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Item 7. Management’s Discussion and Analysis

2025-02-13 compared with 2024-02-14 · 164 added, 182 removed, 453 unchanged (43% of the section changed)

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These include:

● Statements regarding our landfills, including capacity, duration, special projects, demand for and pricing of recyclables, estimated closure and post-closure liabilities, landfill alternatives and related capital expenditures, operating expenses and leachate;

● Discussion of competition, loss of contracts, price increases and additional exclusive and/or long-term collection service arrangements;

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● Assessments of regulatory developments and potential changes in environmental, health, safety and tax laws and regulations;

● Other statements on a variety of topics such as the COVID-19 pandemic, inflation, credit risk of customers, seasonality, labor/pension costs and labor union activity, employee retention costs, operational and safety risks, acquisitions, litigation developments and results, goodwill impairments, insurance costs and cybersecurity threats.

● Other statements on a variety of topics such as inflation, credit risk of customers, seasonality, labor/pension costs and labor union activity, employee retention costs, operational and safety risks, acquisitions, dividends, litigation developments and results, goodwill impairments, insurance costs and cybersecurity threats.

These statements can be ‎identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “might,” “will,” ‎‎“could,” “should” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of strategy.

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The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing costs and complexity associated with waste management operations and regulatory compliance.

Many small independent

operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to operate effectively in such an environment.

Many small independent operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to

operate effectively in such an environment.

The consolidation trend has caused solid waste companies to operate larger landfills that have complementary collection routes that can use company-owned disposal capacity.

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and six provinces in Canada.

Waste Connections also provides E&P waste services in several basins across the U.S.

Waste Connections also provides non-hazardous E&P waste treatment, recovery and disposal services in several basins across the U.S.

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

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Excluding the impact of such acquisitions, revenues increased 4.6% due predominantly to higher internal growth in solid waste.

Solid waste internal growth was up 6.2%, due to higher price increases, partially offset by lower surcharges, lower volumes and lower recycled commodities.

Pricing growth was 9.0%, with core pricing up 9.5%, offset by materials and environmental surcharges of 0.5%.

Volumes decreased by 2.0% due primarily to the intentional shedding of lower quality revenue, including through the purposeful non-renewal of certain residential hauling contracts, and decreases in the value of recycled commodities resulted in a 0.8% offset to internal solid waste growth.

Higher E&P waste activity resulted in a 0.2% increase to overall growth, while decreases in landfill gas sales, including renewable energy credits, and other revenue resulted in a 0.2% decrease to overall growth and foreign exchange impacts resulted in a 0.5% decrease to overall growth.

Net income attributable to Waste Connections decreased 8.7% to $762.8 million in 2023, from $835.7 million in 2022, principally as a result of impairments and other operating items, which increased to $238.8 million in 2023 from $18.2

million in 2022.

In 2023, adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, a non-GAAP financial measure (refer to page 75 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), increased 13.6% to $2.523 billion, from $2.221 billion in 2022.

Solid waste internal growth was up 4.4%, due to higher price increases and higher recycled commodities, partially offset by lower surcharges and lower volumes.

Pricing growth was 6.6%, with core pricing up 7.1%, with offsets from lower materials and environmental surcharges of 0.5%.

Volumes decreased by 2.9% due primarily to the intentional shedding of lower quality revenue, including through the purposeful non-renewal of certain residential hauling contracts, partially offset by increases in the quantity and value of recycled commodities of 0.7%.

In addition, overall growth included 0.3% from increased E&P waste activity and 0.3% from increases in landfill gas sales, including renewable energy credits, and other revenue.

Foreign exchange impacts resulted in a 0.2% decrease to overall growth.

Net income attributable to Waste Connections decreased 19.0% to $617.6 million in 2024, from $762.8 million in 2023, principally as a result of impairments and other operating items, which increased to $613.0 million in 2024 from $238.8 million in 2023.

In 2024, adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, a non-GAAP financial measure (refer to page 76 of this Annual Report on Form 10-K for a definition and

reconciliation to Net income attributable to Waste Connections), increased 15.0% to $2.902 billion, from $2.523 billion in 2023.

As a percentage of revenue, adjusted EBITDA increased from 31.5% in 2023, to 32.5% in 2024.

This 0.7 percentage point increase reflects a 1.3 percentage point increase primarily from price-led organic growth in solid waste exceeding cost inflation and lower cost of fuel during the year, partially offset by a 0.6 percentage point decrease from lower recycled commodity and landfill gas revenues.

Adjusted net income attributable to Waste Connections, a non-GAAP financial measure (refer to page 76 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), in 2023 increased 9.7% to $1.081 billion from $985.3 million in 2022.

Adjusted Free Cash Flow

This 1.0 percentage point increase reflects price-led organic growth in solid waste exceeding cost inflation and lower cost of fuel during the year, along with higher recycled commodity, E&P waste and landfill gas revenues.

Adjusted net income attributable to Waste Connections, a non-GAAP financial measure (refer to page 77 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), in 2024 increased 14.6% to $1.239 billion from $1.081 billion in 2023.

Net Cash from Operations and Adjusted Free Cash Flow

Net cash provided by operating activities increased 4.8% to $2.229 billion in 2024, from $2.127 billion in 2023, on increases in cash interest from $260.9 million to $298.9 million and increases in cash taxes from $207.0 million to $216.0 million.

Capital expenditures for property and equipment increased from $912.7 million in 2022 to $934.0 million in 2023.

Adjusted free cash flow, a non-GAAP financial measure (refer to page 74 of this Annual Report on Form 10-K for a definition and reconciliation to Net cash provided by operating activities), increased by $59.3 million to $1.224 billion in 2023, from $1.165 billion in 2022.

Capital expenditures for property and equipment increased from $934.0 million in 2023 to $1.056 billion in 2024.

Adjusted free cash flow, a non-GAAP financial measure (refer to page 75 of this Annual Report on Form 10-K for a definition and reconciliation to Net cash provided by operating activities) was $1.218 billion in 2024, as compared to $1.224 billion in 2023.

Adjusted free cash flow as a percentage of revenues was 13.7% in 2024, as compared to 15.3% in 2023.

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In 2024, we distributed $302.3 million to shareholders through cash dividends declared by our Board of Directors, which also increased the quarterly cash dividend by 10.5%, from $0.285 to $0.315 per common share in October 2024.

Cash dividends increased $27.6 million, or 11.4%, from $243.0 million in 2022 due to a 10.9% increase in the quarterly cash dividend declared by our Board of Directors in November 2022, followed by the additional increase in October 2023.

Cash dividends increased $31.7 million, or 11.7%, from $270.6 million in 2023 due to an 11.8% increase in the quarterly cash dividend declared by our Board of Directors in October 2023, followed by the additional increase in October 2024.

Our Board of Directors intends to review the quarterly dividend during the fourth quarter of each year, with a long-term objective of increasing the amount of the dividend.

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We cannot assure as to the amounts or timing of future dividends or share repurchases.

We have the ability under our Credit Agreement and Term Loan Agreement to repurchase our common shares and pay dividends provided that we maintain specified financial ratios.

We have the ability under our Revolving Credit Agreement to repurchase our common shares and pay dividends provided that we maintain specified financial ratios.

Capital Position

We target a Leverage Ratio, as defined substantially identically in both our Credit Agreement and Term Loan Agreement, of approximately 2.5x – 3.0x total debt to EBITDA.

We target a Leverage Ratio, as defined in our Revolving Credit Agreement, of approximately 2.5x – 3.0x total debt to EBITDA.

The Leverage Ratio is a non-GAAP ratio (refer to page 77 of this Annual Report on Form 10-K for more information on this ratio).

The combination of lower debt resulting from opportunistic repayment during 2023 and higher EBITDA in 2023 resulted in a decrease in our Leverage Ratio from 2.93x at December 31, 2022 to 2.60x at December 31, 2023.

Cash balances decreased from $78.6 million at December 31, 2022 to $78.4 million at December 31, 2023, and we had $1.357 billion of remaining borrowing capacity under our Credit Agreement, which matures in July 2026.

Higher debt resulting from acquisition outlays during 2024 were largely offset by higher EBITDA in 2024, resulting in a nominal increase in our Leverage Ratio from 2.60x at December 31, 2023 to 2.67x at December 31, 2024.

Cash balances decreased from $78.4 million at December 31, 2023 to $62.4 million at December 31, 2024, and we had $778 million of remaining borrowing capacity under our Revolving Credit Agreement, which matures in February 2029.

In total, we had $1.364 billion in prepayable debt outstanding at December 31, 2024.

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Such critical accounting estimates and assumptions are applicable to our reportable segments.

We believe that of our significant accounting policies, which are described in Note 3 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, the following accounting policies involve a greater degree of judgment and complexity.

degree of judgment and complexity.

Accordingly, we believe these are the most critical to fully understand and evaluate our financial condition and results of operations.

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Final capping, closure and post-closure obligations .

We accrue for estimated final capping, closure and post-closure maintenance obligations at the landfills we own, and the landfills that we operate, but do not own, under life-of-site

We accrue for estimated final capping, closure and post-closure maintenance obligations at the landfills we own, and the landfills that we operate, but do not own, under life-of-site agreements.

