What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-14 compared with 2023-02-16 · 253 added, 266 removed, 1647 unchanged (24% of the section changed)

47 unchanged sentences

● We evaluated the fair value allocation of assumed liabilities for landfills acquired in business combinations;

● We tested the accuracy of one-time charges taken at a landfill including key inputs such as:

estimated volume and remaining volume, estimated repair and restoration costs, and estimated timing of the completion of such events .

Valuation of intangible assets in business combinations

3 unchanged sentences

Auditing the fair value of these assets involved a high degree of subjectivity, auditor judgment and effort in evaluating management’s significant assumptions, primarily due to the complexity of the valuation models used to measure the fair value of the aforementioned intangible assets, as well as the sensitivity of the underlying significant assumptions.

The Company used a discounted cash flow model to estimate the fair values of the intangible assets, which included assumptions such as discount rate, revenue growth rates, operating expenses, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, capital expenditures, customer turnover rates, and contributory asset charges (as applicable) that form the basis of the forecasted results.

The Company used a discounted cash flow model to estimate the fair values of the intangible assets, which included assumptions such as discount rate, revenue

growth rates, operating expenses, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, capital expenditures, customer turnover rates, and contributory asset charges (as applicable) that form the basis of the forecasted results.

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

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Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

Treasury shares:

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Interest income

Other income (expense), net

Other income, net

Loss on early extinguishment of debt

1 unchanged sentence

Income tax provision

Net loss (income) attributable to noncontrolling interests

Net income attributable to noncontrolling interests

Net income attributable to Waste Connections

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Comprehensive income

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Waste Connections

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Exercise of warrants

Issuance of shares under employee share purchase plan

Repurchase of common shares

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Foreign currency translation adjustment

Net income (loss)

Balances at December 31, 2021

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Restricted share units released from deferred compensation plan

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

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NONCONTROLLING

INCOME (LOSS)

Balances at December 31, 2022

7 unchanged sentences

Issuance of shares under employee share purchase plan

Repurchase of common shares

( 3,388,155 )

Cash dividends on common shares

11 unchanged sentences

Loss on disposal of assets and impairments

Adjustment to closure and post-closure liabilities

Amortization of intangibles

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Capital expenditures for property and equipment

Capital expenditures for undeveloped landfill property

Investment in noncontrolling interests

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( 2,206,901 )

Change in open working capital settlements at year end

Liabilities assumed and notes payable issued to sellers of businesses acquired

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All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation, in mostly exclusive and secondary markets in the U.S.

Waste Connections also provides non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

NEW ACCOUNTING STANDARDS

The Company is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation, in mostly exclusive and secondary markets in the U.S.

Waste Connections also provides non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services in several basins across the U.S.

and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

NEW ACCOUNTING STANDARDS AND RECLASSIFICATIONS

Accounting Standards Adopted

Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

In March 2020, the Financial Accounting Standards Board (“FASB”) issued guidance to provide temporary optional expedients and exceptions to the guidance in GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”).

One-week and two-month U.S.

dollar LIBOR settings as well as all non-U.S.

dollar LIBOR settings stopped being published on December 31, 2021, while the remaining U.S.

dollar LIBOR settings will be discontinued on June 30, 2023.

Under the new guidance, entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met.

An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination.

Under the guidance, entities can also elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met.

The guidance was effective upon issuance.

The guidance on contract modifications was applied prospectively from March 12, 2020.

The guidance on hedging is applied to eligible hedging relationships existing as of the beginning of the interim period that includes the effective date and to new eligible hedging relationships entered into after the beginning of that interim period.

The relief is temporary and generally cannot be applied to contract modifications that occur after December 31, 2024 or hedging relationships entered into or evaluated after that date.

However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2024.

In October 2022, the Company adopted the applicable practical expedients of the standard when it converted the option of a LIBOR interest rate in its Credit Agreement to a SOFR interest rate and correspondingly amended its five interest rate swap agreements that are specifically designated to the amended Credit Agreement.

As permitted by the practical expedients in the standard, the Company maintained cash flow hedge accounting for its interest rate swap agreements as the conversion of the LIBOR interest rate to SOFR was the only modification to the interest rate swap agreements.

The Company determined that the new guidance did not have a material effect on its consolidated financial statements.

See Note 11 for further details on the amendment to the Credit Agreement .

Accounting Standards Pending Adoption

Clawback of Executive Compensation Rules .

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The rules direct U.S.

securities exchanges to establish standards to require listed issuers to develop and implement a written policy

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.

The exchanges must file proposed listing standards to implement the SEC’s directive no later than February 26, 2023 (which is 90 days after the final rules were published in the Federal Register), and those listing standards must be effective no later than November 28, 2023.

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

The Company adopted the new rules as required.

Accounting Standards Pending Adoption

Disclosure of Significant Segment Expenses and Other Segment Items .

In November 2023, the Financial Accounting Standards Board (the “FASB”) amended its existing guidance for segment reporting to require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The amended guidance does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments.

The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable.

The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

Early adoption is permitted.

The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

Additional Income Tax Disclosures .

In December 2023, the FASB issued a final standard on improvements to income tax disclosures.

The standard requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold.

The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

The standard applies to all entities subject

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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.

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

to income taxes.

For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

Reclassification

As disclosed within other notes to the financial statements, segment information reported in the Company’s prior year periods has been reclassified to conform with the 2023 presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Intermodal and other

( 1,145,781 )

The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed.

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These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis.

The standard customer service agreements generally range from one to three years in duration, although some exclusive franchises are for significantly longer periods.

The standard customer service agreements generally range from one to five years in duration, although some exclusive franchises are for significantly longer periods.

Residential collection services are also provided on a subscription basis with individual households.

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

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

In general, residential collection fees are billed monthly or quarterly in advance.

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Revenue at transfer stations is primarily generated by charging tipping or disposal fees on a per ton and/or per yard basis.

The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility and the cost of disposal.

The fees charged to third parties are based primarily on the market, type and volume or weight of the waste accepted, the distance to the disposal facility, the method of transportation used and the cost of disposal.

In general, fees are billed and revenue is recognized at the time the service is performed.

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Service obligations of a long-term nature, such as solid waste collection service contracts, are satisfied over time, and revenue is recognized based on the value provided to the customer during the period.

In many of our markets, solid waste collection service contracts exist as exclusive franchise agreements or municipal contracts.

In many of the Company’s markets, solid waste collection service contracts exist as exclusive franchise agreements or municipal contracts.

The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of waste collected, transported and disposed, and the nature of the waste accepted.

