What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-25 compared with 2024-04-25 · 427 added, 207 removed, 742 unchanged (46% of the section changed)

6 unchanged sentences

Cash and equivalents

Accounts receivable, net of allowance for credit losses of $ 22,858 and $ 23,553 at March 31, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 24,017 and $ 23,553 at June 30, 2024 and December 31, 2023, respectively

Prepaid expenses and other current assets

24 unchanged sentences

Common shares:

258,019,417 shares issued and 257,961,725 shares outstanding at March 31, 2024;

258,023,240 shares issued and 257,965,548 shares outstanding at June 30, 2024;

257,659,921 shares issued and 257,600,479 shares outstanding at December 31, 2023

2 unchanged sentences

Treasury shares:

57,692 and 59,442 shares at March 31, 2024 and December 31, 2023, respectively

57,692 and 59,442 shares at June 30, 2024 and December 31, 2023, respectively

Retained earnings

7 unchanged sentences

dollars, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

9 unchanged sentences

Income tax provision

Net loss (income) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests

Net income attributable to Waste Connections

6 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income (loss), before tax:

6 unchanged sentences

Comprehensive income

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive loss attributable to noncontrolling interests

Comprehensive income attributable to Waste Connections

25 unchanged sentences

Balances at March 31, 2024

Vesting of restricted share units

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

Equity-based compensation

Exercise of warrants

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Purchase of noncontrolling interests

Net income (loss)

Balances at June 30, 2024

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

23 unchanged sentences

Balances at March 31, 2023

Vesting of restricted share units

Vesting of performance-based restricted share units

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

Equity-based compensation

Exercise of warrants

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Net income (loss)

Balances at June 30, 2023

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

2 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net income to net cash provided by operating activities:

Loss on disposal of assets and impairments

Loss (gain) from disposal of assets, impairments and other

Amortization of intangibles

12 unchanged sentences

Proceeds from disposal of assets

Proceeds from sale of investment in noncontrolling interests

Net cash used in investing activities

22 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

BASIS OF PRESENTATION AND SUMMARY

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

and its subsidiaries (the “Company”) for the three month periods ended March 31, 2024 and 2023.

and its subsidiaries (the “Company”) for the three and six month periods ended June 30, 2024 and 2023.

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

32 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

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.

6 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Industrial and construction roll off

4 unchanged sentences

In the event that the Company bills for services in advance of performance, it recognizes deferred revenue for the amount billed and subsequently recognizes revenue at the time the service is provided.

Substantially all of the deferred revenue recorded as of December 31, 2023 was recognized as revenue during the three months ended March 31, 2024 when the service was performed.

Substantially all of the deferred revenue recorded as of March 31, 2024 was recognized as revenue during the three months ended June 30, 2024 when the service was performed.

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

2 unchanged sentences

The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company would have recognized is one year or less.

The Company had $ 26,102 and $ 25,977 of deferred sales incentives at March 31, 2024 and December 31, 2023, respectively.

The Company had $ 26,227 and $ 25,977 of deferred sales incentives at June 30, 2024 and December 31, 2023, respectively.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

ACCOUNTS RECEIVABLE

7 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Beginning balance

5 unchanged sentences

LANDFILL ACCOUNTING

At March 31, 2024, the Company’s landfills consisted of 100 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,297,752 at March 31, 2024.

At June 30, 2024, the Company’s landfills consisted of 101 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,284,890 at June 30, 2024.

For the Company’s landfills operated under limited-term operating agreements and life-of-site operating agreements, the owner of the property (generally a municipality) usually owns the permit and the Company operates the landfill for a contracted term.

10 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Based on remaining permitted capacity as of March 31, 2024, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 32 years .

As of March 31, 2024, the Company is seeking to expand permitted capacity at nine of its owned landfills and two landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Based on remaining permitted capacity as of June 30, 2024, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 32 years .

As of June 30, 2024, the Company is seeking to expand permitted capacity at six of its owned landfills and two landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable.

Although the Company cannot be certain that all future expansions will be permitted as designed, the average remaining life, when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume, of the Company’s owned landfills and landfills operated under life-of-site operating agreements is approximately 35 years .

The estimated remaining lives of the Company’s owned landfills and landfills operated under life-of-site operating agreements range from two to 382 years , with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .

During the three months ended March 31, 2024 and 2023, the Company expensed $ 62,525 and $ 59,055 , respectively, or an average of $ 5.29 and $ 5.06 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

During the six months ended June 30, 2024 and 2023, the Company expensed $ 134,304 and $ 125,130 , respectively, or an average of $ 5.25 and $ 5.10 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

The Company reserves for estimated final capping, closure and post-closure maintenance obligations at the landfills it owns and landfills it operates under life-of-site operating agreements.

7 unchanged sentences

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

During the three months ended March 31, 2024 and 2023, the Company expensed $ 9,356 and $ 4,474 , respectively, or an average of $ 0.78 and $ 0.38 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.

