What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-10-24 compared with 2024-07-25 · 303 added, 237 removed, 932 unchanged (37% of the section changed)

4 unchanged sentences

dollars, except share and per share amounts)

September 30,

Current assets:

Cash and equivalents

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

Accounts receivable, net of allowance for credit losses of $ 23,660 and $ 23,553 at September 30, 2024 and December 31, 2023, respectively

Prepaid expenses and other current assets

24 unchanged sentences

Common shares:

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

258,062,086 shares issued and 258,009,392 shares outstanding at September 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 June 30, 2024 and December 31, 2023, respectively

52,694 and 59,442 shares at September 30, 2024 and December 31, 2023, respectively

Retained earnings

7 unchanged sentences

dollars, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating expenses:

6 unchanged sentences

Interest income

Other income (expense), net

Other income, net

Income before income tax provision

Income tax provision

Net loss attributable to noncontrolling interests

Net loss (income) attributable to noncontrolling interests

Net income attributable to Waste Connections

6 unchanged sentences

(In thousands of U.S.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Other comprehensive income (loss), before tax:

6 unchanged sentences

Comprehensive income

Comprehensive loss attributable to noncontrolling interests

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive income attributable to Waste Connections

36 unchanged sentences

Balances at June 30, 2024

Sale of common shares held in trust

Vesting of restricted share units

Vesting of deferred share units

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

Equity-based compensation

Exercise of warrants

Issuance of shares under employee share purchase plan

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at September 30, 2024

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

34 unchanged sentences

Balances at June 30, 2023

Vesting of restricted share units

Restricted share units released from deferred compensation plan

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

Equity-based compensation

Exercise of warrants

Issuance of shares under employee share purchase plan

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at September 30, 2023

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

2 unchanged sentences

(In thousands of U.S.

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Loss from disposal of assets, impairments and other

Amortization of intangibles

4 unchanged sentences

Interest accretion

Payment of contingent consideration recorded in earnings

Adjustments to contingent consideration

9 unchanged sentences

( 2,645,810 )

( 1,185,613 )

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

( 2,759,676 )

( 1,383,415 )

Payment of contingent consideration recorded at acquisition date

19 unchanged sentences

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

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

and its subsidiaries (the “Company”) for the three and nine month periods ended September 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.

41 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 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 March 31, 2024 was recognized as revenue during the three months ended June 30, 2024 when the service was performed.

Substantially all of the deferred revenue recorded as of June 30, 2024 was recognized as revenue during the three months ended September 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 $ 26,227 and $ 25,977 of deferred sales incentives at June 30, 2024 and December 31, 2023, respectively.

The Company had $ 26,413 and $ 25,977 of deferred sales incentives at September 30, 2024 and December 31, 2023, respectively.

WASTE CONNECTIONS, INC.

11 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Beginning balance

5 unchanged sentences

LANDFILL ACCOUNTING

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.

At September 30, 2024, the Company’s landfills consisted of 102 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 $ 3,309,698 at September 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.

11 unchanged sentences

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.

Based on remaining permitted capacity as of September 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 September 30, 2024, the Company is seeking to expand permitted capacity at five 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 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.

During the nine months ended September 30, 2024 and 2023, the Company expensed $ 207,887 and $ 192,314 , respectively, or an average of $ 5.27 and $ 5.11 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 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.

During the nine months ended September 30, 2024 and 2023, the Company expensed $ 22,768 and $ 13,554 , respectively, or an average of $ 0.58 and $ 0.36 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 June 30, 2024:

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

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

WASTE CONNECTIONS, INC.

2 unchanged sentences

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.

Liability adjustments of $ 7,510 for the nine months ended September 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 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 .

At September 30, 2024 and December 31, 2023, $ 10,736 and $ 12,381 , respectively, of the Company’s restricted cash balance and $ 76,420 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 17 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and four individually immaterial E&P waste treatment and disposal business during the nine months ended September 30, 2024.