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Contract Acquisition Costs

The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Consolidated Balance Sheet, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years .

The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as Other assets in the Company’s Consolidated Balance Sheets, and are amortized to Selling, general and administrative expense over the estimated life of the relevant customer relationship, which ranges from one to five years .

The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the

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Final capping costs represent the costs related to installation of clay liners, drainage and compacted soil layers and topsoil constructed over areas of the landfill where total airspace capacity has been consumed.

Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred

Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when

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when a landfill facility ceases to accept waste and closes.

a landfill facility ceases to accept waste and closes.

Accruals for final capping, closure and post-closure monitoring and maintenance requirements in the U.S.

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This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.” The Company’s discount rate assumption for purposes of computing layers for final capping, closure and post-closure liabilities is based on its long-term credit adjusted risk-free rate.

The Company’s discount rate assumption for purposes of computing 2022 and 2021 “layers” for final capping, closure and post-closure obligations ranged from 3.25 % to 5.50 % for 2022 and was 3.25 % for 2021.

The Company’s long-term inflation rate assumption ranged from 2.25 % to 2.75 % for 2022 and was 2.25 % for 2021.

The Company’s discount rate assumption for purposes of computing 2023 and 2022 “layers” for final capping, closure and post-closure obligations was 5.50 % for 2023 and ranged from 3.25 % to 5.50 % for 2022.

The Company’s long-term inflation rate assumption was 2.75 % for 2023 and ranged from 2.25 % to 2.75 % for 2022.

In accordance with the accounting guidance on asset retirement obligations, the final capping, closure and post-closure liability is recorded on the balance sheet along with an offsetting addition to site costs which is amortized to depletion expense on a units-of-consumption basis as remaining landfill airspace is consumed.

The impact of changes determined to be changes in estimates, based on an annual update, is accounted for on a prospective basis.

In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical.

Depletion expense resulting from final capping, closure and post-closure obligations recorded as a component of landfill site costs will generally be less during the early portion of a landfill’s operating life and increase thereafter.

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Assumption of closure liabilities from acquisitions

Disposition of closure liabilities from divested operations

Foreign currency translation adjustment

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

- Disposal capacity .

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As part of the Company’s goodwill impairment test, the Company estimates the fair value of each of its reporting units using discounted cash flow analyses.

The Company’s reporting units consisted of its five geographic solid waste operating segments at December 31, 2022, 2021 and 2020.

The Company’s reporting units consisted of its six geographic solid waste operating segments at December 31, 2023, 2022 and 2021.

The Company compares the fair value of each reporting unit with the carrying value of the net assets assigned to each reporting unit.

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If the fair value of the indefinite-lived intangible asset is less than its carrying value, an impairment charge would be recorded to earnings in the Company’s Consolidated Statements of Net Income.

During the Company’s annual impairment analysis of its solid waste operations, the Company determined the fair value of each of its five geographic operating segments at December 31, 2022, 2021 and 2020 and each indefinite-lived intangible asset within those segments using discounted cash flow analyses, which require significant assumptions and estimates about the future operations of each reporting unit and the future discrete cash flows related to each indefinite-lived intangible asset.

During the Company’s annual impairment analysis of its solid waste operations, the Company determined the fair value of each of its six geographic operating segments at December 31, 2023, 2022 and 2021 and each indefinite-lived intangible asset within those segments using discounted cash flow analyses, which require significant assumptions and estimates about the future operations of each reporting unit and the future discrete cash flows related to each indefinite-lived intangible asset.

Significant judgments inherent in these analyses include the determination of appropriate discount rates, the amount and timing of expected future cash flows, growth rates and income tax rates.

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In assessing the reasonableness of the Company’s determined fair values of its reporting units, the Company evaluates its results against its current market capitalization.

The Company did no t record an impairment charge to any of its five geographic operating segments as a result of its annual goodwill impairment tests for the years ended December 31, 2022, 2021 or 2020.

The Company did no t record an impairment charge to any of its six geographic operating segments as a result of its annual goodwill impairment tests for the years ended December 31, 2023, 2022 or 2021.

The Company did no t record an impairment charge to any of its six geographic operating segments as a result of its indefinite-lived intangible assets impairment tests for the years ended December 31, 2023 or 2022.

During the fourth quarter of 2021, the Company recorded an impairment charge of $ 2,277 , which is included in Impairments and other operating items in the Consolidated Statements of Net Income, on certain indefinite-lived intangible assets at two of its E&P sites in its Southern segment.

The Company did no t record an impairment charge to any of its five geographic operating segments as a result of its indefinite-lived intangible assets impairment tests for the years ended December 31, 2022 or 2020.

Impairments of Property and Equipment and Finite-Lived Intangible Assets

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● an adverse action or assessment by a regulator;

● a more likely than not expectation that a segment or a significant portion thereof will be sold;

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a more likely than not expectation that a segment or a significant portion thereof will be sold;

● the testing for recoverability of a significant asset group within a segment;

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There are other considerations for impairments of landfills, as described below.

During the year ended December 31, 2022, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment.

During the years ended December 31, 2023 and 2022, the Company did not record any significant impairment charges for finite-lived intangible assets or property and equipment.

During the year ended December 31, 2021, the Company recorded a $ 16,379 impairment charge, which is included in Impairments and other operating items in the Consolidated Statements of Net Income, for property and equipment and finite-lived intangible assets at three of its E&P waste sites in its Southern segment.

The demand for the Company’s E&P waste services depends on the continued demand for, and production of, oil and natural gas.

Crude oil and natural gas prices historically have been volatile.

Macroeconomic and geopolitical conditions, including a significant decline in oil prices occurring in 2020 driven by both surplus production and supply, as well as the decrease in demand caused by factors including the COVID-19 pandemic, resulted in decreased levels of oil and natural gas exploration and production activity and a corresponding decrease in demand for the Company’s E&P waste services in 2020.

During the year ended December 31, 2020, total E&P waste revenue declined $ 112,114 , compared to the prior year period, on rig count declines of 56 % in certain basins.

The most impacted basins include the Williston Basin in North Dakota, the Eagle Ford Basin in Texas and the Powder River Basin in Wyoming, all of which have relatively high costs associated with drilling, making them less attractive than other basins, including the Permian Basin in Texas and New Mexico.

Additionally, across the industry there was uncertainty regarding future demand for oil and related services, as noted by several energy companies during 2020, many of whom are customers of the Company’s E&P waste services.

These energy companies wrote down the values of their oil and gas assets in anticipation of the potential for the decarbonization of their energy product mix given an increased global focus on reducing greenhouse gases and addressing climate change.