We could have additional material financial obligations relating to final capping, closure and post-closure costs at other disposal facilities that we currently own or operate or that we may own or operate in the future.

Our discount rate assumption for purposes of computing 2023 and 2022 “layers” for final capping, closure and post-closure obligations is based on our long-term credit adjusted risk free rate.

Our discount rate was 5.50% for 2023 and ranged from 3.25% to 5.50% for 2022.

Our long-term inflation rate assumption was 2.75% for 2023 and ranged from 2.25% to 2.75% for 2022.

rate assumption for purposes of computing 2024 and 2023 “layers” for final capping, closure and post-closure obligations is based on our long-term credit adjusted risk free rate.

Our discount rate was 5.50% for each of 2024 and 2023.

Our long-term inflation rate assumption was 2.75% for each of the years ended December 31, 2024 and 2023.

Significant reductions in our estimates of the remaining lives of our landfills or significant increases in our estimates of the landfill final capping, closure and post-closure maintenance costs could have a material adverse effect on our financial condition and results of operations.

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In 2023, we recorded an additional $159.5 million of charges to adjust the carrying value of a closure and post-closure liability at an area of a landfill site that has been deemed to reach final capacity.

Furthermore, during the quarter ended December 31, 2024, we recorded an additional $480.8 million of charges to adjust the carrying value of the closure and post-closure liability at the same landfill, which ceased active waste disposal operations as of December 31, 2024.

Additionally, changes in regulatory or legislative requirements could increase our costs related to our landfills, resulting in a material adverse effect on our financial condition and results of operations.

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The following discussion and analysis of our Results of Operations, Segment Reporting, and Liquidity and Capital Resources includes a comparison for the year ended December 31, 2024 to the year ended December 31, 2023.

A similar discussion and analysis that compares the year ended December 31, 2022 to the year ended December 31, 2021 can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 99.2 of our Form 8-K filed on August 3, 2023.

A similar discussion and analysis that compares the year ended December 31, 2023 to the year ended December 31, 2022 can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Results of Operations

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Income tax provision

Net income attributable to noncontrolling interests

Net loss (income) attributable to noncontrolling interests

Net income attributable to Waste Connections

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During the year ended December 31, 2024, the net increase in prices charged to our customers at our existing operations was $506.4 million, consisting of $539.0 million of core price increases and decreases in surcharges of $32.6 million.

During the year ended December 31, 2023, we recognized volume losses totaling $137.0 million, due to lower collection and post collection volumes primarily in our Eastern, Canada and Southern segments.

During the year ended December 31, 2024, we recognized volume losses totaling $222.5 million, resulting from lower residential collection volumes due primarily to the purposeful shedding of certain low-margin municipal contracts in our Southern, Eastern and Canada segments, lower commercial revenues and a decrease in roll off volumes.

E&P waste revenues at facilities owned during the years ended December 31, 2024 and 2023 increased $25.3 million, due to increases in overall demand for our E&P waste services as a result of increases in drilling and production activity levels in certain basins.

Revenues from sales of recyclable commodities at facilities owned during the years ended December 31, 2023 and 2022 decreased $51.3 million.

The decrease is primarily attributable to lower average commodity pricing for old corrugated cardboard, plastics and other paper products as compared to the prior period.

Commodity pricing was unfavorable for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022.

Commodity pricing for the three months ended December 31, 2023 was favorable as compared to the three months ended December 31, 2022.

Revenues from sales of recyclable commodities at facilities owned during the years ended December 31, 2024 and 2023 increased $54.0 million.

The increase was primarily attributable to higher average commodity pricing for old corrugated cardboard and other paper products as compared to the prior period.

A decrease in the average Canadian dollar to U.S.

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dollar exchange rates on our Canadian revenues were 0.7298 and 0.7410 for the years ended December 31, 2024 and 2023, respectively.

Other revenues decreased $9.3 million during the year ended December 31, 2023, due primarily to a $9.4 million decrease in intermodal revenues, as well as a $2.3 million decrease in landfill gas revenues on lower values for renewable energy credits net of higher landfill gas volumes, partially offset by a $2.4 million increase in other non-core revenue sources.

Other revenues increased $20.1 million during the year ended December 31, 2024, due primarily to a $24.9 million increase in landfill gas revenues on higher values for renewable energy credits and higher landfill gas volumes and a $2.1 million increase in other non-core revenue sources, partially offset by a $6.9 million decrease in intermodal revenues.

Cost of Operations .

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The increase was primarily the result of $256.2 million of additional operating costs from acquisitions closed during, or subsequent to, the year ended December 31, 2023, and an increase in operating costs at our existing operations of $202.1 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $7.7 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $3.4 million from operations divested during, or subsequent to, the year ended December 31, 2023.

The increase in operating costs of $187.1 million, assuming foreign currency parity, at our existing operations for the year ended December 31, 2023, consisted of higher labor and recurring incentive compensation expenses of $91.3 million, an increase in risk management expenses of $44.6 million due to higher claim and premium costs, an increase in truck, container, equipment and facility maintenance and repair expenses of $34.2 million, an increase in other facility operating costs of $15.3 million, an increase in taxes on revenues of $14.9 million as the result of increased revenues, an increase in landfill maintenance and leachate costs of $11.7 million and a net increase of other expenses of $7.3 million, partially offset by a decrease in third-party trucking and transportation expenses of $16.3 million due to lower transfer station and intermodal volumes, a decrease in supplemental compensation to non-management personnel of $9.0 million associated with the impact of the COVID-19 pandemic that occurred in the prior year period and a decrease in fuel expense of $6.9 million due to lower diesel and natural gas prices.

The increase in operating costs of $202.1 million, assuming foreign currency parity, at our existing operations for the year ended December 31, 2024, consisted of higher labor and recurring incentive compensation expenses of $80.4 million, an increase in risk management expenses of $41.2 million due to higher claim and premium costs, an increase in truck, container, equipment and facility maintenance and repair expenses of $22.4 million, an increase in disposal costs of $19.3 million, an increase in benefits costs of $16.4 million, an increase in trucking costs of $16.3 million, an increase in leachate costs of $13.8 million, an increase in taxes on revenues of $11.5 million as a result of increased revenues, an increase in post-closure liability interest accretion expense of $7.1 million, an increase in facility and equipment rental and other recurring facility costs of $4.5 million, an increase in landfill monitoring and maintenance costs of $3.3 million and a net increase of other expenses of $8.8 million, partially offset by a decrease in fuel expense of $18.3 million due to lower diesel and natural gas prices, a decrease in subcontract expense of $17.0 million and a decrease in fees paid for the processing of recyclable materials of $7.6 million primarily as a result of higher commodity values.

Cost of operations as a percentage of revenues decreased 0.9 percentage points to 58.2% for the year ended December 31, 2024, from 59.1% for the year ended December 31, 2023.

The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, a 0.6 percentage point decrease in third-party trucking and transportation expenses, a 0.5 percentage point decrease in disposal costs and a 0.4 percentage point decrease in fuel costs due to lower diesel and natural gas prices, partially offset by a 0.5 percentage point increase in risk management expenses.

The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, contributions from an increase in higher landfill gas sales, a 0.4 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, a 0.4 percentage point decrease in fuel costs due to lower diesel and natural gas prices, a 0.2 percentage point decrease in disposal costs due to increased internalization in certain markets, a 0.2 percentage point decrease in subcontract costs and a 0.1 percentage point decrease due to lower costs associated with other expenses, partially offset by a 0.4 percentage point increase in risk management expenses.

SG&A expenses increased $84.3 million, or 10.6%, to $883.4 million for the year ended December 31, 2024, from $799.1 million for the year ended December 31, 2023.

The increase was comprised of an increase of $48.0 million, assuming foreign currency parity, at our existing operations and $37.7 million from acquisitions closed during, or subsequent to, the year ended December 31, 2023, partially offset by a decrease of $1.4 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in SG&A expenses at our existing operations of $76.6 million, assuming foreign currency parity, for the year ended December 31, 2023 was comprised of an increase in administrative payroll expenses of $22.8 million, an increase in incentive compensation expense of $16.5 million, an increase in executive separation costs of $16.1 million, an increase in deferred compensation expenses of $9.9 million as a result of increases in the market value of investments to which employee deferred compensation liability balances are tracked, an increase in equity-based compensation expenses of $8.9 million associated with our annual recurring grants of restricted share units to our personnel, an increase in professional fees of $5.4 million, an increase in software license fees of $5.2 million, a collective increase in travel, meetings and training expenses of $4.5 million and $1.6 million of other net expense increases, partially offset by a decrease in direct acquisition expenses of $14.3 million due to a decrease in acquisition activity in the current period.

SG&A expenses as a percentage of revenues increased 0.3 percentage points to 10.0% for the year ended December 31, 2023, from 9.7% for the year ended December 31, 2022.

The increase as a percentage of revenues was primarily attributable to a 0.2 percentage point increase in executive separation costs, a 0.2 percentage point increase in incentive based compensation costs and a 0.1 percentage point increase in deferred compensation expense, partially offset by a 0.2 percentage point decrease in direct acquisition expenses due to a decrease in acquisition activity.

