customer lists acquired during the three months ended March 31, 2023 was 11.5 years.

The weighted-average amortization period of finite-lived permits and other acquired during the three months ended March 31, 2023 was 40.0 years.

( 1,016,374 )

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the six months ended June 30, 2023 was 20.5 years.

The weighted-average amortization period of customer lists acquired during the six months ended June 30, 2023 was 11.6 years.

The weighted-average amortization period of finite-lived permits and other acquired during the six months ended June 30, 2023 was 40.0 years.

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

6 unchanged sentences

Intangible assets, exclusive of goodwill

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of March 31, 2023 is as follows:

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of June 30, 2023 is as follows:

For the year ending December 31, 2023

7 unchanged sentences

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

The Company rents certain equipment and facilities under short-term agreements, non-cancelable operating lease agreements and finance leases.

The Company determines if an arrangement is or contains a lease at contract inception.

The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date.

The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date.

Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments.

The lease guidance requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate.

Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs.

Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease.

The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

The lease term for the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

Lease payments included in the measurement of the lease liability comprise fixed payments or variable lease payments.

The variable lease payments take into account annual changes in the consumer price index and common area maintenance charges, if known.

ROU assets for operating and finance leases are periodically reviewed for impairment losses.

The Company uses the long-lived asset impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.

The Company did not recognize an impairment charge for any of its ROU assets during the six months ended June 30, 2023 and 2022.

The Company monitors for events or changes in circumstances that require a reassessment of one of its leases.

When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset.

The Company did not recognize any significant remeasurements during the six months ended June 30, 2023 and 2022.

The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less.

The Company has elected to apply the short-term lease recognition and measurement exemption allowed for in the lease accounting standard.

The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.

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)

Lease cost for operating and finance leases for the three and six months ended June 30, 2023 and 2022 were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease cost

Finance lease cost:

Amortization of leased assets

Interest on leased liabilities

Total lease cost

Supplemental cash flow information and non-cash activity related to the Company’s leases are as follows:

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Operating cash flows from finance leases

Financing cash flows from finance leases

Non-cash activity:

Right-of-use assets obtained in exchange for lease liabilities - operating leases

Right-of-use assets obtained in exchange for lease liabilities - finance leases

Weighted-average remaining lease term and discount rate for the Company’s leases are as follows:

Six Months Ended June 30,

Weighted average remaining lease term - operating leases

Weighted average remaining lease term - finance leases

Weighted average discount rate - operating leases

Weighted average discount rate - finance leases

As of June 30, 2023, future minimum lease payments, reconciled to the respective lease liabilities, are as follows:

Operating Leases

Finance Leases

Last 6 months of 2023

Minimum lease payments

imputed interest

Present value of minimum lease payments

current portion of lease liabilities

Long-term portion of lease liabilities

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)

LONG-TERM DEBT

The following table presents the Company’s long-term debt at March 31, 2023 and December 31, 2022:

The following table presents the Company’s long-term debt at June 30, 2023 and December 31, 2022:

Revolver under Credit Agreement, bearing interest ranging from 5.98 % to 6.26 % (a)

15 unchanged sentences

____________________

(a) Interest rates represent the interest rates at March 31, 2023.

(a) Interest rates represent the interest rates at June 30, 2023.

WASTE CONNECTIONS, INC.

27 unchanged sentences

Term SOFR rate loan

In addition to the $ 39,511 of letters of credit at March 31, 2023 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 85,120 under facilities other than the Credit Agreement.

In addition to the $ 39,438 of letters of credit at June 30, 2023 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 85,259 under facilities other than the Credit Agreement.

SEGMENT REPORTING

1 unchanged sentence

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 three months ended March 31, 2023, the Company managed its operations through the following five geographic solid waste operating segments:

Eastern, Southern, Western, Central and Canada.

The Company’s five geographic solid waste operating segments comprise its reportable segments.

Effective April 1, 2023, the Company modified its organizational structure under new regional operating segments as the result of continued growth in its business.

The Company now reports revenue and segment EBITDA based on the following six geographic solid waste operating segments:

Southern, Western, Central, Eastern, Canada and MidSouth.