Such uncertainty regarding global demand had a significant impact on the investment and operating plans of the Company’s E&P waste customers in the basins where the Company operates.

The decrease in E&P activity, together with market expectations of a likely slow recovery in oil prices, reduced the expected future period cash flows of the Company’s E&P waste services.

Based on these events, the Company concluded that a triggering event occurred which required the Company to perform an impairment test of the property and equipment and intangible assets of its E&P waste services as of June 30, 2020 using July 2020 industry projections for drilling activity by basin as the basis for expectations about future activity.

Based upon the results of the impairment test, the Company concluded that the carrying value exceeded the projected undiscounted cash flows of four E&P waste landfills.

The next step was to calculate the fair value of these four landfills using an income approach employing a discounted cash flow (“DCF”) model over the lesser of 40 years or the remaining life of each landfill.

Additional key assumptions used in the DCF model included a discount rate of 12 % applied to the cash flows, annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas E&P activity during the forecast period at each location, gross margins based on estimated operating expense requirements during the forecast period, estimated capital expenditures over the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

forecast period and income taxes based on the estimated federal and state income tax rates applicable during the cash flow periods, all of which were classified as Level 3 in the fair value hierarchy.

For each of the four landfills, the carrying value exceeded the calculated discounted fair value, resulting in the recording of an impairment charge of $ 417,384 to Impairments and other operating items in the Consolidated Statements of Net Income during the year ended December 31, 2020.

The four landfills had $ 0 of intangible assets at June 30, 2020;

therefore, no impairment charge was attributable to intangible assets.

The impairment charge reduced the carrying value of property and equipment by $ 417,384 .

If the estimated annual cash flows in the DCF model for each asset or asset group tested was changed by 10%, the resulting impairment charge would change by approximately $ 3,000 .

The aforementioned impairment charges were partially offset by a $ 4,145 adjustment, also recorded during the year ended December 31, 2020, to reduce the fair value of a liability-classified contingent consideration arrangement calculated on future earnings and cash flows associated with the acquisition of an E&P business in 2014.

There are certain indicators listed above that require significant judgment and understanding of the waste industry when applied to landfill development or expansion projects.

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

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

Interest Rate

Date Entered (b)

Rate Paid (a)

Effective Date

1-month Term SOFR

November 2022

Effective Date (b)

1-month Term SOFR

November 2022

February 2023

1-month Term SOFR

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

On September 28, 2020, the Company terminated four of its interest rate swaps with notional amounts totaling $ 400,000 , which would have expired in January 2021.

As a result of terminating these interest rate swaps, the Company made total cash payments of $ 853 to the counterparties of the swap agreements.

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

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

Derivatives Designated as Cash

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Accrued liabilities

Other long-term liabilities

Other assets, net

Total derivatives designated as cash flow hedges

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As the critical terms of the interest rate swaps match the underlying debt being hedged, all unrealized changes in fair value are recorded in AOCIL.

Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt.

See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.

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See Note 15 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.

Deferred tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

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The fair market value of warrants issued to consultants for acquisitions are recorded immediately as share-based compensation expense.

Share-based compensation expense recognized during the years ended December 31, 2023, 2022 and 2021, was $ 70,436 ($ 52,708 net of taxes), $ 63,485 ($ 47,503 net of taxes) and $ 58,221 ($ 43,495 net of taxes), respectively.

This share-based compensation expense includes RSUs, PSUs, DSUs, share option and warrant expense.

The share-based compensation expense totals include amounts associated with the Progressive Waste share-based compensation plans, continued by the Company following the Progressive Waste acquisition, which allow for the issuance of shares or cash

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Share-based compensation expense recognized during the years ended December 31, 2022, 2021 and 2020, was $ 63,485 ($ 47,503 net of taxes), $ 58,221 ($ 43,495 net of taxes) and $ 45,751 ($ 34,197 net of taxes), respectively.

This share-based compensation expense includes RSUs, PSUs, DSUs, share option and warrant expense.

settlement to employees upon vesting.

The Company records share-based compensation expense in Selling, general and administrative expenses in the Consolidated Statements of Net Income.

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All remaining unvested Progressive Waste restricted share units vested during the year ended December 31, 2019.

As of December 31, 2023, the Company has no remaining liability balance.

As of December 31, 2022 and 2021, the Company had a liability of $ 3,814 and $ 4,088 , respectively, representing the December 31, 2022 and 2021 fair value, respectively, of outstanding Progressive Waste share-based options which are expected to be cash settled.

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At December 31, 2023 and 2022, the Company’s total accrual for self-insured liabilities was $ 183,546 and $ 151,379 , respectively, which is included in Accrued liabilities in the Consolidated Balance Sheets.

For the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 204,347 , $ 179,250 and $ 164,099 , respectively, of self-

For the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 261,589 , $ 204,347 and $ 179,250 , respectively, of self-insurance expense which is included in Cost of operations and Selling, general and administrative expense in the Consolidated Statements of Net Income.

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insurance expense which is included in Cost of operations and Selling, general and administrative expense in the Consolidated Statements of Net Income.

USE OF ESTIMATES AND ASSUMPTIONS

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( 5,115,749 )

Machinery and equipment included $ 9,762 and $ 11,227 , at December 31, 2023 and 2022, respectively, of equipment assets accounted for as finance leases.

The Company’s landfill depletion expense, recorded in Depreciation in the Consolidated Statements of Net Income, for the years ended December 31, 2023, 2022 and 2021, was $ 254,633 , $ 232,251 and $ 212,898 , respectively.

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Machinery and equipment included $ 11,227 and $ 10,342 , at December 31, 2022 and 2021, respectively, of equipment assets accounted for as finance leases.

The Company’s landfill depletion expense, recorded in Depreciation in the Consolidated Statements of Net Income, for the years ended December 31, 2022, 2021 and 2020, was $ 232,251 , $ 212,898 and $ 200,374 , respectively.

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

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The Company did not recognize any significant remeasurements during the years ended December 31, 2023, 2022 and 2021.

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

The Company has elected 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.

The Company initially entered into finance leases in December 2020 and the assets under these leases went into service on December 31, 2020.

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The Company recognizes acquisition-related transaction costs as expense.

The Company acquired 12 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and one immaterial E&P disposal business during the year ended December 31, 2023.

The total transaction-related expenses incurred during the year ended December 31, 2023 for these acquisitions were $ 10,653 .

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

The Company acquired 24 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2022.