The increase in SG&A expenses at our existing operations of $48.0 million, assuming foreign currency parity, for the year ended December 31, 2024 was comprised of an increase in administrative payroll expenses of $15.7 million, an increase in direct acquisition expenses of $15.4 million due to an increase in acquisition activity in the current period, an increase in professional fees of $11.5 million, a collective increase in travel, meetings and training expenses of $9.0 million, an increase in incentive compensation expense of $4.8 million, an increase in benefits costs of $3.2 million and $4.5 million of other net expense increases, partially offset by a decrease in executive separation costs of $16.1 million.

SG&A expenses as a percentage of revenues decreased 0.1 percentage points to 9.9% for the year ended December 31, 2024, from 10.0% for the year ended December 31, 2023.

The decrease as a percentage of revenues was primarily driven by a 0.2 percentage point decrease in executive separation costs and a 0.1 percentage point decrease due to the impact of acquisitions having lower SG&A costs as a percentage of revenue as compared to existing operations, partially offset by a 0.2 percentage point increase in direct acquisition expenses due to an increase in acquisition activity as compared to the prior period.

Depreciation .

Depreciation expense increased $128.4 million, or 15.2%, to $974.0 million for the year ended December 31, 2024, from $845.6 million for the year ended December 31, 2023.

The increase was comprised of an increase in

depreciation and depletion expense of $56.7 million from acquisitions closed during, or subsequent to, the year ended December 31, 2022, an increase in depreciation expense of $24.4 million from the impact of additions to our fleet and equipment purchased to support our existing operations and $4.5 million of other net increases, partially offset by a decrease of $3.3 million resulting from a lower average foreign currency exchange rate in effect during the current period.

Depreciation expense as a percentage of revenues decreased 0.1 percentage points to 10.5% for the year ended December 31, 2023, from 10.6% for the year ended December 31, 2022.

The decrease as a percentage of revenues was primarily attributable to the impact of price driven revenue increases in our solid waste services, partially offset by acquisitions closed during, or subsequent to, the year ended December 31, 2022 having higher depreciation expense as a percentage of revenue than our company average.

The increase was comprised of an increase in depreciation and depletion expense of $92.2 million from acquisitions closed during, or subsequent to, the year ended December 31, 2023, an increase in depreciation expense of $35.9 million from the impact of additions to our fleet and equipment purchased to support our existing operations and an increase of $2.3 million in depletion expense, partially offset by a decrease of $1.8 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.2 million from operations divested during, or subsequent to, the year ended December 31, 2023.

Depreciation expense as a percentage of revenues increased 0.4 percentage points to 10.9% for the year ended December 31, 2024, from 10.5% for the year ended December 31, 2023.

The increase as a percentage of revenues was primarily attributable to acquisitions closed during, or subsequent to, the year ended December 31, 2023 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of decreased depletion expenses as a result of lower landfill volumes.

Amortization of Intangibles .

Amortization of intangibles expense increased $32.2 million, or 20.4%, to $189.8 million for the year ended December 31, 2024, from $157.6 million for the year ended December 31, 2023.

The increase was the result of $21.6 million from intangible assets acquired in acquisitions closed during, or subsequent to, the year ended December 31, 2022, partially offset by a decrease of $18.8 million from certain intangible assets becoming fully amortized subsequent to December 31, 2022, and a decrease of $0.9 million resulting from a lower average foreign currency exchange rate in effect during the current period.

Amortization of intangibles expense as a percentage of revenues decreased 0.2 percentage points to 2.0% for the year ended December 31, 2023, from 2.2% for the year ended December 31, 2022.

The decrease as a percentage of revenues was attributable to the impact of price-driven revenue increases in our solid waste services.

The increase was the result of $49.0 million from intangible assets acquired in acquisitions closed during, or subsequent to, the year ended December 31, 2023, partially offset by a decrease of $16.3 million from certain intangible assets becoming fully amortized subsequent to December 31, 2023 and a decrease of $0.5 million due to a lower average foreign currency exchange rate in effect during the current period.

Amortization of intangibles expense as a percentage of revenues increased 0.1 percentage points to 2.1% for the year ended December 31, 2024, from 2.0% for the year ended December 31, 2023.

The increase as a percentage of revenues was primarily attributable to acquisitions closed during, or subsequent to, the year ended December 31, 2023 having higher amortization expense as a percentage of revenue than our company average, partially offset by price-driven revenue increases in our solid waste services.

Impairments and Other Operating Items .

Impairments and other operating items increased $374.2 million, to net losses totaling $613.0 million for the year ended December 31, 2024, from net losses totaling $238.8 million for the year ended December 31, 2023.

The net losses of $238.8 million recorded during the year ended December 31, 2023 consisted of $159.5 million of charges to adjust the carrying value of a closure and post-closure liability related to a non-active area of a landfill site, $31.3 million of charges to adjust the carrying value of contingent consideration liabilities associated with acquisitions closed in prior periods, $25.0 million of charges to adjust the carrying value of certain assets impaired as a result of an adjustment to fair market value, $17.3 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, $13.2 million of net losses on property and equipment disposal and uninsured damages to an operating facility and $10.6 million lawsuit judgment charges, partially offset by an $8.7 million gain related to insured recoveries for damages to an operating facility, $7.8 million of gains on the disposal of certain non-strategic operating locations and $1.6 million other net adjustments.

The net losses of $18.2 million recorded during the year ended December 31, 2022 consisted of $10.8 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date and an $8.4 million lawsuit judgment accrual, partially offset by $1.0 million of other net gains.

During and prior to the year ended December 31, 2024, we worked to address regulatory constraints related to the active waste disposal operations that were preventing our Chiquita Canyon Landfill (“Chiquita”) from continuing to receive and manage waste from its customers.

The primary constraints were tonnage limitations effective January 1, 2025 and the final permit approval needed for Chiquita to access otherwise permitted and constructed airspace.

Without any resolution of these matters, we determined it was no longer economically feasible to operate Chiquita and made the decision to cease active waste disposal operations as of December 31, 2024.

As a result, it became necessary to record charges of $480.8 million to adjust the carrying value of the landfill closure and post-closure liability and record an impairment charge of $116.1 million to adjust the carrying value of the landfill.

See “Accounting for landfills” and “Final capping, closure and post-closure obligations” within “Critical Accounting Estimates and Assumptions” included in Item 7 of Part II – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The remaining net losses of $16.1 million recorded during the year ended December 31, 2024 consisted of $14.3 million of net losses on the disposal of property and equipment and uninsured damages to an operating facility, $2.8 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date and $1.5 million of other net losses, partially offset by net gains of $2.5 million on settlement of litigation.

or are not expected to be, renewed prior to the original estimated termination date, $13.2 million of net losses on property and equipment disposal and uninsured damages to an operating facility and $10.6 million lawsuit judgment charges, partially offset by an $8.7 million gain related to insured recoveries for damages to an operating facility, $7.8 million of gains on the disposal of certain non-strategic operating locations and $1.6 million other net adjustments.

Operating Income .

Operating income decreased $168.7 million, or 13.6%, to $1.068 billion for the year ended December 31, 2024, from $1.236 billion for the year ended December 31, 2023.

The decrease in our operating income for the year ended December 31, 2023 was due primarily to an increase in charges to adjust the carrying value of a closure and post-closure liability related to a non-active area of a landfill site, an increase in charges related to adjustments for contingent consideration liabilities and impairments, lower recyclable commodity pricing and an increase in executive separation costs, partially offset by price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the year ended December 31, 2022 and an increase in earnings at our E&P waste operations.

The decrease in our operating income for the year ended December 31, 2024 was due primarily to an increase in impairments and other operating items, an increase in risk management costs and an increase in direct acquisition expenses associated with increased acquisition activity as compared to the prior year period, partially offset by price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the year ended December 31, 2023, contributions from higher recyclable commodity pricing, operating income contributions from increased renewable energy credits associated with the generation of landfill gas, an increase in earnings at our E&P waste operations and lower executive separation costs.

Operating income as a percentage of revenues decreased 3.4 percentage points to 12.0% for the year ended December 31, 2024, from 15.4% for the year ended December 31, 2023.

The decrease as a percentage of revenues was comprised of a 2.8 percentage point increase in impairments and other operating items and a 0.3 percentage point increase in SG&A

expenses, partially offset by a 1.0 percentage point decrease in our costs of operations, a 0.2 percentage point decrease in amortization expense and a 0.1 percentage point decrease in depreciation expense.

The decrease as a percentage of revenues was comprised of a 3.9 percentage point increase in impairments and other operating items, a 0.4 percentage point increase in depreciation expense and a 0.1 percentage point increase in amortization expense, partially offset by a 0.9 percentage point decrease in cost of operations and a 0.1 percentage point decrease in selling, general and administrative expenses.

Interest Expense .

Interest expense increased $52.2 million, or 19.0%, to $326.8 million for the year ended December 31, 2024, from $274.6 million for the year ended December 31, 2023.