During the six months ended June 30, 2024 and 2023, the Company expensed $ 15,386 and $ 8,992 , respectively, or an average of $ 0.58 and $ 0.37 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.

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

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2023 to March 31, 2024:

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2023 to June 30, 2024:

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

4 unchanged sentences

Foreign currency translation adjustment

Final capping, closure and post-closure liability at March 31, 2024

Final capping, closure and post-closure liability at June 30, 2024

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Liability adjustments of $ 8,726 for the three months ended March 31, 2024, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Liability adjustments of $ 262 for the six months ended June 30, 2024, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

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

1 unchanged sentence

At March 31, 2024 and December 31, 2023, $ 7,655 and $ 12,381 , respectively, of the Company’s restricted cash balance and $ 63,697 and $ 59,551 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired nine individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and one E&P waste treatment and disposal business during the three months ended March 31, 2024.

The total transaction-related expenses incurred during the three months ended March 31, 2024 for these acquisitions were $ 9,847 .

At June 30, 2024 and December 31, 2023, $ 10,244 and $ 12,381 , respectively, of the Company’s restricted cash balance and $ 64,299 and $ 59,551 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired 14 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and two individually immaterial E&P waste treatment and disposal business during the six months ended June 30, 2024.

The total transaction-related expenses incurred during the six months ended June 30, 2024 for these acquisitions were $ 17,103 .

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

The Company acquired four individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the three months ended March 31, 2023.

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

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

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

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

5 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the three months ended March 31, 2024 and 2023:

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Fair value of consideration transferred:

16 unchanged sentences

Total identifiable net assets

Goodwill acquired during the three months ended March 31, 2024 and 2023, totaling $ 234,743 and $ 36,853 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to nine individually immaterial acquisitions completed during the twelve months ended March 31, 2024, 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 nine acquisitions are not expected to be material to the Company’s financial position.

The adjustments recorded during the three months ended March 31, 2024 relating to finalizing the acquired working capital for the individually immaterial acquisitions completed during the twelve months ended March 31, 2024 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2024, was $ 52,335 , of which $ 483 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2023, was $ 4,164 , of which $ 282 was expected to be uncollectible.

Goodwill acquired during the six months ended June 30, 2024 and 2023, totaling $ 360,061 and $ 51,338 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to 12 individually immaterial acquisitions completed during the twelve months ended June 30, 2024, 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 12 acquisitions are not expected to be material to the Company’s financial position.

The adjustments recorded during the six months ended June 30, 2024 relating to finalizing the acquired working capital for the individually immaterial acquisitions completed during the twelve months ended December 31, 2023 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2024, was $ 64,911 , of which $ 899 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2023, was $ 9,189 , of which $ 142 was expected to be uncollectible.

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

2 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

INTANGIBLE ASSETS, NET

Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2024:

Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2024:

Finite-lived intangible assets:

7 unchanged sentences

( 1,164,382 )

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the three months ended March 31, 2024 was 12.1 years.

The weighted-average amortization period of customer lists acquired during the three months ended March 31, 2024 was 10.1 years.

The weighted-average amortization period of finite-lived permits and other acquired during the three months ended March 31, 2024 was 40.0 years.

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the six months ended June 30, 2024 was 14.0 years.

The weighted-average amortization period of customer lists acquired during the six months ended June 30, 2024 was 10.7 years.

The weighted-average amortization period of finite-lived permits and other acquired during the six months ended June 30, 2024 was 40.0 years.

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

8 unchanged sentences

( 1,088,483 )

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of March 31, 2024 is as follows:

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of June 30, 2024 is as follows:

For the year ending December 31, 2024

6 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company did not recognize an impairment charge for any of its ROU assets during the six months ended June 30, 2024 and 2023.

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

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

The Company did not recognize any significant remeasurements during the six months ended June 30, 2024 and 2023.

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

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Lease cost for operating and finance leases for the three and six months ended June 30, 2024 and 2023 were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease cost

Finance lease cost:

Amortization of leased assets

Interest on leased liabilities

Total lease cost

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

Six Months Ended June 30,

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

Operating cash flows from operating leases

Operating cash flows from finance leases

Financing cash flows from finance leases

Non-cash activity:

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

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

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

Six Months Ended June 30,

Weighted average remaining lease term - operating leases

Weighted average remaining lease term - finance leases

Weighted average discount rate - operating leases

Weighted average discount rate - finance leases

As of June 30, 2024, future minimum lease payments, reconciled to the respective lease liabilities, are as follows:

Operating Leases

Finance Leases

Last 6 months of 2024

Minimum lease payments

imputed interest

Present value of minimum lease payments

current portion of lease liabilities

Long-term portion of lease liabilities

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

LONG-TERM DEBT

The following table presents the Company’s long-term debt at March 31, 2024 and December 31, 2023:

The following table presents the Company’s long-term debt at June 30, 2024 and December 31, 2023:

Revolving Credit Agreement, bearing interest ranging from 6.18 % to 6.95 % (a)

11 unchanged sentences

3.05 % Senior Notes due 2050

2.95 % Senior Notes due 2052

Notes payable to sellers and other third parties, bearing interest ranging from 2.42 % to 10.35 %, principal and interest payments due periodically with due dates ranging from 2024 to 2036 (a)

4 unchanged sentences

____________________

(a) Interest rates represent the interest rates at March 31, 2024.