The total transaction-related expenses incurred during the year ended December 31, 2022 for these acquisitions was $ 24,933 .

The total transaction-related expenses incurred during the year ended December 31, 2022 for these acquisitions were $ 24,933 .

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

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

The Company acquired 21 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2020.

The total transaction-related expenses incurred during the year ended December 31, 2020 for these acquisitions was $ 9,803 .

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

The results of operations of the acquired businesses have been included in the Company’s consolidated financial statements from their respective acquisition dates.

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Fair value of consideration transferred:

Change in open working capital settlements at year end

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

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Long-term franchise agreements and contracts

Indefinite-lived intangibles

Customer lists

Permits and other intangibles

Indefinite-lived intangibles

Accounts payable and accrued liabilities

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Goodwill acquired in 2021 totaling $ 187,287 is expected to be deductible for tax purposes.

The fair value of acquired working capital related to 17 individually immaterial acquisitions completed during the year ended December 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 17 acquisitions are not expected to be material to the Company’s financial position.

The fair value of acquired working capital related to five individually immaterial acquisitions completed during the year ended December 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 five acquisitions are not expected to be material to the Company’s financial position.

The adjustments recorded during the year ended December 31, 2023 relating to finalizing the acquired working capital for the individually immaterial acquisitions completed during the year ended December 31, 2022 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2023, was $ 19,202 , of which $ 1,196 was expected to be uncollectible.

12 unchanged sentences

Permits and other

( 1,088,483 )

Indefinite-lived intangible assets:

1 unchanged sentence

Intangible assets, exclusive of goodwill

( 1,088,483 )

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the year ended December 31, 2023 was 19.5 years.

9 unchanged sentences

Intangible assets, exclusive of goodwill

Estimated future amortization expense for the next five years relating to finite-lived intangible assets is as follows:

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

For the year ending December 31, 2024

11 unchanged sentences

Payroll and payroll-related

Interest payable

Final capping, closure and post-closure liability

Interest payable

Property taxes

3 unchanged sentences

Transaction-related expenses

Unrealized cash flow hedge losses

LONG-TERM DEBT

15 unchanged sentences

Less – unamortized debt discount and issuance costs

Long-term portion of debt and notes payable

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

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Term SOFR rate loan

Not applicable

Interest rate applicable – U.S.

Term SOFR rate loan

Not applicable

Interest rate margin – U.S.

Term SOFR rate loan

Not applicable

Amount drawn – U.S.

LIBOR rate loan

Not applicable

Term SOFR rate loan

Interest rate applicable – U.S.

LIBOR rate loan

Not applicable

Term SOFR rate loan

Interest rate margin – U.S.

LIBOR rate loan

Not applicable

Term SOFR rate loan

Amount drawn – U.S.

4 unchanged sentences

base rate loan

Amount drawn – U.S.

swingline loan

Interest rate applicable – U.S.

swingline loan

Interest rate margin – U.S.

swingline loan

Amount drawn – Canadian prime rate loan

Interest rate applicable - Canadian prime rate loan

Interest rate margin – Canadian prime rate loan

Amount drawn – Canadian bankers’ acceptance

1 unchanged sentence

Interest rate acceptance fee – Canadian bankers’ acceptance

Amount drawn – Canadian bankers’ acceptance

Interest rate applicable – Canadian bankers’ acceptance

Interest rate acceptance fee – Canadian bankers’ acceptance

Commitment – rate applicable

2 unchanged sentences

Term SOFR rate loan

Not applicable

Interest rate applicable – U.S.

Term SOFR rate loan

Not applicable

Interest rate margin – U.S.

Term SOFR rate loan

Not applicable

Amount drawn – U.S.

based LIBOR loan

Not applicable

Interest rate applicable – U.S.

based LIBOR loan

Not applicable

Interest rate margin – U.S.

based LIBOR loan

Not applicable

In addition to the $ 39,742 of letters of credit at December 31, 2023 issued and outstanding under the Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 102,236 under facilities other than the Credit Agreement.

Pursuant to the terms and conditions of the Credit Agreement, the Lenders provide a $ 2,500,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $ 1,850,000 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $ 650,000 .

As part of the aggregate commitments

As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $ 320,000 and for swing line loans to be issued at the request of the Company in an

WASTE CONNECTIONS, INC.

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under the revolving advances, the Credit Agreement provides for letters of credit to be issued at the request of the Company in an aggregate amount not to exceed $ 320,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $ 100,000 and the aggregate commitments under the revolving advances.

aggregate amount not to exceed the lesser of $ 100,000 and the aggregate commitments under the revolving advances.

Both the letter of credit sublimit and the swing line sublimit are part of, and not in addition to, the aggregate commitments under the revolving advances.

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During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Credit Agreement to be due and payable.

The Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations).

As of December 31, 2023

WASTE CONNECTIONS, INC.

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(b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations).

As of December 31, 2022 and 2021, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date .

and 2022, the Company was in compliance with all applicable covenants in the Credit Agreement as in effect as of the applicable date .

Term Loan Agreement

11 unchanged sentences

The Term Loan Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (i) Consolidated Total Funded Debt (as defined in the Term Loan Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Term Loan Agreement), measured for the preceding 12 months, to not more than 3.75 to 1.00 (or 4.25 to 1.00 during material acquisition periods, subject to certain limitations) .

As of December 31, 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement.

As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Term Loan Agreement.

Private Placement Notes

Pursuant to the terms and conditions of a Master Note Purchase Agreement dated as of June 1, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2016 NPA”) between the Company and certain accredited institutional investors, the Company issued senior unsecured notes (the “2016 Private Placement Notes”) consisting of (i) $ 150,000 of senior notes due June 1, 2021 (the “June 2021 Private Placement Notes”), (ii) $ 200,000 of senior notes due June 1, 2023 , (iii) $ 150,000 of senior notes due April 20, 2024 , (iv) $ 400,000 of senior notes due June 1, 2026 and (v) $ 250,000 of senior notes due April 20, 2027 .

Pursuant to the terms and conditions of a Master Note Purchase Agreement, dated as of July 15, 2008 (as amended, restated, amended and restated, assumed, supplemented or otherwise modified from time to time, the “2008 NPA”) between the Company and certain accredited institutional investors, the Company issued senior unsecured notes (the “2008 Private Placement Notes” and together with the 2016 Private Placement Notes, the “Private Placement Notes”) consisting of (i) $ 100,000 of senior notes due April 1, 2021 (the “April 2021 Private Placement Notes” and together with the June

WASTE CONNECTIONS, INC.