A small number of operating locations have been reallocated from the Western segment to the Central segment, the previous Eastern segment has been bifurcated into two smaller geographies now referred to as the Eastern segment and MidSouth segment, and a small number of operating locations have been reallocated from the Southern segment to the MidSouth segment.

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.

The segment information presented herein reflects the realignment of these regions.

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.

1 unchanged sentence

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.

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

The Company’s

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2023 and 2022, is shown in the following tables:

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.

A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 11.

Summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022, is shown in the following tables:

Three Months Ended

March 31, 2023

June 30, 2023

Corporate (a)

Three Months Ended

March 31, 2022

June 30, 2022

Corporate (a)

Six Months Ended

June 30, 2023

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)

Six Months Ended

June 30, 2022

Corporate (a)

____________________

(a) The majority of Corporate expenses are allocated to the five operating segments.

Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options 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 five operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented.

(a) The majority of Corporate expenses are allocated to the six operating segments.

Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options 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.

Transactions within and between segments are made on a basis intended to reflect the market value of the service.

(c) 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.

The following tables show changes in goodwill during the three months ended March 31, 2023 and 2022, by reportable segment:

The following tables show changes in goodwill during the six months ended June 30, 2023 and 2022, by reportable segment:

Balance as of December 31, 2022

2 unchanged sentences

Impact of changes in foreign currency

Balance as of March 31, 2023

Balance as of June 30, 2023

Balance as of December 31, 2021

2 unchanged sentences

Impact of changes in foreign currency

Balance as of March 31, 2022

Balance as of June 30, 2022

WASTE CONNECTIONS, INC.

4 unchanged sentences

Three Months Ended

Eastern segment EBITDA

Six Months Ended

Southern segment EBITDA

1 unchanged sentence

Central segment EBITDA

Eastern segment EBITDA

Canada segment EBITDA

MidSouth segment EBITDA

Subtotal reportable segments

13 unchanged sentences

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

The interest rate swaps outstanding at March 31, 2023 were specifically designated to the Credit Agreement and accounted for as cash flow hedges.

At March 31, 2023, the Company’s derivative instruments included four interest rate swap agreements as follows:

The interest rate swaps outstanding at June 30, 2023 were specifically designated to the Credit Agreement and accounted for as cash flow hedges.

At June 30, 2023, the Company’s derivative instruments included four interest rate swap agreements as follows:

Interest Rate

Date Entered (a)

Rate Paid (b)

Effective Date

Rate Paid (a)

Effective Date (b)

Expiration Date

9 unchanged sentences

____________________

(a) In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments.

The Company did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Condensed Consolidated Financial Statements.

(b) Plus applicable margin.

(a) Plus applicable margin.

(b) In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments.

The Company did not record any gains or losses upon the conversion

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

The fair values of derivative instruments designated as cash flow hedges at March 31, 2023, were as follows:

of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Condensed Consolidated Financial Statements.

The fair values of derivative instruments designated as cash flow hedges at June 30, 2023, were as follows:

Derivatives Designated as Cash

9 unchanged sentences

____________________

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at March 31, 2023 (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 on interest rate swaps at June 30, 2023 (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, 2023 and 2022:

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, 2023 and 2022:

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

____________________

3 unchanged sentences

See Note 16 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.

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 March 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, 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.

2 unchanged sentences

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, 2023 and December 31, 2022, are as follows:

FAIR VALUE OF FINANCIAL INSTRUMENTS

As of June 30, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, are as follows:

Carrying Value at

13 unchanged sentences

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, 2023 and 2022:

Three Months Ended

Six Months Ended

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

2 unchanged sentences

Diluted shares outstanding

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)

FAIR VALUE MEASUREMENTS

4 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, 2023 and December 31, 2022, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

At June 30, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, were as follows:

Fair Value Measurement at March 31, 2023 Using

The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, were as follows:

Fair Value Measurement at June 30, 2023 Using

Quoted Prices in

13 unchanged sentences

Contingent consideration

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, 2023 and 2022:

Three Months Ended March 31,

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 six months ended June 30, 2023 and 2022:

Six Months Ended June 30,

Beginning balance

4 unchanged sentences

Ending balance

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)