The increase was primarily attributable to an increase of $30.7 million due to a net increase in the average borrowings outstanding under our Credit Agreement and Term Loan Agreement, an increase of $22.7 million from the issuance of $1.250 billion of senior unsecured notes during, or subsequent to, the year ended December 31, 2022, an increase of $15.5 million from higher interest rates on borrowings outstanding under our Credit Agreement and Term Loan Agreement and $3.4 million of other net expense increases.

The increase was primarily attributable to an increase of $32.2 million from the issuance of $750.0 million of senior unsecured notes during the year ended December 31, 2024, an increase of $8.9 million from the issuance of CAD $500.0 million of senior unsecured notes during the year ended December 31, 2024, an increase of $8.7 million due to an increase in the average borrowings outstanding under our credit facilities during the year ended December 31, 2024 and $3.2 million of other net expense increases, partially offset by a decrease of $0.8 million from lower interest rates on borrowings outstanding during the comparable periods.

Interest Income .

Interest income increased $3.4 million to $9.4 million for the year ended December 31, 2023, from $6.0 million for the year ended December 31, 2022.

The increase was primarily attributable to higher average investment rates in the current period.

Interest income increased $2.2 million, or 24.1%, to $11.6 million for the year ended December 31, 2024, from $9.4 million for the year ended December 31, 2023.

The increases were primarily attributable to higher average investment rates in the current periods.

Other Income, Net .

Other income, net increased $9.3 million, to $12.5 million for the year ended December 31, 2023, from $3.2 million for the year ended December 31, 2022.

Other income of $12.5 million recorded during the year ended December 31, 2023 consisted of $4.3 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations, a $4.2 million reduction to certain accrued liabilities acquired in an acquisition closed in a prior year period, $3.6 million in other net income sources and $0.4 million from an increase in the average foreign currency exchange rate in effect during the comparable reporting period reducing the U.S.

dollar consideration required to settle international liabilities.

Other income of $3.2 million recorded during the year ended December 31, 2022 consisted of income from transactions primarily as a result of the impact from changes in foreign currency exchange rates of $7.0 million related to the decrease in the Canadian dollar to the U.S.

dollar exchange rate in the period, and $1.4 million of other income, partially offset by $5.2 million from a decline in the value of investments purchased to fund our employee deferred compensation obligations.

Other income, net decreased $2.0 million, or 16.1%, to an income total of $10.5 million for the year ended December 31, 2024, from an income total of $12.5 million for the year ended December 31, 2023.

Other income of $10.5 million recorded during the year ended December 31, 2024 consisted of $12.0 million from a gain on sale of certain investments, $2.8 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations and $0.7 million of other income, partially offset by $2.7 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period and $2.3 million from the write off of unamortized loan fees as a result of the early extinguishment of our 2021 Revolving and Term Credit Agreement and 2022 Term Loan Agreement.

Income Tax Provision .

Income taxes increased $7.7 million, to $220.7 million for the year ended December 31, 2023, from $213.0 million for the year ended December 31, 2022.

Income taxes decreased $74.3 million, to $146.4 million for the year ended December 31, 2024, from $220.7 million for the year ended December 31, 2023.

Our effective tax rate for the year ended December 31, 2024 was 19.2%.

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Segment Reporting

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

We now report revenue and segment EBITDA based on the following six geographic solid waste operating segments:

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

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

We manage our operations through the following six geographic solid waste operating segments:

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

Our six geographic solid waste operating segments comprise our reportable segments.

Each operating segment is responsible for managing

several vertically integrated operations, which are comprised of districts.

While certain corporate or regional overhead expense allocations may affect comparability on a period-over-period basis, the segment information presented herein reflects the realignment of these regions.

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.

Our 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.

We define segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, other income (expense) and loss on early extinguishment of debt.

We define segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items and other income (expense).

Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies.

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dollars and as a percentage of total segment revenue for the periods indicated:

Depreciation and

December 31, 2024

Corporate (a)

Depreciation and

December 31, 2023

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A reconciliation of segment EBITDA to Income before income tax provision is included in Note 17 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Significant changes in revenue, EBITDA and depreciation, depletion and amortization for our reportable segments for the year ended December 31, 2023, compared to the year ended December 31, 2022, are discussed below.

Revenue increased $241.3 million to $1.669 billion for 2023, from $1.428 billion for 2022, due to contributions from acquisitions, price increases and increases in residential and commercial collection volumes, partially offset by decreased

roll off and post-collection volumes, lower intermodal revenue and a decrease in the price of recyclable commodities as compared to the prior year period.

Significant changes in revenue, segment expenses and EBITDA for our reportable segments for the year ended December 31, 2024, compared to the year ended December 31, 2023, are discussed below.

Revenue increased $129.4 million to $1.799 billion for 2024, from $1.669 billion for 2023, due to price increases, contributions from acquisitions, increases in residential and roll off collection volumes and an increase in recyclable commodity revenues as compared to the prior period due to an increase in commodity values, partially offset by decreased intermodal revenue.

Segment expenses increased $91.8 million to $1.278 billion for 2024, from $1.186 billion for 2023 due to an increase in expenses from acquisitions closed during the comparable periods, increases in operating costs associated with higher collection volumes, wage and benefits cost increases, higher risk management expenses, increases in allocated corporate overhead and higher leachate management costs, partially offset by a decrease in recycle processing costs and a decrease in fuel expenses.

EBITDA increased $37.6 million to $520.8 million, or a 29.0% EBITDA margin for 2024, from $483.2 million, or a 28.9% EBITDA margin for 2023.

The decrease in our EBITDA margin was due to an increase in risk management expenses due to higher claim and premium costs, an increase in allocated corporate overhead, higher labor costs due primarily to wage increases and increases in other operating costs, partially offset by lower trucking costs.

Depreciation, depletion and amortization expense increased $43.5 million, to $199.4 million for 2023, from $155.9 million for 2022, due to assets acquired in acquisitions and additions to our fleet and equipment.

Revenue increased $147.8 million to $1.642 billion for 2023, from $1.494 billion for 2022, due to solid waste price increases, contributions from acquisitions, increased E&P waste revenues attributable to increases in the demand for our E&P waste services and increased landfill volumes, partially offset by lower residential collection volumes due to the purposeful non-renewal of collection contracts during the current and prior year periods and other decreases in residential volumes, lower transfer station volumes and a decrease in recyclable commodity prices as compared to the prior year period.

The increase in our EBITDA margin was due to contributions from improved recyclable commodity values, the benefits of lower fuel costs due to lower diesel and natural gas prices, and a decrease in other operating costs relative to revenue, partially offset by an increase in post-closure liability interest accretion expense, increased risk management costs and higher trucking expenses associated with volumes.

Revenue increased $114.9 million to $1.757 billion for 2024, from $1.642 billion for 2023, due to solid waste price increases, contributions from acquisitions, increased E&P waste revenues attributable to increases in the demand for our E&P waste services and an increase in recyclable commodity revenues as compared to the prior period due to an increase in commodity values, partially offset by lower residential collection volumes due to the purposeful non-renewal of collection contracts, lower commercial collection volume and a decrease in landfill volumes.

Segment expenses increased $76.5 million to $1.201 billion for 2024, from $1.124 billion for 2023 due to an increase in expenses from acquisitions closed during the comparable periods, increased wages and benefits costs, higher risk management costs, increased leachate expenses, higher trucking expenses associated with an increase in transfer volumes, an increase in truck, container, equipment and facility maintenance and repair expenses, increases in allocated corporate overhead and other operating costs partially offset by a decrease in subcontracting costs, lower disposal expense and a decrease in fuel expenses.

EBITDA increased $38.4 million to $556.4 million, or a 31.7% EBITDA margin for 2024, from $518.0 million, or a 31.5% EBITDA margin for 2023.

The increase in our EBITDA margin was due to price-led increases in solid waste revenue, the impact of acquisitions having higher EBITDA margins than our segment average, lower trucking costs related to lower transfer station volumes, the purposeful non-renewal of certain residential contracts and increased earnings at our E&P waste operations, partially offset by an increase in risk management expenses due to higher claim and premium costs, higher labor costs due to wage increases, the operational impact of temporary volume limitations at a landfill that occurred in the three months ended December 31, 2023 and increased leachate expense.

Depreciation, depletion and amortization expense increased $4.3 million, to $179.9 million for 2023, from $175.6 million for 2022, due to assets acquired in acquisitions, partially offset by a reduction in amortization expense associated with the loss of certain residential service contracts.

Revenue increased $151.8 million to $1.440 billion for 2023, from $1.288 billion for 2022, due to price increases and contributions from acquisitions, partially offset by lower residential revenues and a decrease in the value of recyclable commodities compared to the prior year period.

The increase in our EBITDA margin was due to price-led increases in solid waste revenue, the purposeful non-renewal of certain residential contracts with lower EBITDA margin than our segment average, the impact of acquisitions having higher EBITDA margins than our segment average, the benefits of lower fuel costs due to lower diesel and natural gas prices and contributions from increased E&P volumes, partially offset by higher risk management costs and benefits expenses relative to revenue.

Revenue increased $184.0 million to $1.564 billion for 2024, from $1.380 billion for 2023, due to contributions from acquisitions, price increases, an increase in recyclable commodity revenues as compared to the prior period due to an increase in commodity values and higher landfill volumes, partially offset by decreased residential and commercial service revenues, lower roll off volumes and a decrease in transfer volumes.