(a) Interest rates represent the interest rates at June 30, 2024.

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

2 unchanged sentences

agent and a letter of credit issuer, and the lenders and any other financial institutions from time to time party thereto and (ii) terminate the 2021 Revolving and Term Credit Agreement and the loan documents associated therewith.

2022 Term Loan Agreement

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

(as amended, restated, supplemented or otherwise modified from time to time, the “2022 Term Loan Agreement”), among the Company, as borrower, Bank of America, N.A., as administrative agent, and the lenders and any other financial institutions from time to time party thereto and (ii) terminate the 2022 Term Loan Agreement and the loan documents associated therewith.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

2022 Term Loan Agreement

On February 27, 2024, the Company used a portion of the proceeds from borrowings under the Revolving Credit Agreement to (i) prepay the amounts outstanding under that certain Term Loan Agreement, dated as of October 31, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “2022 Term Loan Agreement”), among the Company, as borrower, Bank of America, N.A., as administrative agent, and the lenders and any other financial institutions from time to time party thereto and (ii) terminate the 2022 Term Loan Agreement and the loan documents associated therewith.

Revolving Credit Agreement

1 unchanged sentence

agent and a letter of credit issuer, and the other lenders from time to time party thereto (the “Lenders”) entered into that certain Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), pursuant to which the Lenders made loans and other credit extensions to the Company under a revolving credit facility.

Details of the Revolving Credit Agreement at March 31, 2024 and details of the 2021 Revolving and Term Credit Agreement at December 31, 2023 are as follows:

Details of the Revolving Credit Agreement at June 30, 2024 and details of the 2021 Revolving and Term Credit Agreement at December 31, 2023 are as follows:

Letters of credit outstanding

27 unchanged sentences

Term SOFR rate loan

In addition to the $ 38,820 of letters of credit at March 31, 2024 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 102,960 under facilities other than the Revolving Credit Agreement.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

In addition to the $ 38,945 of letters of credit at June 30, 2024 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 112,719 under facilities other than the Revolving Credit Agreement.

Pursuant to the terms and conditions of the Revolving Credit Agreement, the Lenders committed to provide the revolving credit facility as set forth above.

16 unchanged sentences

The Revolving 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 Revolving Credit Agreement) as of such date to (b) Consolidated EBITDA (as defined in the Revolving 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 March 31, 2024, the Company was in compliance with all applicable covenants in the Revolving Credit Agreement .

On February 21, 2024, the Company completed an underwritten public offering (the “Offering”) of $ 750,000 aggregate principal amount of its 5.00 % Senior Notes due 2034 (the “2034 Senior Notes”).

The Company issued the 2034 Senior Notes under the Indenture, dated as of November 16, 2018 (the “Base Indenture”), by and between the Company and U.S.

Bank Trust Company, National Association, as successor in interest to U.S.

Bank National Association, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, dated as of February 21, 2024 (the “Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”).

As of June 30, 2024, the Company was in compliance with all applicable covenants in the Revolving Credit Agreement .

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

On February 21, 2024, the Company completed an underwritten public offering of $ 750,000 aggregate principal amount of its 5.00 % Senior Notes due 2034 (the “2034 Senior Notes”).

The 2034 Senior Notes were issued under an Indenture, dated as of November 16, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and U.S.

Bank Trust Company, National Association, as successor in interest to U.S.

Bank National Association, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, dated as of February 21, 2024.

The Company will pay interest on the 2034 Senior Notes on March 1 and September 1 of each year, beginning September 1, 2024, and the 2034 Senior Notes will mature on March 1, 2034 .

1 unchanged sentence

The 2034 Senior Notes will not be guaranteed by any of the Company’s subsidiaries.

The Company may, prior to December 1, 2033 (three months before the maturity date) (the “Par Call Date”), redeem some or all of the 2034 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the principal amount of the 2034 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2034 Senior Notes redeemed discounted to the redemption date (assuming the 2034 Senior Notes matured on the Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

The Company may, prior to December 1, 2033 (three months before the maturity date) (the “2034 Senior Notes Par Call Date”), redeem some or all of the 2034 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the principal amount of the 2034 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2034 Senior Notes redeemed discounted to the redemption date (assuming the 2034 Senior Notes matured on the 2034 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

Commencing on December 1, 2033 (three months before the maturity date), the Company may redeem some or all of the 2034 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2034 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the 2034 Senior Notes to ensure that the net amounts received by each holder of the 2034 Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the 2034 Senior Notes.