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 months ended March 31, 2023 and 2022 are as follows:

Three Months Ended March 31, 2023

The components of other comprehensive income (loss) and related tax effects for the three and six months ended June 30, 2023 and 2022 are as follows:

Three Months Ended June 30, 2023

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

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, 2023 and 2022, is as follows:

Six Months Ended June 30, 2023

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, 2022

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

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 rollforward of the amounts included in AOCIL, net of taxes, for the six months ended June 30, 2023 and 2022, is as follows:

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2023

Balance at June 30, 2023

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2022

Balance at June 30, 2022

See Note 12 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, 2023, is presented below:

A summary of activity related to restricted share units (“RSUs”) during the six-month period ended June 30, 2023, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2023

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, 2023 was $ 133.46 .

Outstanding at June 30, 2023

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, 2023 was $ 133.61 .

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, 2023 and 2022, the Company had 62,201 and 81,712 vested deferred RSUs outstanding, respectively.

At June 30, 2023 and 2022, the Company had 62,201 and 81,712 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)

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, 2023, is presented below:

A summary of activity related to performance-based restricted share units (“PSUs”) during the six-month period ended June 30, 2023, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2023

During the three months ended March 31, 2023, 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, 2025 .

Outstanding at June 30, 2023

During the six months ended June 30, 2023, 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, 2025 .

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, 2023 was $ 133.30 .

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 weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the six-month period ended June 30, 2023 was $ 133.83 .

Deferred Share Units

A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2023, is presented below:

A summary of activity related to deferred share units (“DSUs”) during the six-month period ended June 30, 2023, is presented below:

Vested Shares

Outstanding at December 31, 2022

Outstanding at March 31, 2023

Outstanding at June 30, 2023

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, 2023 was $ 136.47 .

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, 2023 was $ 136.47 .

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, 2023, is presented below:

A summary of activity related to Progressive Waste RSUs during the six-month period ended June 30, 2023, is presented below:

Outstanding at December 31, 2022

Outstanding at March 31, 2023

Outstanding at June 30, 2023

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, 2023, is presented below:

A summary of activity related to Progressive Waste share-based options during the six-month period ended June 30, 2023, is presented below:

Outstanding at December 31, 2022

Outstanding at March 31, 2023

Outstanding at June 30, 2023

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

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.

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 14,594 of the Company’s common shares for $ 1,841 during the three months ended March 31, 2023.

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 14,594 of the Company’s common shares for $ 1,841 during the six months ended June 30, 2023.

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

6 unchanged sentences

The maximum number of shares that can be purchased per day on the NYSE will be 25 % of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases.

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

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

For the three months ended March 31, 2023, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

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 .

As of March 31, 2023, the remaining maximum number of shares available for repurchase under the current NCIB was 12,859,066 .

For the six months ended June 30, 2023, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

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 .

As of June 30, 2023, the remaining maximum number of shares available for repurchase under the current NCIB was 12,859,066 .

Cash Dividend

In November 2022, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.025 , from $ 0.23 to $ 0.255 per Company common share.

Cash dividends of $ 65,788 and $ 59,391 were paid during the three months ended March 31, 2023 and 2022, respectively.

Cash dividends of $ 131,140 and $ 118,812 were paid during the six months ended June 30, 2023 and 2022, respectively.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

federal, state and local agencies.

In these proceedings, an agency may subpoena 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 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 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, 2023, 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, 2023, 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

2 unchanged sentences

The Parish also holds the State of Louisiana permit for the operation of the JP Landfill.

Aptim Corporation operated the landfill gas collection system at the JP Landfill under a separate contract with the Parish.

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, and subsequently removed to the United States District Court for the Eastern District of Louisiana, before Judge Susie Morgan in New Orleans.

The Court later consolidated the claims of the putative class action plaintiffs.

Beginning in December 2018, a series of 11 substantively identical mass actions were filed in Louisiana state court against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation.

The claims of the mass action plaintiffs were consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action).

Beginning in December 2018, a series of 11 substantively identical mass actions were filed in Louisiana state court against LRLC and certain other Company subsidiaries, the Parish,

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)

and Aptim Corporation.

The claims of the mass action plaintiffs were removed to and consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action).