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Private Placement Notes” and together with the 2016 Private Placement Notes, the “Private Placement Notes”) consisting of (i) $ 100,000 of senior notes due April 1, 2021 (the “April 2021 Private Placement Notes” and together with the June 2021 Private Placement Notes, the “2021 Private Placement Notes”), (ii) $ 125,000 of senior notes due August 20, 2022 and (iii) $ 375,000 of senior notes due August 20, 2025 .

2021 Private Placement Notes, the “2021 Private Placement Notes”), (ii) $ 125,000 of senior notes due August 20, 2022 and (iii) $ 375,000 of senior notes due August 20, 2025 .

The Company repaid at maturity the 2021 Private Placement Notes and repaid the other Private Placement Notes in connection with the Offering (defined below) in September 2021.

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The 2050 Senior Notes were issued under the Indenture, as supplemented through the Fourth Supplemental Indenture, dated as of March 13, 2020.

The Company is

The Company is amortizing a $ 7,375 debt discount and $ 5,682 of debt issuance costs through the maturity date of the 2050 Senior Notes.

The Company may redeem some or all of the 2050 Senior Notes at its option prior to October 1, 2049 (six months before

WASTE CONNECTIONS, INC.

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amortizing a $ 7,375 debt discount and $ 5,682 of debt issuance costs through the maturity date of the 2050 Senior Notes.

The Company may redeem some or all of the 2050 Senior Notes at its option prior to October 1, 2049 (six months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2050 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2050 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

the maturity date) at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2050 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2050 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Commencing on October 1, 2049 (six months before the maturity date), the Company may redeem some or all of the 2050 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2050 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

11 unchanged sentences

The New 2032 Senior Notes were issued under the Indenture, as supplemented through the Sixth Supplemental Indenture, dated as of March 9, 2022.

The Company is amortizing $ 375 of debt discount and $ 4,668 of debt issuance costs through the maturity date of the New 2032 Senior Notes.

The Company is amortizing a $ 375 debt discount and $ 4,668 of debt issuance costs through the maturity date of the New 2032 Senior Notes.

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

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.

On August 18, 2022, the Company completed an underwritten public offering of $ 750,000 aggregate principal amount of its 4.20 % Senior Notes due January 15, 2033 (the “2033 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2050 Senior Notes and

WASTE CONNECTIONS, INC.

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

the 2052 Senior Notes, the “Senior Notes”).

The 2033 Senior Notes were issued under the Indenture, as supplemented through the Seventh Supplemental Indenture, dated as of August 18, 2022.

The Company is amortizing $ 2,040 of debt discount and $ 6,878 of debt issuance costs through the maturity date of the 2033 Senior Notes.

The Company is amortizing a $ 2,040 debt discount and $ 6,878 of debt issuance costs through the maturity date of the 2033 Senior Notes.

The Company may redeem some or all of the 2033 Senior Notes at its option prior to October 15, 2032 (three months before the maturity date) (the “2033 Senior Notes Par Call Date”), at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2033 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2033 Senior Notes redeemed discounted to the redemption date (assuming the 2033 Senior Notes matured on the 2033 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

52 unchanged sentences

for Identical

Interest rate swap derivative instruments – net liability position

Interest rate swap derivative instruments – net asset position

Restricted cash

1 unchanged sentence

Contingent consideration

See Note 3 – “Impairments of Property and Equipment and Finite-Lived Intangible Assets” regarding non-recurring fair value measurements.

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the years ended December 31, 2023 and 2022:

12 unchanged sentences

The two largest uses of financial surety bonds are for municipal contract performance guarantees and asset closure and retirement requirements under certain environmental regulations.

Environmental regulations require demonstrated financial assurance to meet final

Environmental regulations require demonstrated financial assurance to meet final capping, closure and post-closure requirements for landfills.

In addition to surety bonds, these requirements may also be

WASTE CONNECTIONS, INC.

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

capping, closure and post-closure requirements for landfills.

In addition to surety bonds, these requirements may also be met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits.

met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits.

At December 31, 2023 and 2022, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $ 901,283 and $ 811,243 , respectively, to secure its asset closure and retirement requirements and $ 743,816 and $ 636,224 , respectively, to secure performance under collection contracts and landfill operating agreements.

6 unchanged sentences

At December 31, 2023, the Company’s unconditional purchase obligations consist of multiple fixed-price fuel purchase contracts under which it has 56.8 million gallons remaining to be purchased for a total of $ 175,743 .

These fuel purchase contracts expire on or before December 31, 2024.

These fuel purchase contracts expire on or before September 30, 2029.

During the years ended December 31, 2023, 2022 and 2021, the Company paid $ 145,598 , $ 112,136 and $ 100,220 , respectively, under the respective fuel purchase contracts then outstanding.

20 unchanged sentences

From time to time, the Company may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills, transfer stations, and E&P waste treatment, recovery and disposal operations, or alleging environmental damage or violations of the permits and licenses pursuant to which the Company operates.

The Company uses $ 1,000 as a threshold (up from the previously required threshold of $ 300 ) for disclosing environmental matters involving potential monetary sanctions.

The Company uses $ 1,000 as a threshold for disclosing environmental matters involving potential monetary sanctions.

In addition, the Company is a party to various claims and suits pending for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of the Company’s business.

1 unchanged sentence

Jefferson Parish, Louisiana Landfill Litigation

Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “Landfill”), located in Avondale, Louisiana, near the City of New Orleans.

LRLC’s operations were governed by an Operating Agreement, entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the Landfill, Jefferson Parish (the “Parish”).

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

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

Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “JP Landfill”), located in Avondale, Louisiana, near the City of New Orleans.

LRLC’s operations were governed by an Operating Agreement entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the JP Landfill, Jefferson Parish (the “Parish”).

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

Aptim Corporation, and later River Birch, LLC, operated the landfill gas collection system at the JP Landfill under a separate contract with the Parish.

In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court, and subsequently removed to the United States District Court for the Eastern District of Louisiana, before Judge Susie Morgan in New Orleans.

1 unchanged sentence

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).

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

The consolidated putative class action complaint alleges that the Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants.

The putative class is described as all residents of Jefferson Parish who have sustained legally cognizable damages as a result of odors from the Landfill, but the complaint proposes to revise the geographic definition based on further evidence.

The putative class plaintiffs seek unspecified damages for unidentified nuisance and property value diminution.

The Addison plaintiffs assert claims for nuisance, negligence, and (with respect to the Parish) unconstitutional takings under the Louisiana constitution;

on behalf of two plaintiffs, the Addison complaint also asserts claims for wrongful death and survivorship.