If such payment of Additional Amounts are a result of a change in the laws or regulations, including a change in any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the 2034 Senior Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the 2034 Senior Notes then outstanding at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

If the Company experiences certain kinds of changes of control, each holder of the 2034 Senior Notes may require the Company to purchase all or a portion of the 2034 Senior Notes for cash at a price equal to 101 % of the aggregate principal amount of such 2034 Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.

The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets.

The Indenture also includes customary events of default with respect to the 2034 Senior Notes.

Upon an Event of Default, the principal of and accrued and unpaid interest on all the 2034 Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25 % in principal amount of the outstanding 2034 Senior Notes.

Upon such a declaration, such principal and accrued interest on all of the 2034 Senior Notes will be due and payable immediately.

In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2034 Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the 2034 Senior Notes.

Under certain circumstances, the holders of a majority in principal amount of the outstanding 2034 Senior Notes may rescind any such acceleration with respect to the 2034 Senior Notes and its consequences.

On June 13, 2024, the Company completed an underwritten public offering of CAD $ 500,000,000 aggregate principal amount of its 4.50 % Senior Notes due 2029 (the “New 2029 Senior Notes” and, together with the 2034 Senior Notes, the “Senior Notes”).

The New 2029 Senior Notes were issued under the Indenture, as supplemented by the Ninth Supplemental Indenture, dated as of June 13, 2024.

The Company will pay interest on the New 2029 Senior Notes on June 14 and December 14 of each year, beginning December 14, 2024, and the Notes will mature on June 14, 2029 .

The New 2029 Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any of its future subordinated debt.

The Notes will not be guaranteed by any of the Company’s subsidiaries.

The Company may, prior to May 14, 2029 (one month before the maturity date) (the “New 2029 Senior Notes Par Call Date”), redeem some or all of the New 2029 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the aggregate principal amount of the New 2029 Senior Notes redeemed, and the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of the payments of interest accrued as of the date of redemption) on the New 2029 Senior Notes redeemed discounted to the redemption date (assuming the New 2029 Senior Notes matured on the New 2029 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

Commencing on May 14, 2029 (one month before the maturity date), the Company may redeem some or all of the New 2029 Senior Notes, at any time and from time to time, at a redemption price equal to the aggregate principal amount of the New 2029 Senior Notes being redeemed plus accrued and unpaid interest thereon, but excluding, to the redemption date.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the Senior Notes to ensure that the net amounts received by each holder of the Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the Senior Notes.

If such payment of Additional Amounts is a result of a change in the laws or regulations, including a change in any official position, the introduction of an official position or a holding by a court of competent jurisdiction, of any jurisdiction from or through which payment is made by or on behalf of the Senior Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the applicable series of the Senior Notes then outstanding at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

If the Company experiences certain kinds of changes of control, each holder of the Senior Notes may require the Company to purchase all or a portion of the Senior Notes for cash at a price equal to 101 % of the aggregate principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The covenants in the Indenture include limitations on liens, sale-leaseback transactions and mergers and sales of all or substantially all of the Company’s assets.

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

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

Upon such a declaration, such principal and accrued interest on all of the applicable series of the Senior Notes will be due and payable immediately.

In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding series of the Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the applicable series of the Senior Notes.

Under certain circumstances, the holders of a majority in principal amount of the outstanding Senior Notes of any series may rescind any such acceleration with respect to the Senior Notes of that series and its consequences.

Computershare Trust Company of Canada (the “Agent”) will initially act as paying agent, transfer agent, authenticating agent and registrar for the New 2029 Senior Notes.

The obligations of the Company, Trustee and Agent with respect to the New 2029 Senior Notes are governed under an Agency Agreement, dated as of June 13, 2024, between the Company, the Trustee and the Agent (the “Agency Agreement”).

The Company may change the paying agent, transfer agent, authenticating agent and registrar in accordance with the terms of the Indenture and the Agency Agreement.

SEGMENT REPORTING

1 unchanged sentence

No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented.

For the three months ended March 31, 2024, the Company managed its operations through the following six geographic solid waste operating segments:

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

For the six months ended June 30, 2024, the Company managed its operations through the following six geographic solid waste operating segments:

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

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

1 unchanged sentence

Certain corporate or regional overhead expense allocations may affect comparability of the segment information presented herein on a period-over-period basis.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

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

3 unchanged sentences

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

Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2024 and 2023, is shown in the following tables:

Summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2024 and 2023, is shown in the following tables:

Three Months Ended

March 31, 2024

June 30, 2024

Corporate (a)

Three Months Ended

June 30, 2023

Corporate (a)

Six Months Ended

June 30, 2024

Corporate (a), (d)

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Three Months Ended

March 31, 2023

Corporate (a)

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Six Months Ended

June 30, 2023

Corporate (a), (d)

____________________

4 unchanged sentences

(c) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K.