The putative class actions and the Addison action assert claims for damages from odors allegedly emanating from the JP Landfill.

5 unchanged sentences

The Court held an eight-day trial on general causation during January and February 2022.

General causation was to address the questions of whether the JP Landfill could cause odors and emissions that are able to reach plaintiffs’ properties and whether those odors and emissions could result in the types of medical impacts and nuisance conditions complained of by the putative class and mass action plaintiffs.

Among other things, defendants urged the court to find general causation tied to the geographic limits of landfill emissions that may have the potential to cause a nuisance based on air modeling done by defendants’ experts.

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)

On November 29, 2022, the Court issued a 45-page decision on the general causation trial.

6 unchanged sentences

Subject to that objection, the Company jointly proposed a case management order with the Addison plaintiffs that allows for fact and expert discovery on a subset of 8-13 Addison plaintiffs who will proceed to trial.

The Court adopted and so-ordered that case management order on April 17, 2023, under which trial is scheduled for September 2023.

The Court adopted and so-ordered that case management order on April 17, 2023, under which trial was scheduled for September 2023.

On April 17, 2023, the Company and the other Defendants filed a petition for a writ of mandamus from the Fifth Circuit Court of Appeals challenging the April 17 case management order’s sequencing of a merits trial before class certification.

The Defendants also filed a motion to stay proceedings in the district court until the Fifth Circuit issues a decision on the writ petition.

The Fifth Circuit has requested responses from the Plaintiffs and invited a response from the district court, which were due April 26, 2023.

On June 8, 2023, the Fifth Circuit stayed proceedings in the district court, and oral argument was held on July 12, 2023.

Following oral argument, the Fifth Circuit clarified that its stay applies only to the Addison action but has not yet issued a decision on the writ petition.

The Company has already obtained dismissal of approximately one third of the original Addison plaintiffs, the number of which now totals 544, and believes it has strong defenses to the merits of the Addison action, including specific causation issues due to other odor sources in the area.

2 unchanged sentences

however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, including the allocation of any potential liability among the Company, the Parish, and Aptim Corporation.

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)

Los Angeles County, California Landfill Expansion Litigation

3 unchanged sentences

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.

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)

exactions that substantially reduced the historical landfill operations and represented a large increase in aggregate taxes and fees.

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.

19 unchanged sentences

At the time the NOV was issued, CCL had already contested the legality of the B&T fee in the October 20, 2017 Complaint filed against the County in Los Angeles County Superior Court, described above under paragraph A (the “CUP lawsuit”).

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)

On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV.

9 unchanged sentences

However, at this time, the Company is not able to determine the likelihood of any outcome in this matter.

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)

SUBSEQUENT EVENTS

Effective April 1, 2023, the Company modified its organizational structure under new regional operating segments as the result of continued growth in the business.

Beginning in the second quarter of 2023, the Company will report revenue and segment EBITDA based on the following six geographic solid waste operating segments:

Southern, Eastern, MidSouth, Western, Central and Canada.

On April 24, 2023, the Company announced the departure of Worthing F.

Jackman from his role as President and Chief Executive Officer of the Company, effective April 23, 2023.

For purposes of Mr.

Jackman’s letter agreement dated July 25, 2019, as amended, and the related Separation Benefits Plan as amended and restated July 26, 2022, Mr.

Jackman’s departure qualified as a termination without cause.

On April 24, 2023, the Company also announced that Ronald J.

Mittelstaedt succeeded Mr.

Jackman as the Company’s President and Chief Executive Officer.

Mittelstaedt is the Company’s founder and served as the Company’s Chief Executive Officer from 1997 until July 2019, when he transitioned to the position of Executive Chairman.

On April 26, 2023 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.255 per Company common share.

The dividend will be paid on May 24, 2023 , to shareholders of record on the close of business on May 10, 2023 .

On August 2, 2023 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.255 per Company common share.

The dividend will be paid on August 30, 2023 , to shareholders of record on the close of business on August 16, 2023 .

On July 25, 2023, 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, 2023.

Upon approval, the Company anticipates that it will be authorized to make purchases during the period of August 10, 2023 to August 9, 2024 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