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).

On December 19, 2023, 52 plaintiffs filed a mass action in the federal district court of the Eastern District of Louisiana, Arcenaux v.

Louisiana Regional Landfill Company, et al .

The complaint is substantially identical to the consolidated Addison action (which together with Arcenaux now totals 596 plaintiffs), asserting the same causes of action against the same defendants, but was filed by a new law firm.

Neither the Company nor the other defendants have been served in the Arcenaux action.

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

The consolidated putative class action complaint alleges that the JP Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants.

The putative class is described currently as Jefferson Parish residents suffering an injury as a result of exposure to odors from the Landfill, who live in a delineated area that expands roughly five miles from the Landfill in a northerly and easterly direction.

The putative class plaintiffs propose that a class be certified on liability and allocation issues and that specific causation be left for individual determination.

Following the completion of fact and expert discovery, the putative class plaintiffs will be able to file an

WASTE CONNECTIONS, INC.

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amended motion for class certification.

The putative class plaintiffs seek unspecified damages.

The Addison and Arcenaux plaintiffs assert causes of action for nuisance, negligence, and (with respect to the Parish) unconstitutional takings under the Louisiana Constitution;

on behalf of two plaintiffs, the Addison complaint also asserts causes of action for wrongful death and survivorship.

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 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.

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

The Court concluded that all putative class and mass action plaintiffs established general causation—specifically that emissions and gases from the Landfill were capable of causing certain damages alleged by the plaintiffs.

The Court concluded that all putative class and mass action plaintiffs established general causation—specifically that emissions and gases from the JP Landfill were capable of causing certain damages alleged by the plaintiffs.

The Court held that it only needed to determine the level of exposure necessary to result in injuries and that the level existed somewhere offsite, and that it was not required to delineate this level of exposure within a geographic area.

1 unchanged sentence

The Addison plaintiffs’ claims of diminution of property value were put on a separate track from these damages and not addressed.

The Court has held two case management conferences since the general causation decision to discuss how to proceed with the class and mass action cases, and the Court has proposed trying certain Addison plaintiffs’ cases on the merits prior to class certification being determined as to the putative class case.

The Company has opposed that sequence by motion, and the Court has recognized its objection on the record.

Subject to that objection, the Company is negotiating a case management order with the Addison plaintiffs that allows for fact and expert discovery on a subset of Addison plaintiffs before selecting 6-10 individuals who will proceed to trial.

Trial is expected to be scheduled for the third quarter of 2023.

The Company has already obtained dismissal of approximately one third of the original Addison plaintiffs, the number of which now total 547, and believes it has strong defenses to the merits of the mass actions, including specific causation issues due to other odor sources in the area.

The Company also believes it has strong defenses to certification of the putative class actions, although the Court has not yet indicated when it will allow certification to be briefed and decided.

After the general causation decision, the Court entered a case management order on April 17, 2023 that scheduled a trial of a subset of 13 Addison plaintiffs’ cases on the merits, prior to class certification being determined as to the putative class case.

The Company objected to and opposed that sequence by motion, which the Court denied.

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.

On August 24, 2023 the Fifth Circuit denied the Company’s petition for a writ of mandamus.

Following the Fifth Circuit’s decision, the Court has ordered the following key deadlines:

(i) the Parties will complete briefing of class certification by June 26, 2024;

and (ii) the Parties will commence a three-week merits trial on the first 13 Addison plaintiffs on August 12, 2024.

The Company has already obtained dismissal of approximately one third of the original Addison plaintiffs, and believes it has defenses to the merits of the Addison and Arcenaux actions, including specific causation issues due to other odor sources in the area.

The Company also believes it has defenses to certification of the putative class actions.

The Company is continuing to vigorously defend itself in these lawsuits;

2 unchanged sentences

Chiquita Canyon, LLC Lawsuit Against Los Angeles County

In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (“DRP”) for a conditional use permit (the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “Landfill”).

The Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.6 million tons of materials for disposal and beneficial use in 2022.

The CC Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.5 million tons of materials for disposal and beneficial use in 2023.

The Application requested expansion of the existing waste footprint on CCL’s contiguous property, an increase in maximum elevation, creation of a new entrance and new support facilities, construction of a facility for the County or another third-party operator to host household hazardous waste collection events, designation of an area for mixed organics/composting, and other modifications.

After many years of reviews and delays, upon the recommendation of County staff, the County’s Regional Planning Commission (the “Commission”) approved the Application on April 19, 2017, but imposed operating conditions, fees and exactions that substantially reduced the historical landfill operations and represented a large increase in aggregate taxes and fees.

CCL objected to many of the requirements imposed by the Commission.

Current estimates for new costs imposed on CCL under the CUP are in excess of $ 300,000 .

WASTE CONNECTIONS, INC.

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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.

Current estimates for new costs imposed on CCL under the CUP are in excess of $ 300,000 .

CCL appealed the Commission’s decision to the County Board of Supervisors, but the appeal was not successful.

8 unchanged sentences

Following extensive litigation in 2018 and 2019 on the permissible scope of CCL’s challenge, the Superior Court issued its decision on July 2, 2020, granting CCL’s petition for writ of mandate in part and denying it in part.

CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the Landfill.

On October 11, 2022, CCL and the County entered into a settlement agreement that requires Chiquita to file a CUP modification application with the County embodying the terms of the settlement agreement.

Chiquita filed the CUP modification application on November 10, 2022.

If the CUP modification application is approved by the County and certain other contingencies are satisfied, Chiquita will dismiss this lawsuit.

CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on the CC Landfill.

On October 11, 2022, CCL and the County entered into a settlement agreement that requires CCL to file a CUP modification application with the County embodying the terms of the settlement agreement.

CCL filed the CUP modification application on November 10, 2022, and an addendum to CCL’s environmental impact report in accordance with the California Environmental Quality Act on January 12, 2024.

Upon completion of review by the County, the CUP modification application will be scheduled for a hearing before the Los Angeles County Regional Planning Commission.

If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL will dismiss this lawsuit.

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

11 unchanged sentences

The Court indicated that the NOV case would be coordinated with the CUP lawsuit.

On October 11, 2022, CCL and the County entered into a settlement agreement, described above under paragraph A.

If the CUP modification application is approved by the County and certain other contingencies are satisfied, Chiquita will dismiss this lawsuit.

On October 11, 2022, CCL and the County entered into the settlement agreement, described above under paragraph A.

If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL will dismiss this lawsuit.

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

Collective Bargaining Agreements

Seventeen of the Company’s collective bargaining agreements have expired or are set to expire in 2023.