Total assets for each of the Company’s reportable segments at March 31, 2024 and December 31, 2023, were as follows:

The following tables show changes in goodwill during the three months ended March 31, 2024 and 2023, by reportable segment:

Total assets for each of the Company’s reportable segments at June 30, 2024 and December 31, 2023, were as follows:

The following tables show changes in goodwill during the six months ended June 30, 2024 and 2023, by reportable segment:

Balance as of December 31, 2023

Goodwill acquired

Goodwill acquisition adjustments

Impact of changes in foreign currency

Balance as of March 31, 2024

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Balance as of June 30, 2024

Balance as of December 31, 2022

2 unchanged sentences

Impact of changes in foreign currency

Balance as of March 31, 2023

Balance as of June 30, 2023

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

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

Three Months Ended

Six Months Ended

Western segment EBITDA

Southern segment EBITDA

Central segment EBITDA

Eastern segment EBITDA

Central segment EBITDA

Canada segment EBITDA

15 unchanged sentences

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

The interest rate swaps outstanding at March 31, 2024 were specifically designated to the Revolving Credit Agreement and accounted for as cash flow hedges.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

At March 31, 2024, the Company’s derivative instruments included four interest rate swap agreements as follows:

The interest rate swaps outstanding at June 30, 2024 were specifically designated to the Revolving Credit Agreement and accounted for as cash flow hedges.

At June 30, 2024, the Company’s derivative instruments included four interest rate swap agreements as follows:

Interest Rate

14 unchanged sentences

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

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

The fair values of derivative instruments designated as cash flow hedges at March 31, 2024, were as follows:

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

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

The fair values of derivative instruments designated as cash flow hedges at June 30, 2024, were as follows:

Derivatives Designated as Cash

9 unchanged sentences

____________________

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at March 31, 2024 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at June 30, 2024 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

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

10 unchanged sentences

Total derivatives designated as cash flow hedges

The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three months ended March 31, 2024 and 2023:

The following tables summarize the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and six months ended June 30, 2024 and 2023:

Amount of (Gain) or Loss Reclassified

9 unchanged sentences

Interest expense

Amount of (Gain) or Loss Reclassified

Designated as Cash

Amount of Gain or (Loss) Recognized

from AOCIL into Earnings,

as AOCIL on Derivatives, Net of Tax (a)

Classification

Net of Tax (b)

Six Months Ended

Interest rate swaps

Interest expense

____________________

2 unchanged sentences

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

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

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps.

As of March 31, 2024 and December 31, 2023, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of March 31, 2024 and December 31, 2023, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy.

The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of March 31, 2024 and December 31, 2023, are as follows:

As of June 30, 2024 and December 31, 2023, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of June 30, 2024 and December 31, 2023, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy.

The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of June 30, 2024 and December 31, 2023, are as follows:

Carrying Value at

9 unchanged sentences

3.05 % Senior Notes due 2050

2.95 % Senior Notes due 2052

____________________

2 unchanged sentences

For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, refer to Note 15.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

NET INCOME PER SHARE INFORMATION

The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the three months ended March 31, 2024 and 2023:

Three Months Ended

Six Months Ended

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

2 unchanged sentences

Diluted shares outstanding

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

FAIR VALUE MEASUREMENTS

5 unchanged sentences

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

At March 31, 2024 and December 31, 2023, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

At June 30, 2024 and December 31, 2023, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

The Company’s interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts.

7 unchanged sentences

government and agency securities and Canadian bankers’ acceptance notes.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, were as follows:

Fair Value Measurement at March 31, 2024 Using

The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, were as follows:

Fair Value Measurement at June 30, 2024 Using

Quoted Prices in

13 unchanged sentences

Contingent consideration

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,

Beginning balance

6 unchanged sentences

Other comprehensive income (loss) includes changes in the fair value of interest rate swaps that qualify for hedge accounting.

The components of other comprehensive income (loss) and related tax effects for the three months ended March 31, 2024 and 2023 are as follows:

Three Months Ended March 31, 2024

The components of other comprehensive income (loss) and related tax effects for the three and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30, 2024

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

A rollforward of the amounts included in AOCIL, net of taxes, for the three months ended March 31, 2024 and 2023, is as follows:

Six Months Ended June 30, 2024

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

Six Months Ended June 30, 2023

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

A rollforward of the amounts included in AOCIL, net of taxes, for the six months ended June 30, 2024 and 2023, is as follows:

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2024

Balance at June 30, 2024

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2023

Balance at June 30, 2023

See Note 12 for further discussion on the Company’s derivative instruments.