The total transaction-related expenses incurred during the nine months ended September 30, 2024 for these acquisitions were $ 25,169 .

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

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 .

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

The total transaction-related expenses incurred during the nine months ended September 30, 2023 for these acquisitions were $ 7,014 .

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

6 unchanged sentences

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

The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the six months ended June 30, 2024 and 2023:

Fair value of consideration transferred:

16 unchanged sentences

Total identifiable net assets

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.

Goodwill acquired during the nine months ended September 30, 2024 and 2023, totaling $ 552,762 and $ 317,190 , respectively, is expected to be deductible for tax purposes.

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

The adjustments recorded during the nine months ended September 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 nine months ended September 30, 2024, was $ 96,391 , of which $ 5,499 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2023, was $ 15,538 , of which $ 126 was expected to be uncollectible.

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

4 unchanged sentences

INTANGIBLE ASSETS, NET

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

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

Finite-lived intangible assets:

7 unchanged sentences

( 1,211,341 )

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.

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the nine months ended September 30, 2024 was 13.8 years.

The weighted-average amortization period of customer lists acquired during the nine months ended September 30, 2024 was 10.5 years.

The weighted-average amortization period of finite-lived permits and other acquired during the nine months ended September 30, 2024 was 37.6 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 June 30, 2024 is as follows:

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

For the year ending December 31, 2024

21 unchanged sentences

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 did not recognize an impairment charge for any of its ROU assets during the nine months ended September 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 did not recognize any significant remeasurements during the nine months ended September 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.

5 unchanged sentences

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,

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

Three Months Ended September 30,

Nine Months Ended September 30,

Operating lease cost

4 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

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

6 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Weighted average remaining lease term - operating leases

2 unchanged sentences

Weighted average discount rate - finance leases

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

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

Operating Leases

11 unchanged sentences

LONG-TERM DEBT

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

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

September 30,

Revolving Credit Agreement, bearing interest ranging from 5.54 % to 8.00 % (a)

18 unchanged sentences

____________________

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

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

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

11 unchanged sentences

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

September 30,

Letters of credit outstanding

31 unchanged sentences

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.

In addition to the $ 57,736 of letters of credit at September 30, 2024 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 114,357 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 June 30, 2024, the Company was in compliance with all applicable covenants in the Revolving Credit Agreement .

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

WASTE CONNECTIONS, INC.

37 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.

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

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

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

1 unchanged sentence

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

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

Certain corporate or regional

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

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

The Company’s Chief Operating Decision Maker 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 and six months ended June 30, 2024 and 2023, is shown in the following tables:

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

Three Months Ended

June 30, 2024

September 30, 2024

Corporate (a)

Three Months Ended

June 30, 2023

September 30, 2023

Corporate (a)

Six Months Ended

June 30, 2024

Corporate (a), (d)

Nine Months Ended

September 30, 2024

Corporate (a)

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

Six Months Ended

June 30, 2023

Corporate (a), (d)

Nine Months Ended

September 30, 2023

Corporate (a)

____________________

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 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

Impact of changes in foreign currency

Balance as of June 30, 2024

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

September 30,

The following tables show changes in goodwill during the nine months ended September 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 June 30, 2023

Balance as of September 30, 2024

WASTE CONNECTIONS, INC.

2 unchanged sentences

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

Balance as of December 31, 2022

Goodwill acquired

Goodwill acquisition adjustments

Impact of changes in foreign currency

Balance as of September 30, 2023

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

Nine Months Ended

September 30,

Western segment EBITDA

10 unchanged sentences

Interest income

Other income (expense), net

Other income, net

Income before income tax provision

6 unchanged sentences

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

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:

The interest rate swaps outstanding at September 30, 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 OR AS OTHERWISE NOTED)

At September 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

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:

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 September 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 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.