The Company does not expect any significant disruption in its overall business in 2023 as a result of labor negotiations, employee strikes or organizational efforts.

WASTE CONNECTIONS, INC.

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South Coast Air Quality Management District Hearing Board Case No.

6177-4 and Elevated Temperature Landfill Event

Beginning in May 2023, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), received notices of violation (“NOVs”) from the South Coast Air Quality Management District (“SCAQMD”) for alleged violations of Section 41700 of the California Health & Safety Code and SCAQMD Rule 402 based on complaints from the public of odors from the Chiquita Canyon Landfill (the “Landfill”), which SCAQMD inspectors stated that they verified.

Each Rule 402 NOV alleges the Landfill is “discharging such quantities of air contaminants to cause injury, detriment, nuisance or annoyance to a considerable number of persons.” CCL’s retained expert consultants in Elevated Temperature Landfill Events (“ETLF”) have attributed these violations to an ETLF that is occurring in a non-active area of the Landfill.

Since May 2023, CCL has received approximately 122 NOVs for alleged violations of SCAQMD Rule 402.

CCL has also received three additional NOVs from SCAQMD alleging violations of other SCAQMD rules and Chiquita’s Title V permit.

These additional NOVs appear related to the increase in liquids and landfill gas caused by the ETLF.

At this time, CCL is not able to determine the likely penalty SCAQMD will seek for these NOVs, but it is likely to be substantial.

CCL also is incurring substantial costs in conjunction with efforts to address the ETLF and attendant odors.

On August 15, 2023, SCAQMD petitioned its Hearing Board for an Order for Abatement in Hearing Board Case No.

6177-4 to address the Rule 402 NOVs issued by SCAQMD inspectors as a result of the ETLF.

SCAQMD and CCL negotiated a Stipulated Order for Abatement (the “Stipulated Order”), requiring CCL to comply with 40 conditions designed to address and abate the odor issues.

The SCAQMD Hearing Board issued the Stipulated Order on September 6, 2023.

Chiquita has been and is continuing to comply with the Stipulated Order.

On November 3, 2023, SCAQMD petitioned for a status/modification hearing before the Hearing Board to modify the Stipulated Order in light of alleged leachate seepage at the Landfill, another impact of the ETLF.

SCAQMD and CCL negotiated modifications to the Stipulated Order, which the SCAQMD Hearing Board approved after a hearing held on January 16 and 17, 2024.

The modified Stipulated Order contains 56 conditions designed to address and abate the odor issues.

A status hearing is scheduled for April 24 and 25, 2024.

At this time, the Company is not able to determine the likelihood of any outcome of the resolution of the NOVs in this matter, including the amount of penalties.

Collective Bargaining Agreements

Sixteen of the Company’s collective bargaining agreements have expired or are set to expire in 2024.

The Company does not expect any significant disruption in its overall business in 2024 as a result of labor negotiations, employee strikes or organizational efforts.

SHAREHOLDERS’ EQUITY

7 unchanged sentences

Under the ESPP, employees purchased 26,582 of the Company’s common shares for $ 3,270 during the year ended December 31, 2022.

Under the ESPP, employees purchased 10,813 of the Company’s common shares for $ 1,222 during the year ended December 31, 2021.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Cash Dividend

The Board of Directors of the Company authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis.

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.

In October 2023, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.03 , from $ 0.255 to $ 0.285 per Company common share.

Cash dividends of $ 270,604 , $ 243,013 and $ 220,203 were paid during the years ended December 31, 2023, 2022 and 2021, respectively.

7 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.

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.

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, any share buyback taxes applicable and overall market conditions.

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

For the year ended December 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 .

For the year ended December 31, 2023, the Company did no t repurchase any common shares pursuant to the NCIB in effect during that period.

For the year ended December 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 .

1 unchanged sentence

As of December 31, 2023, the remaining maximum number of shares available for repurchase under the NCIB was 12,881,534 .

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Common Shares

4 unchanged sentences

For future grants under the Employee Share Purchase Plan

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Common Shares Held in Trust

22 unchanged sentences

Third Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”), and the Waste Connections US, Inc.

Consultant Incentive Plan (the “Consultant Plan,” and, together with the 2014 Plan and the 2004 Plan, the “Assumed

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Plans”) for the purposes of administering the Assumed Plans and the awards issued thereunder.

Consultant Incentive Plan (the “Consultant Plan,” and, together with the 2014 Plan and the 2004 Plan, the “Assumed Plans”) for the purposes of administering the Assumed Plans and the awards issued thereunder.

No additional awards will be made under any of the Assumed Plans.

6 unchanged sentences

No grants have been made under the 2004 Plan since May 16, 2014 pursuant to the approval by the stockholders of the 2014 Plan on such date.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

On June 1, 2016, the Company’s Board of Directors adopted the 2016 Incentive Award Plan (the “2016 Plan”), which was approved by Progressive Waste’s shareholders on May 26, 2016.

17 unchanged sentences

Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose.

At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs.

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 December 31, 2023, 2022 and 2021, the Company had 49,129 , 81,352 and 100,861 vested deferred RSUs outstanding, respectively.

4 unchanged sentences

Total fair value of PSUs vested

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

A summary of activity related to PSUs during the year ended December 31, 2023, is presented below:

9 unchanged sentences

During the year ended December 31, 2021, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company was required to meet before those awards were earned, and the performance period for those grants ended on December 31, 2023 .

During the same period, the Company’s Compensation Committee also granted PSUs with a one-year performance-based metric that the Company was required to meet before those awards were earned, with the awards then subject to time-based vesting for the remaining three years of their four-year vesting period.

The Compensation Committee determines the achievement of performance results and corresponding vesting of PSUs for each performance period.

4 unchanged sentences

Warrants outstanding at December 31, 2023, expire between 2024 and 2028 .

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

A summary of warrant activity during the year ended December 31, 2023, is presented below:

19 unchanged sentences

$ 129.75 to $ 142.93

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Deferred Share Units

12 unchanged sentences

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

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

A summary of activity related to Progressive Waste RSUs during the year ended December 31, 2023, is presented below:

10 unchanged sentences

All outstanding share-based options were vested as of December 31, 2017.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

OTHER COMPREHENSIVE INCOME (LOSS)

9 unchanged sentences

Foreign currency translation adjustment

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Year Ended December 31, 2021

16 unchanged sentences

The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

Income before provision for income taxes consists of the following:

Years Ended December 31,

Income before income taxes

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

Income before provision for income taxes consists of the following:

Years Ended December 31,

Income before income taxes

The provision for income taxes consists of the following:

14 unchanged sentences

federal statutory rate.