2 unchanged sentences

Restricted Share Units

A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2024, is presented below:

A summary of activity related to restricted share units (“RSUs”) during the six-month period ended June 30, 2024, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2024

Outstanding at June 30, 2024

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the six-month period ended June 30, 2024 was $ 164.63 .

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

At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs.

At June 30, 2024 and 2023, the Company had 29,980 and 62,201 vested deferred RSUs outstanding, respectively.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the three-month period ended March 31, 2024 was $ 164.63 .

At March 31, 2024 and 2023, the Company had 29,980 and 62,201 vested deferred RSUs outstanding, respectively.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Performance-Based Restricted Share Units

A summary of activity related to performance-based restricted share units (“PSUs”) during the three-month period ended March 31, 2024, is presented below:

A summary of activity related to performance-based restricted share units (“PSUs”) during the six-month period ended June 30, 2024, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2024

During the three months ended March 31, 2024, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2026 .

Outstanding at June 30, 2024

During the six months ended June 30, 2024, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2026 .

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

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the three-month period ended March 31, 2024 was $ 138.29 .

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the six-month period ended June 30, 2024 was $ 138.29 .

Deferred Share Units

A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2024, is presented below:

A summary of activity related to deferred share units (“DSUs”) during the six-month period ended June 30, 2024, is presented below:

Vested Shares

Outstanding at December 31, 2023

Outstanding at March 31, 2024

Outstanding at June 30, 2024

The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition.

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the three-month period ended March 31, 2024 was $ 167.56 .

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the six-month period ended June 30, 2024 was $ 167.56 .

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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

vesting or other distribution events.

A summary of activity related to Progressive Waste RSUs during the three-month period ended March 31, 2024, is presented below:

A summary of activity related to Progressive Waste RSUs during the six-month period ended June 30, 2024, is presented below:

Outstanding at December 31, 2023

Outstanding at March 31, 2024

Outstanding at June 30, 2024

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

Employee Share Purchase Plan

3 unchanged sentences

The maximum number of shares that may be issued under the ESPP is 1,000,000 .

Under the ESPP, employees purchased 15,407 of the Company’s common shares for $ 2,183 during the three months ended March 31, 2024.

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

Under the ESPP, employees purchased 15,407 of the Company’s common shares for $ 2,183 during the six months ended June 30, 2024.

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

Normal Course Issuer Bid

8 unchanged sentences

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

For each of the six months ended June 30, 2024 and 2023, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

As of June 30, 2024, the maximum number of shares available for repurchase under the current NCIB was 12,881,534 .

Cash Dividend

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 $ 147,271 and $ 131,140 were paid during the six months ended June 30, 2024 and 2023, respectively.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

For each of the three months ended March 31, 2024 and 2023, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

As of March 31, 2024, the maximum number of shares available for repurchase under the current NCIB was 12,881,534 .

Cash Dividend

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 $ 73,573 and $ 65,788 were paid during the three months ended March 31, 2024 and 2023, respectively.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

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

Except as noted in the matters described below, as of March 31, 2024, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Except as noted in the matters described below, as of June 30, 2024, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Jefferson Parish, Louisiana Landfill Litigation

4 unchanged sentences

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

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

The Court later consolidated the claims of the putative class action plaintiffs (the “ Ictech-Bendeck ” action).

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

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

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

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

Louisiana Regional Landfill Company, et al .

The complaint is substantially identical to the consolidated Addison action (which together with

The Arceneaux complaint was substantially identical to the consolidated Addison action, asserting the same causes of action against the same defendants, but was filed by a new law firm.

The Company and Aptim moved to dismiss the Arceneaux complaint on May 2, and plaintiffs voluntarily dismissed the complaint, which the Court so-ordered on May 10, 2024.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Areceneaux now totals 593 plaintiffs), asserting the same causes of action against the same defendants, but was filed by a new law firm.

The Company and Aptim were served on March 21, 2024.

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

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

The putative Ictech-Bendeck class actions and the Addison mass action 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 is described currently as Jefferson Parish residents suffering an injury as a result of exposure to odors from the Landfill between July 1, 2017 and December 31, 2019, in five proposed geographic sub-classes encompassing residents within a delineated area of Jefferson Parish that extends roughly five miles from the Landfill to the north and east.

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 amended motion for class certification.

On May 15, 2024, the Ictech-Bendeck plaintiffs filed an amended motion for class certification, which the defendants opposed.

The putative class plaintiffs seek unspecified damages.

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

The Addison 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.

5 unchanged sentences

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

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 Areceneaux actions, including specific causation issues due to other odor sources in the area.

After the general causation decision, extensive discovery occurred in 2023 and 2024, and a 14-day merits trial on the first 13 Addison plaintiffs will start on August 12, 2024.

Briefing on the class action plaintiffs’ motion for class certification was completed on June 26, 2024, and the Court indicated that no decision on class certification will occur before the Addison trial.