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at September 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 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:

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

Amount of (Gain) or Loss Reclassified

7 unchanged sentences

Three Months Ended

September 30,

Interest rate swaps

Interest expense

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)

Amount of (Gain) or Loss Reclassified

5 unchanged sentences

Net of Tax (b)

Six Months Ended

Nine Months Ended

September 30,

Interest rate swaps

5 unchanged sentences

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

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 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 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:

As of September 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 September 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 September 30, 2024 and December 31, 2023, are as follows:

Carrying Value at

Fair Value (a) at

September 30,

4.25 % Senior Notes due 2028

12 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 OR AS OTHERWISE NOTED)

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 and six months ended June 30, 2024 and 2023:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

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

At September 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.

2 unchanged sentences

The Company’s restricted cash is valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf.

The Company’s restricted cash measured at fair value is invested primarily in money market accounts, bank time deposits and U.S.

government and agency securities.

The Company’s restricted cash measured at fair value is invested primarily in money market accounts and bank time deposits.

The Company’s restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf.

The Company’s restricted investments measured at fair value are invested primarily in money market accounts, bank time deposits, U.S.

government and agency securities and Canadian bankers’ acceptance notes.

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

The Company’s restricted investments measured at fair value are invested primarily in U.S.

government, 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 OR AS OTHERWISE NOTED)

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

Fair Value Measurement at September 30, 2024 Using

Quoted Prices in

13 unchanged sentences

Contingent consideration

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

Nine Months Ended September 30,

Beginning balance

1 unchanged sentence

Payment of contingent consideration recorded at acquisition date

Payment of contingent consideration recorded in earnings

Adjustments to contingent consideration

3 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 and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30, 2024

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

Three Months Ended September 30, 2024

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Three Months Ended 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)

Three Months Ended September 30, 2023

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

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 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:

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

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at June 30, 2024

Balance at September 30, 2024

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at June 30, 2023

Balance at September 30, 2023

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

SHAREHOLDERS’ EQUITY

1 unchanged sentence

Restricted Share Units

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

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

Unvested Shares

1 unchanged sentence

Vested and issued

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 .

Outstanding at September 30, 2024

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the nine-month period ended September 30, 2024 was $ 164.91 .

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.

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)

At September 30, 2024 and 2023, the Company had 29,980 and 62,059 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Share Units

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

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

Unvested Shares

1 unchanged sentence

Vested and issued

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 .

Outstanding at September 30, 2024

During the nine months ended September 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 six-month period ended June 30, 2024 was $ 138.29 .

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

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)

Deferred Share Units

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

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

Vested Shares

Outstanding at December 31, 2023

Outstanding at June 30, 2024

Share settled

Outstanding at September 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 six-month period ended June 30, 2024 was $ 167.56 .

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the nine-month period ended September 30, 2024 was $ 168.71 .

Other Restricted Share Units

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

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

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

Outstanding at December 31, 2023

Outstanding at June 30, 2024

Outstanding at September 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 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.

Under the ESPP, employees purchased 29,256 of the Company’s common shares for $ 4,486 during the nine months ended September 30, 2024.

Under the ESPP, employees purchased 29,808 of the Company’s common shares for $ 3,908 during the nine months ended September 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)

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 .

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

As of September 30, 2024, the maximum number of shares available for repurchase under the current NCIB was 12,901,981 .

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.

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)

Cash dividends of $ 221,253 and $ 196,815 were paid during the nine months ended September 30, 2024 and 2023, respectively.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

federal, state and local agencies.

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

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

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

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

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

Except as noted in the matters described below, as of 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.

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

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)

Company’s business.

Except as noted in the matters described below, as of September 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

7 unchanged sentences

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, Arceneaux v.

Louisiana Regional Landfill Company, et al .

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.

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 putative Ictech-Bendeck class actions and the Addison mass action assert claims for damages from odors allegedly emanating from the JP Landfill.

On August 10, 2024, the Company’s subsidiaries and the Addison plaintiffs reached an agreement in principle to settle the Addison plaintiffs’ claims against the Company;

the Parish and Aptim Corporation also reached agreements in principle to settle the Addison action.