For the year ended December 31, 2020, the Company’s income tax provision included a $ 27,358 expense associated with certain 2019 inter-entity payments no longer being deductible for tax purposes due to the finalization of tax regulations on April 7, 2020 under Internal Revenue Code Section 267A and a $ 4,148 expense related to an increase in the Company’s deferred income tax liabilities resulting from the impairment of certain assets within its E&P waste services which impacted the geographical apportionment of its state income taxes.

WASTE CONNECTIONS, INC.

7 unchanged sentences

Tax credits and loss carryforwards

Interest rate swaps

Landfill closure and post-closure

Finance costs

11 unchanged sentences

( 1,166,130 )

( 1,137,457 )

Net deferred income tax liability

( 1,022,480 )

( 1,013,742 )

The Company has $ 51,318 of Canadian tax loss carryforwards with a 20-year carryforward period which will begin to expire in 2036, as well as various U.S.

20 unchanged sentences

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 .

The Company manages 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:

Western, Southern, 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.

While certain corporate or regional overhead expense allocations may affect comparability on a period-over-period basis, 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.

8 unchanged sentences

Corporate (a), (d)

Depreciation and

December 31, 2021

Total Assets (e)

Corporate (a), (d)

( 1,145,781 )

WASTE CONNECTIONS, INC.

6 unchanged sentences

Corporate (a), (d)

(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.

Depreciation and

December 31, 2021

Total Assets (e)

Corporate (a), (d)

(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.

Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments.

2 unchanged sentences

Corporate assets include cash, debt issuance costs, equity investments, operating lease right-of-use assets and corporate facility leasehold improvements and equipment.

Goodwill is included within total assets for each of the Company’s five operating segments.

Goodwill is included within total assets for each of the Company’s six operating segments.

The following table shows changes in goodwill during the years ended December 31, 2022 and 2023, by reportable segment:

1 unchanged sentence

Goodwill acquired

Goodwill acquisition adjustments

Goodwill divested

Impact of changes in foreign currency

1 unchanged sentence

Goodwill acquired

Goodwill acquisition adjustments

Goodwill divested

Impact of changes in foreign currency

Balance as of December 31, 2023

Property and equipment, net relating to operations in the United States and Canada are as follows:

United States

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

Property and equipment, net relating to operations in the United States and Canada are as follows:

United States

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

Years ended December 31,

Eastern segment EBITDA

Southern segment EBITDA

Western segment EBITDA

Southern segment EBITDA

Central segment EBITDA

Eastern segment EBITDA

Canada segment EBITDA

MidSouth segment EBITDA

Subtotal reportable segments

4 unchanged sentences

Interest income

Other income (expense), net

Other income, net

Loss on early extinguishment of debt

11 unchanged sentences

RSPs are available to all eligible Canadian employees of Waste Connections and its subsidiaries.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

For eligible non-union Canadian employees, Waste Connections and its subsidiaries make a matching contribution to a deferred profit sharing plan (“DPSP”) of up to 5 % of the employee’s eligible compensation, subject to certain limitations imposed by the Income Tax Act (Canada).

3 unchanged sentences

employees of Waste Connections and its subsidiaries.

Waste Connections and its subsidiaries make matching contributions under the 401(k) Plans of 100 % of every dollar of a participating employee’s pre-tax contributions until the employee’s contributions equal 5 % of the employee’s eligible

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

compensation, subject to certain limitations imposed by the U.S.

Waste Connections and its subsidiaries make matching contributions under the 401(k) Plans of 100 % of every dollar of a participating employee’s contributions until the employee’s contributions equal 5 % of the employee’s eligible compensation, subject to certain limitations imposed by the U.S.

Internal Revenue Code.

The Company’s matching contributions under the 401(k) Plans were suspended from June 1, 2020 to December 31, 2020.

The Company reinstated its matching contributions effective January 1, 2021.

Total employer expenses, including employer matching contributions, for the DPSP and 401(k) Plans were $ 42,100 , $ 37,165 and $ 31,834 , respectively, during the years ended December 31, 2023, 2022 and 2021.

32 unchanged sentences

Not applicable

Local 813 Pension Trust Fund

13-1975659 - 001

Critical and Declining for the plan year beginning 1/1/2023

Automobile Mechanics’ Local No.

2 unchanged sentences

Not applicable

Local 813 Pension Trust Fund

13-1975659 - 001

Critical for the plan year beginning 1/1/2021

Locals 302 & 612 of the IOUE - Employers Construction Industry Retirement Plan

7 unchanged sentences

Not applicable

3/31/2024 to 3/31/2025

Multi-Sector Pension Plan

11 unchanged sentences

The “FIP/RP Status” column indicates plans for which a Funding Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) has been implemented.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

A multiemployer defined benefit pension plan that has been certified as endangered, seriously endangered or critical may begin to levy a statutory surcharge on contribution rates.

9 unchanged sentences

Plans with “yellow” status are less than 80% funded.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Plans with “critical” status are less than 65% funded.

12 unchanged sentences

The measurement funds are used only to determine the amount of return the Company pays to participants and participant funds are not actually invested in the measurement fund, nor are any Company common shares acquired under the Deferred Compensation Plan.

The Company’s matching contributions to the Deferred Compensation plan were suspended from June 1, 2020 to December 31, 2020.

The Company reinstated its matching contributions effective January 1, 2021.

For the years ended December 31, 2022 and 2021, and during the period from January 1, 2020 through May 31, 2020, the Company also made matching contributions to the Deferred Compensation Plan of 100 % of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equaled 5 % of the employee’s eligible compensation, less the amount of any match the Company made on behalf of the employee under the Waste Connections 401(k) Plan, and subject to certain deferral limitations imposed by the U.S.

For the years ended December 31, 2023, 2022 and 2021, the Company also made matching contributions to the Deferred Compensation Plan of 100 % of every dollar of a participating employee’s pre-tax eligible contributions until the employee’s contributions equaled 5 % of the employee’s eligible compensation, less the amount of any match the Company made on behalf of the employee under the Waste Connections 401(k) Plan, and subject to certain deferral limitations imposed by the U.S.

Internal Revenue Code on 401(k) plans.

2 unchanged sentences

On February 13, 2024 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.285 per Company common share.

The dividend will be paid on March 15, 2023 , to shareholders of record on the close of business on March 1, 2023 .

The dividend will be paid on March 13, 2024 , to shareholders of record on the close of business on February 28, 2024 .

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data