The Company has already obtained dismissal of approximately one third of the original 812 Addison plaintiffs, and believes it has defenses to the merits of the claims by the remaining 541 Addison plaintiffs, 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.

1 unchanged sentence

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Los Angeles County, California Landfill Expansion Litigation

3 unchanged sentences

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

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.

4 unchanged sentences

On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captioned Chiquita Canyon, LLC v.

County of Los Angeles, No.

BS171262 (Los Angeles Co.

Super Ct.) (the “Complaint”).

County of Los Angeles (the “Complaint”).

The Complaint challenges the terms of the CUP in 13 counts generally alleging that the County violated multiple California and federal statutes and California and federal constitutional protections.

11 unchanged sentences

The alleged B&T fee was ostensibly to fund the construction of transportation infrastructure in the area of the Landfill.

At the time the NOV was issued, CCL had

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

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

6 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 the settlement agreement, described above under paragraph A.

On October 11, 2022, CCL and the County

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

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.

1 unchanged sentence

Elevated Temperature Landfill Event

In 2023, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), began receiving notices of violation from regulatory agencies for odors and other impacts that CCL’s retained expert consultants in Elevated Temperature Landfill (“ETLF”) events have attributed to an ETLF event that is occurring in a lined, non-active area of the Chiquita Canyon Landfill (the “CC Landfill”).

Beginning in May 2023, 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 CC Landfill, which SCAQMD inspectors stated that they verified.

Each Rule 402 NOV alleges the CC Landfill is “discharging such quantities of air contaminants to cause injury, detriment, nuisance or annoyance to a considerable number of persons.”

Beginning in May 2023, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), began receiving 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, which SCAQMD inspectors stated that they verified were from the Chiquita Canyon Landfill (the “CC Landfill”).

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

Since May 2023, CCL has received approximately 218 NOVs for alleged violations of SCAQMD Rule 402.

4 unchanged sentences

SCAQMD and CCL negotiated a Stipulated Order for Abatement (the “Stipulated Order”), which was issued by the Hearing Board on September 6, 2023.

Modifications to the Stipulated Order were approved by the Hearing Board after hearings on January 16 and 17, 2024, and March 21, 2024.

Modifications to the Stipulated Order were approved by the Hearing Board after hearings on January 16 and 17, 2024, March 21, 2024, and April 24, 2024.

The modified Stipulated Order contains 77 conditions.

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

A status and modification hearing is scheduled for August 17 and 20, 2024.

On November 22, 2023, CCL received an NOV from the Los Angeles Regional Water Quality Control Board (“Water Board”) for alleged violations of CCL’s Waste Discharge Requirements Order No.

R4-2018-0172, including the Monitoring and Reporting Program.

The allegations relate to increased leachate production and leachate seeps caused by the ETLF event.

CCL has received three more NOVs from the Water Board regarding alleged discharges, reporting, and other compliance violations.

CCL has submitted full responses to each of the November 22, 2023, and January 24, March 28, and April 9, 2024 NOVs from the Water Board.

On June 27, 2024, CCL received a fifth NOV from the Water Board for alleged non-compliance with a March 20, 2024 Investigative Order issued by the Water Board pursuant to California Water Code §§ 13267 and 13383.

CCL will provide a full response to the alleged violations.

On February 15, 2024, CCL received a Summary of Violations (“SOV”) from the Department of Toxic Substances Control (“DTSC”).

2 unchanged sentences

four alleged violations of various laws and regulations related to one December 27, 2023 offsite shipment of leachate, a grab sample of which tested above a regulatory threshold, that was shipped to a non-hazardous waste treatment and disposal facility;

and one alleged violation of 22 CCR § 66265.31

and one alleged violation of 22 CCR § 66265.31 for “fail[ing] to minimize the possibility of releases of hazardous waste or hazardous waste constituents to air, soil, or surface water which could threaten human health or the environment.”

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

for “fail[ing] to minimize the possibility of releases of hazardous waste or hazardous waste constituents to air, soil, or surface water which could threaten human health or the environment.”

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

On March 29, 2024, CCL received a second SOV from DTSC, again alleging violations of the California hazardous waste control laws and their implementing regulations.

2 unchanged sentences

and two alleged violations of section 25189.2(c) of the Health & Safety Code for allegedly “dispos[ing], or caus[ing] the disposal of, a hazardous or extremely hazardous waste at a point that is not authorized” in two separate incidents.

CCL has submitted full responses to each SOV.

CCL has submitted full responses to each SOV from DTSC.

On June 4, 2024, CCL received a Finding of Violation (“FOV”) from the U.S.

Environmental Protection Agency, alleging violations of the New Source Performance Standards (“NSPS”) and National Emission Standards for Hazardous Air Pollutants (“NESHAP”) for municipal solid waste landfills, the NSPS and NESHAP General Provisions, and certain conditions of CCL’s Title V permit.