Segment expenses increased $119.8 million to $1.147 billion for 2024, from $1.027 billion for 2023 due to an increase in expenses from acquisitions closed during the comparable periods, an increase in truck, container, equipment and facility maintenance and repair expenses , higher risk management expenses, higher disposal and an increase in wages, partially offset by decreased trucking costs due to lower transfer volumes.

EBITDA increased $64.1 million to $417.2 million, or a 26.7% EBITDA margin for 2024, from $353.1 million, or a 25.6% EBITDA margin for 2023.

The increase in our EBITDA margin was due to the benefits from price-led increases in revenue and lower benefits costs, partially offset by an increase in risk management expenses due to higher claim and premium costs, a decrease in the value of recyclable commodities as compared to the prior year periods and an increase in allocated corporate overhead.

Depreciation, depletion and amortization expense increased $12.5 million, to $169.4 million for 2023, from $156.9 million for 2022, due to assets acquired in acquisitions and additions to our fleet and equipment as compared to the prior year periods.

Revenue increased $146.5 million to $1.380 billion for 2023, from $1.234 billion for 2022, due to price increases and contributions from acquisitions, partially offset by decreased post-collection volumes, decreased residential and commercial service revenues, lower roll off volumes and a decrease in the value of recyclable commodities compared to the prior year period.

The increase in our EBITDA margin was due primarily to price-led increases in revenue, increased internalization in certain markets and lower wages and benefits expenses relative to revenue, partially offset by the impact of acquisitions having lower EBITDA margins than our segment average and an increase in risk management expenses relative to revenue.

Revenue increased $74.7 million to $1.515 billion for 2024, from $1.440 billion for 2023, due to price increases, an increase in recyclable commodity revenues as compared to the prior period due to an increase in commodity values, contributions from acquisitions, partially offset by lower post-collection volumes and a decrease in residential and commercial collection volumes.

Segment expenses increased $44.2 million to $972.1 million for 2024, from $927.9 million for 2023 due to increased wages and benefits expenses, higher trucking costs, increased disposal rates charged by third-party landfills, higher risk management expenses, an increase in truck, container, equipment and facility maintenance and repair expenses and an increase in allocated corporate overhead, partially offset by a decrease in fuel expenses and a decrease in recycle processing costs.

EBITDA increased $30.5 million to $542.8 million, or a 35.8% EBITDA margin for 2024, from $512.3 million, or a 35.6% EBITDA margin for 2023.

The increase in our EBITDA margin was due primarily to price-led increases in revenue, lower benefits costs, a decrease in trucking and disposal expenses as a result of purposefully lost volumes, lower diesel costs due to a decline in average fuel prices and a decrease in truck, container, equipment and facility maintenance and repair expenses, partially offset by higher labor costs, the impact of acquisitions having lower EBITDA margins than our segment average, an increase in risk management expenses due to higher claim and premium costs and lower recycle commodity revenues, net of lower rebates, driven by lower average commodity pricing.

Depreciation, depletion and amortization expense increased $17.4 million, to $207.9 million for 2023, from $190.5 million for 2022, due to assets acquired in acquisitions and additions to our fleet and equipment, partially offset by a reduction in amortization expense associated with the loss of certain residential service contracts.

Revenue increased $55.2 million to $995.8 million for 2023, from $940.6 million for 2022, due to price increases, contributions from acquisitions, and an increase in landfill volumes, partially offset by a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods, a decrease in residential collection volumes and lower prices for recyclable commodities as compared to the prior year period.

The increase in our EBITDA margin was due to price-led revenue growth, the benefits of lower fuel costs due to lower diesel and natural gas prices and contributions from improved recyclable commodity values, partially offset by higher risk management costs and benefits expenses relative to revenue.

Revenue increased $265.1 million to $1.261 billion for 2024, from $995.8 million for 2023, due to contributions from acquisitions, price increases, an increase in landfill gas revenues, an increase in recyclable commodity revenues as compared to the prior period due to an increase in commodity values and increased landfill volumes, partially offset by a decrease in commercial and residential collection volumes.

Segment expenses increased $104.3 million to $709.5 million for 2024, from $605.2 million for 2023 due to an increase in expenses from acquisitions closed during the comparable periods, increases in allocated corporate overhead, higher wage costs and an increase in risk management expenses and other operating costs, partially offset by a decrease in fuel costs.

EBITDA increased $160.8 million to $551.5 million, or a 43.7% EBITDA margin for 2024, from $390.7 million, or a 39.2% EBITDA margin for 2023.

The increase in our EBITDA margin was due to price-led increases in revenue, decreases in diesel and natural gas costs due to a decline in average fuel prices, lower labor expenses and a decrease in trucking costs, partially offset by lower recycle commodity revenues, net of lower rebates, driven by lower average commodity pricing, an increase in risk management expenses due to higher claim and premium costs, an increase in truck, container, equipment and facility maintenance and repair expenses and an increase in allocated corporate expense as compared to the prior year period.

Depreciation, depletion and amortization expense increased $2.9 million, to $121.3 million for 2023, from $118.4 million for 2022, due to assets acquired in acquisitions, partially offset by a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods.

Revenue increased $67.5 million to $894.2 million for 2023, from $826.7 million for 2022, due to price increases partially offset by a decrease in the value of recyclable commodities compared to the prior year periods.

The increase in our EBITDA margin was due to the impact of acquisitions having higher EBITDA margins than our segment average, price-led increases in revenue, contributions from higher landfill gas revenues and the benefits of lower fuel costs due to lower diesel and natural gas prices, partially offset by higher risk management expenses relative to revenue.

Revenue increased $129.5 million to $1.024 billion for 2024, from $894.2 million for 2023, due to contributions from acquisitions, price increases, an increase in recyclable commodity revenues as compared to the prior period due to an increase in commodity values and higher landfill gas revenues, partially offset by a decrease in collection and landfill volumes.

Segment expenses increased $92.2 million to $740.2 million for 2024, from $648.0 million for 2023 due to an increase in expenses from acquisitions closed during the comparable periods, higher wage and benefits expenses, increases in allocated corporate overhead and an increase in risk management expenses, partially offset by a decrease in recycle processing costs.

EBITDA increased $37.3 million to $283.4 million, or a 27.7% EBITDA margin for 2024, from $246.1 million, or a 27.5% EBITDA margin for 2023.

The decrease in our EBITDA margin was due primarily to an increase in risk management expenses due to higher claim and premium costs, an increase in allocated corporate overhead and benefits expense, lower recycle commodity revenues and an increase in recycle processing costs driven by lower average commodity pricing, partially offset by price-led revenue growth, lower disposal costs due to increased internalization in certain markets and decreases in diesel and natural gas costs due to a decline in average fuel prices.

Depreciation, depletion and amortization expense increased $4.5 million, to $117.4 million for 2023, from $112.9 million for 2022, due to additions to our fleet and equipment, higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates and increased landfill volumes.

EBITDA remained flat as compared to 2022 with a loss of $25.0 million for both periods.

As compared to prior year, expense increases included higher incentive compensation costs, an increase in executive separation expenses, increased deferred compensation expenses, increased equity-based compensation expense associated with our annual recurring grants of restricted share units to our personnel, increased administrative payroll costs primarily driven by wage increases and additional headcount to support continued growth, higher professional fees driven by legal costs, increased costs due

to increased travel and meetings and increased expenses associated with information systems and applications, partially offset by increased allocation of costs to our operating segments driven by overall higher corporate expenses, lower direct acquisition expenses associated with a decrease in acquisition activity in the current year period, and lower compensation to non-management personnel associated with the impact of the COVID-19 pandemic that occurred in the first three months of 2022 that did not reoccur in the current year period.

The increase in our EBITDA margin was due primarily to price-led revenue growth, the impact of acquisitions having higher EBITDA margins than our segment average, contributions from improved recyclable commodity values and the benefits of lower fuel costs due to lower diesel and natural gas prices, partially offset by an increase in wage and benefits expenses and higher risk management costs relative to revenue.

Segment expenses increased $2.7 million to $27.7 million for 2024, from $25.0 million for 2023, due to an increase in direct acquisition expenses associated with an increase in acquisition activity, higher professional fees, increased administrative payroll costs to support continued growth in the business and increased incentive and deferred compensation costs, partially offset by increased allocation of costs to our operating segments and a decrease in executive separation costs incurred in the prior period.

EBITDA decreased $2.7 million in 2024 as compared to the prior period due to the increase in segment expenses.

Liquidity and Capital Resources

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Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of year

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The significant components of the increase included the following:

1) Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $241.3 million from an increase in net income, excluding depreciation, amortization of intangibles, share-based compensation, adjustments to closure and post-closure liabilities, adjustments to and payments of contingent consideration recorded in earnings and loss on disposal of assets and impairments, due primarily to price increases, earnings from acquisitions closed during, or subsequent to, the year ended December 31, 2022, a decrease in compensation to non-management personnel associated with the impact of the COVID-19 pandemic that occurred in the year ended December 31, 2022 that did not reoccur in the current period and an increase in earnings at our E&P waste operations.

1) Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $374.6 million from an increase in net income, excluding depreciation, amortization of intangibles, share-based compensation, adjustments to closure and post-closure liabilities, adjustments to and payments of contingent consideration, interest accretion and loss on disposal of assets and impairments, due primarily to price increases, earnings from acquisitions closed during, or subsequent to, the year ended December 31, 2023, contributions from higher recyclable commodity pricing, an increase in renewable energy credits associated with the generation of landfill gas and an increase in earnings at our E&P waste operations.

2) Accounts receivable — Our increase in net cash provided by operating activities was favorably impacted by $10.0 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $10.6 million for the year ended December 31, 2024, compared to a decrease to operating cash flows of $20.6 million for the year ended December 31, 2023.

The decreases for the years ended December 31, 2023 and 2022 were due to increases in revenue, which remained as outstanding receivables at the end of the period.

3) Prepaid expenses — Our increase in net cash provided by operating activities was favorably impacted by $11.0 million from prepaid expenses as changes in prepaid expenses resulted in an increase to operating cash flows of $10.3 million for the year ended December 31, 2023, compared to a decrease to operating cash flows of $0.7 million for the year ended December 31, 2022.

The increase for the year ended December 31, 2023 was due primarily to decreased prepaid income tax payments, partially offset by a net decrease in prepaids related to insurance claim and premium payments.

The decrease for the year ended December 31, 2022 was due primarily to increases from payments of annual insurance premiums, payments of annual information system licenses and higher parts and fuel inventory, partially offset by a decrease in prepaid income tax payments.

4) Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was unfavorably impacted by $110.7 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in an increase to operating cash flows of $54.1 million for the year ended December 31, 2023, compared to an increase to operating cash flows of $164.8 million for the year ended December 31, 2022.

The decrease for the year ended December 31, 2024 was due to increases in revenue, which remained as outstanding receivables at December 31, 2024, partially offset by an improvement in collections.

The decrease for the year ended December 31, 2023 was due to increases in revenue, which remained as outstanding receivables at the end of the period.

3) Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was favorably impacted by $2.6 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in an increase to operating cash flows of $56.7 million for the year ended December 31, 2024, compared to an increase to operating cash flows of $54.1 million for the year ended December 31, 2023.

The increase for the year ended December 31, 2024 was due primarily to an increase in accrued insurance costs, an increase in accrued interest due to the timing of interest payments, partially offset by a decrease in outstanding obligations to vendors.

The increase for the year ended December 31, 2023 was due primarily to an increase in accrued insurance costs, an increase in accrued compensation costs, an increase in accrued interest due to the timing of interest payments, an increase in property taxes attributable to payment timing and an increase in outstanding obligations to vendors, partially offset by a decrease from the timing of tax payments.

The increase for the year ended December 31, 2022 was due primarily to increases in operating expenses during the period which remained as outstanding obligations at December 31, 2022, the timing of processing year-end payments to vendors for capital expenditures and increased accrued interest due to the timing of interest payments for our senior unsecured notes issued subsequent to December 31, 2021, partially offset by the payment of deferred payroll taxes.

5) Deferred income taxes — Our increase in net cash provided by operating activities was unfavorably impacted by $87.2 million from deferred income taxes as changes in deferred income taxes resulted in an increase to operating cash flows of $6.3 million for the year ended December 31, 2023, compared to an increase to operating cash flows of $93.5 million for the year ended December 31, 2022.

The increase for the year ended December 31, 2023 was primarily due to accelerated tax depreciation from capital expenditures.

The increase for the year ended December 31, 2022 was primarily attributable to tax benefits resulting from the divestiture of certain non-strategic E&P disposal operating locations.

6) Deferred revenue — Our increase in net cash provided by operating activities was unfavorably impacted by $15.7 million from deferred revenue as changes in deferred revenue resulted in an increase to operating cash flows of $26.5 million for the year ended December 31, 2023, compared to an increase to operating cash flows of $42.2 million for the year ended December 31, 2022.

For both comparative periods, deferred revenue increased due to price increases on our advanced billed residential and commercial collection services.

4) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was unfavorably impacted by $208.5 million from an increase in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $247.9 million for the year ended December 31, 2024, compared to a decrease in operating cash flows of $39.4 million for the year ended December 31, 2023.

The increase in expenditures as compared to the prior year period was due primarily to additional costs incurred in relation to an Elevated Temperature Landfill event at a landfill.

5) Deferred income taxes — Our increase in net cash provided by operating activities was unfavorably impacted by $63.6 million from deferred income taxes as changes in deferred income taxes resulted in a decrease to operating cash flows of $57.3 million for the year ended December 31, 2024, compared to an increase to operating cash flows of $6.3 million for the year ended December 31, 2023.

The decrease for the year ended December 31, 2024 was attributable to capital expenditures providing tax benefits resulting from accelerated depreciation and tax benefits resulting from payments for closure and post-closure activities in the period.

The increase for the year ended December 31, 2023 was primarily due to accelerated tax depreciation from capital expenditures.

6) Prepaid expenses — Our increase in net cash provided by operating activities was unfavorably impacted by $24.6 million from prepaid expenses as changes in prepaid expenses resulted in a decrease to operating cash flows of $14.3 million for the year ended December 31, 2024, compared to an increase to operating cash flows of $10.3 million for the year ended December 31, 2023.

The decrease for the year ended December 31, 2024 was due primarily to an increase in prepaid income tax payments.

The increase for the year ended December 31, 2023 was due primarily to decreased prepaid income tax payments, partially offset by a net increase in prepaids related to insurance claims and premium payments.

At December 31, 2024, we had a working capital deficit of $651.9 million, including cash and equivalents of $62.4 million.

Our working capital deficit increased $151.1 million from a working capital deficit of $395.0 million at December 31, 2022 including cash and equivalents of $78.6 million, due primarily to an increase in the short-term portion of closure and post closure accruals, an increase in contingent consideration liabilities, an increase in deferred revenues, an increase in accrued insurance costs and a decrease in prepaid income tax, partially offset by an increase in accounts receivables as a result of increases in revenue and decreases in accounts payable and accrued liabilities driven by the timing of payments for obligations to vendors.

Our working capital deficit increased $105.8 million from a working capital deficit of $546.1 million at December 31, 2023 including cash and equivalents of $78.4 million, due primarily to an increase in the short-term portion of closure and post closure accruals , increases in accounts payable and accrued liabilities driven by an increase in accrued insurance costs and an increase in outstanding obligations to vendors, an increase in deferred revenue and a decrease in cash and cash equivalents, partially offset by an increase in accounts receivables as a result of increases in revenue, a decrease in outstanding liabilities for contingent consideration and an increase in prepaid expenditures.

To date, we have experienced no loss or lack of access to our cash and equivalents;

however, we can provide no assurances that access to our cash and equivalents will not be impacted by adverse conditions in the financial markets.

Our strategy in managing our working capital is generally to apply the cash generated from our operations that remains after satisfying our working capital and capital expenditure requirements, along with share repurchase and dividend programs, to reduce the unhedged portion of our indebtedness under our Credit Agreement and to minimize our cash balances.

Our strategy in managing our working capital is generally to apply the cash generated from our operations that remains after satisfying our working capital and capital expenditure requirements, along with share repurchase and dividend programs, to reduce the unhedged portion of our indebtedness under our Revolving Credit Agreement and to minimize our cash balances.

Investing Activities Cash Flows

Net cash used in investing activities decreased $1.506 billion to $1.581 billion for the year ended December 31, 2023, from $3.087 billion for the year ended December 31, 2022.

The significant components of the decrease included the following:

1) A decrease in cash paid for acquisitions of $1.530 billion;

2) A decrease in capital expenditures at operations owned in the comparable periods of $15.8 million due to decreases in land and facility expenditures and landfill site costs, partially offset by increased truck and equipment purchases;

3) An increase in capital expenditures at operations acquired during the comparative periods of $37.1 million due to increased expenditures for landfill site costs, trucks, containers and equipment.

Net cash used in investing activities increased $1.578 billion to $3.159 billion for the year ended December 31, 2024, from $1.581 billion for the year ended December 31, 2023.

The significant components of the increase included the following:

1) An increase in cash paid for acquisitions of $1.444 billion;

2) An increase in capital expenditures at operations acquired during the comparable periods of $63.4 million due to expenditures for landfill site costs, land and facility improvements and trucks and equipment;

3) An increase in capital expenditures at operations owned in the comparable periods of $58.6 million due to expenditures for trucks and equipment, land and facility improvements, partially offset by a decrease in expenditures for containers and landfill site costs;

4) An increase in cash received of $37.0 million from proceeds from the sale of investment in noncontrolling interests in the period.

Financing Activities Cash Flows

Net cash used in financing activities increased $1.573 billion to $544.4 million for the year ended December 31, 2023, from net cash provided by financing activities of $1.028 billion for the year ended December 31, 2022.

Net cash provided by financing activities increased $1.489 billion to $944.9 million for the year ended December 31, 2024, from net cash used in financing activities of $544.4 million for the year ended December 31, 2023.