On August 12, 2024, the court entered an order dismissing the Addison action without prejudice pending consummation of the settlement agreements.

The Ictech-Bendeck plaintiffs 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 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.

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 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 Ictech-Bendeck plaintiffs seek unspecified damages.

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

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 JP Landfill were capable of causing certain damages alleged by the plaintiffs.

The court concluded that all putative class 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.

The court did, however, limit the time period for damages, to between July 2017 and December 2019, and the types of alleged injuries for which the plaintiffs are able to seek damages, to headaches, nausea, vomiting, loss of appetite, sleep disruption, dizziness, fatigue, anxiety and worry, a decrease in quality of life, and loss of enjoyment or use of property.

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, 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.

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, including the allocation of any potential liability among the Company, the Parish, and Aptim Corporation.

After the general causation decision, extensive discovery occurred in 2023 and 2024.

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

Plaintiffs currently describe the putative class 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.

Counsel for the putative class asks the court to certify a class on liability and allocation issues and that specific causation be left for individual determinations after a class trial.

Briefing on the class action plaintiffs’ motion for class certification was

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)

completed on June 26, 2024.

An evidentiary hearing on certain class certification issues is scheduled for December 9 and 10, 2024.

On August 8, 2024, Jefferson Parish and the Ictech-Bendeck plaintiffs notified the court and the other parties that they had reached an agreement in principle on settlement of the plaintiffs’ claims against the Parish.

The court held a settlement conference on August 9, memorializing the terms of the plaintiffs’ settlement with the Parish, including a settlement amount of $ 4,500 to be paid by the Parish to the Ictech-Bendeck plaintiffs.

The court must approve the proposed settlement after notice is sent to the proposed settlement class and a hearing on the fairness of the settlement terms.

The Company believes it has defenses to certification of the putative class actions and is continuing to vigorously defend itself;

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

Los Angeles County, California Landfill Expansion Litigation

2 unchanged sentences

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 CC Landfill is the second largest landfill in the County and plays a vital role in the County’s ability to safely and quickly gather, process, and dispose of thousands of tons of waste, six days a week.

A significant disruption in that function would be harmful to the County and the Company.

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.

8 unchanged sentences

(a) an injunction and writ of mandate against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief.

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)

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.

1 unchanged sentence

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.

CCL filed the CUP modification application on November 10, 2022, an addendum to CCL’s environmental impact report in accordance with the California Environmental Quality Act on January 12, 2024, and a revised addendum on September 30, 2024.

The next steps contemplated by the settlement agreement include:

completion of review by the County;

scheduling the CUP modification application for a hearing before the Los Angeles County Regional Planning Commission;

if appealed, a hearing before the County Board of Supervisors;

and, upon approval by the County Board of Supervisors of the CUP modification application and satisfaction of certain other contingencies, CCL would dismiss this lawsuit.

At a meeting between the County and the Company on September 23, 2024, the County first stated that it would not be possible to complete the environmental review and present the CUP modification to the Regional Planning Commission in 2024.

Absent approval of the modified CUP, beginning January 1, 2025, the CUP requires CCL to reduce its maximum annual solid waste tonnage capacity from approximately two million tons of solid waste per year to approximately one million tons of solid waste per year.

CCL and the County are required under the settlement agreement to cooperate to take additional lawful and reasonable measures to effectuate the basic terms and goals of the settlement agreement, which include modifying this tonnage reduction to a gradual step-down in tonnage, and those efforts are underway.

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

December 11, 2017 Notice of Violation Regarding Certain CUP Conditions.

The County, through its DRP, issued a Notice of Violation, dated December 11, 2017 (the “NOV”), alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) of the CUP by failing to pay an $ 11,600 Bridge & Thoroughfare Fee (“B&T Fee”) that was purportedly due on July 25, 2017.

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

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

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”).

7 unchanged sentences

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

On October 11, 2022, CCL and the County

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, as described above, the Company is not able to determine the likelihood of any outcome in this matter.