CCL will provide a full response to the alleged violations.

At this time, CCL is not able to determine the likely penalties that the regulatory agencies will seek for these violations, but they could be substantial.

CCL also is incurring substantial costs in conjunction with efforts to address the ETLF event and any related impacts, including attendant air emissions, and to manage the increased production and changing composition of the liquids.

At this time, the Company is not able to determine the likelihood of any outcome of the resolution of the SCAQMD NOVs or the DTSC SOVs, including the amount of penalties.

SUBSEQUENT EVENT

On April 24, 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 May 23, 2024 , to shareholders of record on the close of business on May 8, 2024 .

At this time, the Company is not able to determine the likelihood of any outcome of the resolution of the SCAQMD NOVs, DTSC SOVs, Water Board NOVs, or the EPA FOV, including the amount of penalties.

Related Civil Litigation

Given the facts related to the ETLF event and the alleged violations described above, a number of civil lawsuits have been filed against CCL and other Company subsidiaries, including Chiquita Canyon, Inc., Waste Connections of California, Inc., Waste Connections Management Services Inc.

and Waste Connections US, Inc.

These began with Howse et al.

Chiquita Canyon, LLC, et al.

(Los Angeles Co.

Superior Court;

filed September 5, 2023, removed to U.S.D.C.

October 4, 2023).

That case included class action claims, but in May 2024, those claims were dropped and the case continues as a mass tort case in federal district court.

The Company is working to consolidate the additional civil lawsuits brought by over ten law firms in federal and state courts with the Howse case in federal court.

The total plaintiffs in these civil lawsuits number over 2,800 as of July 24, 2024, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

The claims in the ongoing cases allege, among other things, nuisance odors, chemical exposures and other torts, including private nuisance (continuing and permanent), public nuisance (continuing and permanent), negligence, negligence per se, strict liability for ultrahazardous activities, and a violation of Health and Safety Code § 41700.

Plaintiffs seek damages for physical injury, fear of future physical injury, increased risk of future injury, including the need for medical monitoring, emotional distress, harm to real and personal property, medical expenses, relocation expenses, and punitive damages.

Plaintiffs seek all costs of suits and attorneys’ fees.

Some of the cases allege that officers and directors and/or agents of the Company’s subsidiaries had advance knowledge that failure to properly maintain and operate the CC Landfill would result in the sorts of harms that the plaintiffs allegedly suffered.

Some of the cases seek injunctive relief to prevent further harm to the plaintiffs or to close the CC Landfill.

The additional cases include:

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court;

filed February 2, 2024, removed to U.S.D.C.

March 25, 2024)‎;

Siryani et al.

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court;

filed March 27, 2024, removed to U.S.D.C.

on April 29, 2024)‎;

Adams Evans et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed April 15, 2014, removed to U.S.D.C.

on July 5, 2024)‎;

Aleksanyan et al.

Chiquita Canyon, LLC et al.

filed May 20, 2024);

Jolene Acosta et al., v.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed May 29, 2024, removed to U.S.D.C.

on July 12, 2024);

Quaiden Fenstermaker et.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed May 29, 2024, removed to U.S.D.C.

on July 13, 2024)‎;

Briana Mejia et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS OR AS OTHERWISE NOTED)

filed May 29, 2024, removed to U.S.D.C.

on July 15, 2024);

Araiza et al.

Chiquita Canyon, LLC et al.

filed June 3, 2024);

Melineh Gasparians et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed June 10, 2024);

Claudia Rivera et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed June 14, 2024, removed to U.S.D.C.

on July 22, 2024)‎;

Alejandra Suarez et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed June 20, 2024) ;

‎ Geon Hwang, et al.

Chiquita Canyon, LLC et al.

filed July 8, 2024);

Anabel Austin, et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed July 9, 2024);

Isabell ‎Dolores Palomino et al.

Chiquita Canyon, LLC et al.

filed July 12, 2024);

and Stephanie Audish et al.

Chiquita Canyon, LLC (Los Angeles Superior Court;

filed July 16, 2024).

One law firm has also filed over 330 individual cases in Los Angeles Superior Court, which the Company is relating and consolidating to that firm’s first filed case, Serieddine et al.

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court;

filed January 8, 2024), so the cases can be collectively removed to federal court.

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

however, at this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims.

SUBSEQUENT EVENTS

On July 23, 2024, the Company’s Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of its NCIB.

The renewal is expected to commence following the conclusion of the Company’s current NCIB expiring August 9, 2024.

Upon approval, the Company anticipates that it will be authorized to make purchases during the period of August 12, 2024 to August 11, 2025 or until such earlier time as the NCIB is completed or terminated at the Company’s option.

On July 24, 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 August 22, 2024 , to shareholders of record on the close of business on August 7, 2024 .

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

What changed 10-Q

Item 1. Financial Statements