The significant components of the increase included the following:

1) An increase from the net change in long-term borrowings of $1.975 billion in which long-term borrowings decreased $230.6 million during the year ended December 31, 2023 and increased $1.745 billion during the year ended December 31, 2022;

2) An increase from higher cash dividends paid of $27.6 million due primarily to an increase in our average quarterly dividend rate for the year ended December 31, 2023 to $0.263 per share, from $0.236 per share for the year ended December 31, 2022;

3) An increase in tax withholdings related to net share settlements of equity-based compensation of $12.7 million due to an increase in the value of equity-based compensation awards vesting;

4) A decrease from lower payments to repurchase our common shares of $425.0 million that occurred in the year ended December 31, 2022;

5) A decrease from lower payments related to the issuance of debt of $13.3 million that occurred during the year ended December 31, 2022.

1) An increase from the net change in long-term borrowings of $1.553 billion in which long-term borrowings increased $1.322 billion during the year ended December 31, 2024 and decreased $230.6 million during the year ended December 31, 2023;

2) A decrease from higher cash dividends paid of $31.7 million due primarily to an increase in our average quarterly dividend rate for the year ended December 31, 2024 to $0.293 per share, from $0.263 per share for the year ended December 31, 2023;

3) A decrease from higher payments of contingent consideration of $14.4 million not included in earnings that occurred during the year ended December 31, 2024;

4) A decrease from higher payments related to the issuance of debt of $13.4 million that occurred during the year ended December 31, 2024.

On July 23, 2024, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,901,981 of our common shares during the period of August 12, 2024 to August 11, 2025 or until such earlier time as the NCIB is completed or terminated at our option.

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

Information regarding our NCIB plan can be found under the section Normal Course Issuer Bid in Note 14, “Shareholders’ Equity,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.

Information regarding the NCIB can be found under the section Normal Course Issuer Bid in Note 14, “Shareholders’ Equity,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.

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

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We cannot assure as to the amounts or timing of future dividends.

We made $934.0 million in capital expenditures for property and equipment during the year ended December 31, 2023, and we expect to make total capital expenditures for property and equipment of $1.15 billion in 2024, including approximately $150 million associated with renewable natural gas facilities.

We intend to fund our planned 2024 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Credit Agreement.

Our business is capital intensive.

Our capital requirements include acquisitions and capital expenditures, including for landfill cell construction, landfill development, landfill closure activities and intermodal facility construction in the future.

We made $1.056 billion in capital expenditures for property and equipment during the year ended December 31, 2024, and we expect to make total capital expenditures for property and equipment in 2025 of between approximately $1.200 billion and $1.225 billion, including $100 million to $150 million for renewable natural gas facilities.

We intend to fund our planned 2025 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Revolving Credit Agreement.

In addition, we may make substantial additional capital expenditures in acquiring land and solid waste businesses.

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We cannot currently determine the amount of these expenditures because they will depend on the number, nature, condition and permitted status of any acquired landfill disposal facilities.

We believe that our cash and equivalents, Credit Agreement and the funds we expect to generate from operations will provide adequate cash to fund our working capital and other cash needs for the foreseeable future.

However, disruptions in the capital and credit markets could adversely affect our ability to draw on our Credit Agreement or raise other capital.

Our access to funds under the Credit Agreement is dependent on

the ability of the banks that are parties to the agreement to meet their funding commitments.

We believe that our cash and equivalents, Revolving Credit Agreement and the funds we expect to generate from operations will provide adequate cash to fund our working capital and other cash needs for the foreseeable future.

However, disruptions in the capital and credit markets could adversely affect our ability to draw on our Revolving Credit Agreement or raise other capital.

Our access to funds under the Revolving Credit Agreement is dependent on the ability of the banks that are parties to the agreement to meet their funding commitments.

Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time.

We have a revolving credit and term loan agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S.

Agent and a letter of credit issuer, the other lenders named therein (the “Lenders”) and any other financial institutions from time to time party thereto.

There are no subsidiary guarantors under the Credit Agreement.

The Credit Agreement has a scheduled maturity date of July 30, 2026, which may be extended further upon agreement by Lenders holding at least 50% of the commitments and credit extensions outstanding, with respect to their respective commitments and credit extensions outstanding.

Any Lender that does not agree to an extension of the maturity date shall not be so extended with respect to their commitments and credit extensions.

As of December 31, 2023, $650.0 million under the term loan and $453.2 million under the revolving credit facility were outstanding under the Credit Agreement, exclusive of outstanding standby letters of credit of $39.7 million.

We also had $102.2 million of letters of credit issued and outstanding at December 31, 2023 under a facility other than the Credit Agreement.

We did not have any amounts outstanding under our master note purchase agreements.

Pursuant to the terms and conditions of a Master Note Purchase Agreement dated as of June 1, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2016 NPA”) between us and certain accredited institutional investors, we issued senior unsecured notes (the “2016 Private Placement Notes”) consisting of (i) $150.0 million of senior notes due June 1, 2021 (the “June 2021 Private Placement Notes”), (ii) $200.0 million of senior notes due June 1, 2023, (iii) $150.0 million of senior notes due April 20, 2024, (iv) $400.0 million of senior notes due June 1, 2026 and (v) $250.0 million of senior notes due April 20, 2027.

Pursuant to the terms and conditions of a Master Note Purchase Agreement dated as of July 15, 2008 (as amended, restated, amended and restated, assumed, supplemented or otherwise modified from time to time, the “2008 NPA”) between us and certain accredited institutional investors, we issued senior unsecured notes (the “2008 Private Placement Notes” and together with the 2016 Private Placement Notes, the “Private Placement Notes”) consisting of (i) $100.0 million of senior notes due April 1, 2021 (the “April 2021 Private Placement Notes” and together with the June 2021 Private Placement Notes, the “2021 Private Placement Notes”), (ii) $125.0 million of senior notes due August 20, 2022 and (iii) $375.0 million of senior notes due August 20, 2025.

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

On November 16, 2018, we completed an underwritten public offering of $500.0 million aggregate principal amount of our 4.25% Senior Notes due December 1, 2028 (the “2028 Senior Notes”).

The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S.

agent and a letter of credit issuer, and the other lenders and financial institutions from time to time party thereto (the “Lenders”) are party to that certain Revolving Credit Agreement, dated as of February 27, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), pursuant to which the Lenders provide loans and other credit extensions to the Company under a revolving credit facility.

Borrowings under the Revolving Credit Agreement are unsecured and there are no subsidiary guarantors under the Revolving Credit Agreement.

The Revolving Credit Agreement has a scheduled maturity date of February 27, 2029 (subject to certain extension mechanics therein by which the Company may request two additional one-year maturity date extensions).

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 Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 30, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “2021 Revolving and Term Credit Agreement”), among the Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S.

agent and a letter of credit issuer, and the lenders and any other financial institutions from time to time party thereto and to terminate the 2021 Revolving and Term Credit Agreement and the loan documents associated therewith and (ii) 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 to terminate the 2022 Term Loan Agreement and the loan documents associated therewith.

As of December 31, 2024, $2.164 billion under the revolving credit facility were outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $57.3 million.

We also had $113.4 million of letters of credit issued and outstanding at December 31, 2024 under a facility other than the Revolving Credit Agreement.

On November 16, 2018, we completed an underwritten public offering of $500.0 million aggregate principal amount of 4.25% Senior Notes due December 1, 2028 (the “2028 Senior Notes”).

The 2028 Senior Notes were issued under the 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 National Association, as trustee (the “Trustee”), as supplemented through the First Supplemental Indenture, dated as of November 16, 2018.

On April 16, 2019, we completed an underwritten public offering of $500.0 million aggregate principal amount of our 3.50% Senior Notes due May 1, 2029 (the “2029 Senior Notes”).

On April 16, 2019, we completed an underwritten public offering of $500.0 million aggregate principal amount of 3.50% Senior Notes due May 1, 2029 (the “2029 Senior Notes”).

The 2029 Senior Notes were issued under the Indenture, as supplemented through the Second Supplemental Indenture, dated as of April 16, 2019.

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The 2032 Senior Notes and the 2052 Senior Notes were issued under the Indenture, as supplemented through the Fifth Supplemental Indenture, dated as of September 20, 2021.

In connection with the Offering, we exercised our right to repay the $1.500 billion of Private Placement Notes then outstanding governed by the 2008 NPA and the 2016 NPA.

We repaid the Private Placement Notes then outstanding, including the $110.6 million make-whole premium, with the net proceeds from the Offering and borrowings under the revolving credit facility provided under our Credit Agreement.

We recorded $115.3 million to Loss on early extinguishment of debt during the year ended December 31, 2021 due to the repayment of the Private Placement Notes and associated make-whole premium and related fees.

On March 9, 2022, we completed an underwritten public offering of $500.0 million aggregate principal amount of 3.20% Senior Notes due June 1, 2032 (the “New 2032 Senior Notes”).

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

On August 18, 2022, we completed an underwritten public offering of $750.0 million aggregate principal amount of 4.20% Senior Notes due January 15, 2033 (the “2033 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2050 Senior Notes and the 2052 Senior Notes, the “Senior Notes”).