Elevated Temperature Landfill Event

Beginning in May 2023, the Company’s subsidiary, 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,

WASTE CONNECTIONS, INC.

2 unchanged sentences

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.

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

Elevated Temperature Landfill Event

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 275 NOVs for alleged violations of SCAQMD Rule 402.

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

The majority of these additional NOVs appear related to the increase in liquids and landfill gas caused by the ETLF event.

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

Many of these additional NOVs appear related to the increase in liquids and landfill gas caused by the ETLF event.

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

1 unchanged sentence

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, March 21, 2024, and April 24, 2024.

Modifications to the Stipulated Order were approved by the Hearing Board after hearings on January 16 and 17, 2024, March 21, 2024, April 24, 2024, and August 17, 20, and 27, 2024.

The modified Stipulated Order contains 90 conditions.

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

The continuation of the August 27, 2024 hearing is currently scheduled for November 13 and 14, 2024.

For this continued hearing, SCAQMD is also considering pursuing additional mandates regarding the CC Landfill’s operations, including reductions in waste intake and curtailing hours of operation.

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.

4 unchanged sentences

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”).

The SOV alleges violations of California’s hazardous waste control laws and their implementing regulations.

Specifically, the SOV alleges five class I violations:

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 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.”

CCL has provided a full response to the alleged violations.

On February 15 and March 29, 2024, CCL received two Summaries of Violations (“SOV”) from the Department of Toxic Substances Control (“DTSC”).

The SOVs allege violations of California’s hazardous waste control laws and their implementing regulations related to three incidents in which offsite shipments of leachate, which tested above a regulatory threshold, were shipped to non-hazardous waste treatment and disposal facilities.

CCL has submitted full responses to both SOVs 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 has submitted 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 alleged 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 these alleged violations, including the amount of penalties.

WASTE CONNECTIONS, INC.

2 unchanged sentences

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.

Specifically, the SOV alleges three class 1 violations:

an additional alleged violation of 22 CCR § 66265.31;

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 from DTSC.

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

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.

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.

In addition to, and distinct from these alleged violations, CCL is seeking regulatory approvals to allow the use of new cells needed for waste disposal within the CC Landfill’s existing waste footprint permitted under the CUP.

At this time, the Company is not able to determine the likelihood of the outcome of these regulatory reviews.

Related Civil Litigation

8 unchanged sentences

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

There are approximately 3,300 total plaintiffs in these civil lawsuits as of October 23, 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.

33 unchanged sentences

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)

(Los Angeles Superior Court;

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

7 unchanged sentences

filed June 10, 2024;

removed to U.S.D.C.

on September 4, 2024);

Claudia Rivera et al.

7 unchanged sentences

filed June 20, 2024;

removed to U.S.D.C.

on July 29, 2024) ;

‎ Geon Hwang, et al.

5 unchanged sentences

filed July 9, 2024;

removed to U.S.D.C.

on August 16, 2024);

Isabell ‎Dolores Palomino et al.

1 unchanged sentence

filed July 12, 2024);

and Stephanie Audish et al.

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.

Scott Benjamin Siegal et.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed July 16, 2024);

Alina Hakopyan et al.

Chiquita Canyon, LLC (Los Angeles Superior Court;

filed August 6, 2024);

Kaiden Alim et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed September 27, 2024);

and Nicholas Difatta et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed October 5, 2024).

One law firm has also filed 359

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)

individual cases in Los Angeles Superior Court, which the Company related and consolidated 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.

1 unchanged sentence

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 .

SUBSEQUENT EVENT

On October 23, 2024 , the Company announced that its Board of Directors increased its regular quarter cash dividend by $ 0.03 , from $ 0.285 to $ 0.315 per Company common share, and then declared a regular quarterly cash dividend of $ 0.315 per Company common share.

The dividend will be paid on November 21, 2024 , to shareholders of record on the close of business on November 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