On August 18, 2022, we completed an underwritten public offering of $750.0 million aggregate principal amount of 4.20% Senior Notes due January 15, 2033 (the “2033 Senior Notes”).

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

On February 21, 2024, we completed an underwritten public offering of $750.0 million aggregate principal amount of 5.00% Senior Notes due March 1, 2034 (the “2034 Senior Notes”).

The 2034 Senior Notes were issued under the Indenture, as supplemented through the Eighth Supplemental Indenture, dated as of February 21, 2024.

On June 13, 2024, we completed an underwritten public offering of CAD $500.0 million aggregate principal amount of 4.50% Senior Notes due June 14, 2029 (the “New 2029 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2033 Senior Notes, the 2034 Senior Notes, the 2050 Senior Notes and the 2052 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.

We pay interest on the Senior Notes semi-annually in arrears.

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The Senior Notes are not guaranteed by any of our subsidiaries.

On October 31, 2022, we, as borrower, Bank of America, N.A., as administrative agent, and the other lenders from time to time party thereto (the “New TL Lenders”) entered into that certain Term Loan Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), pursuant to which the New TL Lenders made loans to us in an aggregate stated principal amount of $800.0 million.

We used substantially all of the proceeds of borrowings under the Term Loan Agreement to repay revolving borrowings under the Credit Agreement.

Amounts borrowed under the Term Loan Agreement and repaid or prepaid may not be reborrowed.

The Term Loan Agreement has a scheduled maturity date of July 30, 2026.

See Note 11 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further details on the debt agreements.

See Note 11 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further details on the debt agreements and Senior Notes.

Contractual Obligations

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Long-term debt payments include:

1) $453.2 million in principal payments due July 2026 related to our revolving credit facility under our Credit Agreement.

Advances are available under the Credit Agreement in U.S.

1) $2.164 billion in principal payments due February 2029 related to our revolving credit facility under our Revolving Credit Agreement.

Advances are available under the Revolving Credit Agreement in U.S.

dollars and Canadian dollars and bear interest at fluctuating rates (See Note 11).

At December 31, 2023, $240.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S.

At December 31, 2024, $1.350 billion of the outstanding borrowings drawn under the revolving credit facility were in U.S.

Term SOFR rate loans, bearing interest at a total rate ranging from 5.46% to 5.69% on such date.

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base rate loans, bearing interest at a total rate of 7.50% on such date.

At December 31, 2023, $15.1 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian prime rate loans, bearing interest at a total rate of 7.20% on such date.

At December 31, 2023, $170.1 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based bankers’ acceptances, bearing interest at a total rate ranging from 6.40% to 6.46% on such date.

2) $650.0 million in principal payments due July 2026 related to our term loan under our Credit Agreement.

Outstanding amounts on the term loan can be either base rate loans or Term SOFR loans.

At December 31, 2023, all amounts outstanding under the term loan were in Term SOFR loans which bear interest at the Term SOFR rate plus the applicable margin (for a total rate of 6.50% on such date).

3) $800.0 million in principal payments due July 2026 related to our term loan under our Term Loan Agreement.

Outstanding amounts on the term loan can be either base rate loans or Term SOFR loans.

At December 31, 2023, all amounts outstanding under the term loan were in Term SOFR loans which bear interest at the Term SOFR rate plus the applicable margin (for a total rate of 6.44% on such date).

At December 31, 2024, $677.6 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based CORRA rate loans, bearing interest at a total rate ranging from 4.59% to 5.24% on such date.

At December 31, 2024, $41.7 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based prime rate loans, bearing interest at a total rate of 5.45% on such date.

2) $500.0 million in principal payments due 2028 related to our 2028 Senior Notes.

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The 2029 Senior Notes bear interest at a rate of 3.50%.

4) $347.5 million in principal payments due 2029 related to our New 2029 Senior Notes.

The New 2029 Senior Notes bear interest at a rate of 4.50%.

5) $600.0 million in principal payments due 2030 related to our 2030 Senior Notes.

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The 2050 Senior Notes bear interest at a rate of 3.05%.

11) $850.0 million in principal payments due 2052 related to our 2052 Senior Notes.

The 2052 Senior Notes bear interest at a rate of 2.95%.

12) $30.6 million in principal payments related to our notes payable to sellers and other third parties.

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The following assumptions were made in calculating cash interest payments:

1) We calculated cash interest payments on the Credit Agreement using the Term SOFR rate plus the applicable Term SOFR margin, the base rate plus the applicable base rate margin, the Canadian Dollar Offered Rate plus the applicable acceptance fee and the Canadian prime rate plus the applicable prime rate margin at December 31, 2023.

We assumed the Credit Agreement is paid off when it matures in July 2026.

2) We calculated cash interest payments on the Term Loan Agreement using the Term SOFR rate plus the applicable Term SOFR margin at December 31, 2023.

We assumed the Term Loan Agreement is paid off when it matures in July 2026.

1) We calculated cash interest payments on the Revolving Credit Agreement using the Term SOFR rate plus the applicable Term SOFR margin, the base rate plus the applicable base rate margin, the term CORRA rate plus the applicable margin and the Canadian prime rate plus the applicable prime rate margin at December 31, 2024.

We assumed the Revolving Credit Agreement is paid off when it matures in February 2029.

2) We calculated cash interest payments on our interest rate swaps using the stated interest rate in the swap agreement less the Term SOFR rate through the earlier expiration of the term of the swaps or the term of the credit facility.

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(1) We are party to unconditional purchase obligations as discussed in Note 13 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

These purchase obligations are established in the ordinary course of our business and are designed to provide us with access to products at competitive, market-driven prices.

These purchase obligations are established in

the ordinary course of our business and are designed to provide us with access to products at competitive, market-driven prices.

At December 31, 2024, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 59.7 million gallons remaining to be purchased for a total of $179.3 million.

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

These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December

31, 2023, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.

These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2024, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.

We have obtained standby letters of credit as discussed in Note 11 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and financial surety bonds as discussed in Note 13 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

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We present adjusted free cash flow, a non-GAAP financial measure, supplementally because it is widely used by investors as a liquidity measure in the solid waste industry.

We calculate adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment and periodic distributions to noncontrolling interests.

We further adjust this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of our business operations.

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Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations.

We define adjusted EBITDA as net income attributable to Waste Connections, plus or minus net income (loss) attributable to noncontrolling interests, plus income tax provision, plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income, plus loss on early extinguishment of debt.

We further adjust this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business.

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Net income attributable to Waste Connections

Net income attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Income tax provision

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Other income, net

Loss on early extinguishment of debt

Transaction-related expenses (a)

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Fair value changes to equity awards (d)

Loss on early extinguishment of debt (e)

Executive separation costs (f)

Tax effect (g)

Executive separation costs (e)

Tax effect (f)

Adjusted net income attributable to Waste Connections

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Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.

Reflects adjustments for impairments and other operating items.

Reflects the addback of impairments and other operating items.

Reflects the addback of acquisition-related transaction costs.

Reflects fair value accounting changes associated with certain equity awards.

Reflects the make-whole premium and related fees associated with the early termination of $1.5 billion in senior notes.

Reflects the cash and non-cash components of severance expense associated with an executive departure.

The aggregate tax effect of the adjustments in footnotes (a) through (f) is calculated based on the applied tax rates for the respective periods.

The aggregate tax effect of the adjustments in footnotes (a) through (e) is calculated based on the applied tax rates for the respective periods.

Leverage Ratio

The Leverage Ratio is calculated by dividing our Consolidated Total Funded Debt by Consolidated EBITDA (each as defined substantially identically in our Credit Agreement and Term Loan Agreement).

The Leverage Ratio is calculated by dividing our Consolidated Total Funded Debt by Consolidated EBITDA (as defined in our Revolving Credit Agreement).

The Leverage Ratio is based on EBITDA, a non-GAAP financial measure.

We present this ratio because it is used for the purposes of calculating financial covenants under our Credit Agreement and Term Loan Agreement.

We present this ratio because it is used for the purposes of calculating financial covenants under our Revolving Credit Agreement.

Management also uses this ratio as one of the principal measures to evaluate and monitor the indebtedness of the Company relative to its ability to generate income to service such debt.

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Other companies may calculate leverage ratios differently.

In the current environment, we have seen inflationary pressures resulting from higher fuel, materials and labor costs in certain markets and higher resulting third-party costs in areas such as brokerage, repairs and construction.

In the current environment, we have seen inflationary pressures resulting from higher fuel, materials or labor costs in certain markets and higher resulting third-party costs in areas such as brokerage, repairs and construction.

Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers, including increases in landfill tipping fees and, in some cases, fuel costs.

To the extent that there are decreases in fuel costs, in some cases, a portion of these reductions are passed through to customers in the form of lower fuel and material surcharges.

Therefore, we believe that we should be able to increase prices to offset many cost increases that result from inflation in the ordinary course of business.

Therefore, we believe that, over time, we should be able to increase prices to offset many cost increases that result from inflation in the ordinary course of business.

However, competitive pressures or delays in the timing of rate increases under certain of our contracts may require us to absorb at least part of these cost increases, especially if cost increases exceed the average rate of inflation.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis