What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-13 compared with 2024-02-14 · 548 added, 375 removed, 1525 unchanged (38% of the section changed)

15 unchanged sentences

We have audited the accompanying consolidated balance sheets of Waste Connections, Inc.

(an Ontario, Canada corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of net income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

(an Ontario, Canada corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of net income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 13, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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obligation based upon the expected future date of the expenditures and discounting the inflated total to its present value using a credit-adjusted risk-free rate.

The principal consideration for our determination that landfill accounting represents a critical audit matter is the judgments and estimates associated with management’s determination of the liability due to the nature of the inputs and significant assumptions used in the process including the discount rate, inflation rate, accretion rate, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, and remaining airspace and probability of landfill expansions, all of which can have a significant impact on the calculation of the final capping, closure and post-closure liability.

The principal consideration for our determination that landfill accounting represents a critical audit matter is the judgments and estimates associated with management’s determination of the liability due to the nature of the inputs and significant assumptions used in the process including the discount rate, inflation rate, depletion rates, accretion rates, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, and remaining airspace and probability of landfill expansions, all of which can have a significant impact on the calculation of the final capping, closure and post-closure liability.

Auditing the net present value of the obligation involved a high degree of subjectivity, auditor judgment and effort in evaluating management’s assumptions primarily due to the complexity of the models used to measure the landfill liability, as well as the sensitivity of the underlying significant assumptions.

Our audit procedures related to the accounting for the final capping, closure and post closure liability included the following, among others:

● We tested the design and operating effectiveness of key controls related to landfill accounting, including controls relating to management’s development of discount rate, inflation rate, accretion rates, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, remaining airspace, and probability of landfill expansions ;

● We tested the design and operating effectiveness of key controls related to landfill accounting, including controls relating to management’s development of discount rate, inflation rate, depletion rates, accretion rates, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, remaining airspace, and probability of landfill expansions;

● We assessed the qualifications and competence of management and the third-party specialists used to provide the inputs used in developing the models ;

● We tested key inputs such as discount rate, inflation rate, accretion rate, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, remaining airspace, and probability of landfill expansions;

● We tested mathematical accuracy of the calculations in a sample of the models;

● We obtained and reviewed the associated permits for a sample of landfill models to further validate certain inputs used in the models;

● We tested key inputs such as discount rate, inflation rate, depletion rates accretion rates, survey data, acreage information, estimated permitted airspace, estimated deemed airspace, remaining airspace, estimated costs for final capping, closure and post-closure obligations and probability of landfill expansions ;

● We tested mathematical accuracy of the calculations for a selection of the models ;

● We obtained and reviewed the associated permits for a selection of landfill models to further validate certain inputs used in the models ;

● We compared previously deemed expansion amounts to the subsequent actual permitted amounts ;

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

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

estimated capital and operating expenses associated with the landfill’s increased leachate generation, the estimated timing of the completion of such events, and changes in the timing and amount of closure and post closure costs associated with closing the landfill .

Valuation of intangible assets in business combinations

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

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

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

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

form the basis of the forecasted results.

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

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● We tested the design and operating effectiveness of key controls related to the accounting for the 2024 acquisitions, including controls relating to management’s development of forecasts for discount rates, revenue growth rates, operating expenses, EBITDA margins, capital expenditures, customer turnover rates and contributory asset charges ;

● We obtained certain of the purchase price allocation analyses from management.

● We assessed the qualifications and competence of management and evaluated the methodologies used to determine the fair value of the intangible assets ;

● We obtained and tested a selection of purchase price allocations from management;

● We tested the assumptions used within the discounted cash-flow models to estimate the fair value of the intangible assets which included assumptions such as discount rate, revenue growth rate, operating expenses, EBITDA margin, capital expenditures, customer turnover rate and contributory asset charges ;

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the methodologies used and whether they were acceptable for the underlying acquisitions and whether such methodologies were being applied correctly, the appropriateness of the discount rate used by performing a sensitivity analysis, and the qualifications of the valuation specialist engaged by the Company based on their credentials and experience;

● We applied analytical procedures to the range of significant inputs utilized across all of the business combinations to evaluate consistency of significant inputs among intangible asset valuation models .

● We evaluated the consistency of significant inputs utilized in all business combinations to evaluate inputs utilized among intangible asset valuation models .

/s/ GRANT THORNTON LLP

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Other income, net

Loss on early extinguishment of debt

Income before income tax provision

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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Comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive income attributable to Waste Connections

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Restricted share units released from deferred compensation plan

Fair value adjustment for common shares in deferred compensation plan exchanged for other investment options

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

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Issuance of shares under employee share purchase plan

Repurchase of common shares

( 3,388,155 )

Cash dividends on common shares

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Vesting of performance-based restricted share units

Vesting of deferred share units

Restricted share units released from deferred compensation plan

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Foreign currency translation adjustment

Purchase of noncontrolling interests

Net income (loss)

Balances at December 31, 2024

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

Loss on disposal of assets and impairments

Loss from disposal of assets, impairments and other

Adjustment to closure and post-closure liabilities

Amortization of intangibles

Loss on early extinguishment of debt

Deferred income taxes, net of acquisitions

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( 2,120,878 )

( 2,206,901 )

Capital expenditures for property and equipment

Investment in noncontrolling interests

( 1,055,988 )

Proceeds from disposal of assets

Proceeds from sale of investment in noncontrolling interests

Net cash used in investing activities

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( 3,073,985 )

Premiums paid on early extinguishment of debt

Payment of contingent consideration recorded at acquisition date

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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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( 2,120,878 )

( 2,206,901 )

Liabilities assumed and notes payable issued to sellers of businesses acquired

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The financial statements presented in this report represent the consolidation of Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada, and its wholly-owned and majority-owned subsidiaries.

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Accounting Standards Adopted

Clawback of Executive Compensation Rules .

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

The rules direct U.S.

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

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

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

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

The Company adopted the new rules as required.

Accounting Standards Pending Adoption

Disclosure of Significant Segment Expenses and Other Segment Items .

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

Early adoption is permitted.

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

The Company adopted the amended guidance for its fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retroactively for all prior periods presented in the financial statements.

The adoption of this amended guidance did not have a material impact on the Company’s consolidated financial statements.

See Note 17 for disclosures related to the adoption of this amended guidance.

Accounting Standards Pending Adoption

Additional Income Tax Disclosures .

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

The standard applies to all entities subject

The standard applies to all entities subject to income taxes.

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

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

Early adoption is permitted.

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

Disaggregation of Income Statement Expenses .

In November 2024, the FASB issued a final standard requiring additional disclosure of the nature of expenses included in the income statement.

The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses.

The standard applies to all public business entities and will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027.

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

WASTE CONNECTIONS, INC.

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to income taxes.

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

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

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

standard retrospectively.

Early adoption is permitted.

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

Reclassification

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Gains and losses from foreign currency transactions are included in earnings for the period.

All references to “dollars” or “$” used herein refer to U.S.

dollars, and all references to “CAD $” used herein refer to Canadian dollars, unless otherwise stated.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at purchase to be cash equivalents.

The Company considers all highly liquid investments with original maturities of three months or less at purchase to be cash equivalents.

As of December 31, 2024 and 2023, cash equivalents consisted of demand money market accounts.

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Revenue Recognition and Accounts Receivable

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( 1,275,398 )

( 1,145,781 )

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

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Solid waste collection revenue from sources other than customer contracts primarily relates to lease revenue associated with compactors.

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Revenue Recognition

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

Such contracts are generally within the Company’s collection, recycling and other lines of business and have a weighted average remaining contract life of approximately four years , excluding certain exclusive and perpetual agreements, such as governmental certificates .

Such contracts are generally within the Company’s collection, recycling and other lines of business and have a weighted average remaining contract life of approximately five years , excluding certain exclusive and perpetual agreements, such as governmental certificates .

The Company does not disclose the value of unsatisfied performance obligations for these contracts as its right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations.

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Company would have recognized is one year or less.

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a landfill facility ceases to accept waste and closes.

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

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

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

The Company’s discount rate assumption for purposes of computing 2024 and 2023 “layers” for final capping, closure and post-closure obligations was 5.50 % for each of 2024 and 2023.

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

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

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

Owned landfills and landfills operated under life-of-site agreements have estimated remaining lives, based on remaining permitted capacity, probable expansion capacity and projected annual disposal volumes, that range from approximately 1 to 307 years , with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .

Owned landfills and landfills operated under life-of-site agreements have estimated remaining lives, based on remaining permitted capacity, probable expansion capacity and projected annual disposal volumes, that range from approximately one to 381 years , with approximately 90 % of the projected annual disposal volume from landfills with remaining lives of less than 70 years .

The costs for final capping, closure and post-closure obligations at landfills the Company owns or operates under life-of-site agreements are generally estimated based on interpretations of current requirements and proposed or anticipated regulatory changes.

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The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2022 to December 31, 2024:

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Assumption of closure liabilities from acquisitions

Disposition of closure liabilities from divested operations

Foreign currency translation adjustment

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

In 2023, the Company recorded an additional $ 159,547 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, the Company recorded an additional $ 480,786 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.

See “Final capping, closure and post-closure obligations” within this Note 3 for additional information regarding the Company’s accounting for landfills.

- Disposal capacity .

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whether internal personnel have performed a financial analysis of the proposed expansion site and have determined that it has a positive financial and operational impact;

whether internal personnel or external consultants are actively working to obtain the necessary approvals to obtain the landfill expansion permit;

whether the Company considers it probable that the Company will achieve the expansion (for a pursued expansion to be considered probable, there must be no significant known technical, legal, community, business, or political restrictions or similar issues existing that the Company believes are more likely than not to impair the success of the expansion).

WASTE CONNECTIONS, INC.

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whether internal personnel or external consultants are actively working to obtain the necessary approvals to obtain the landfill expansion permit;

It is possible that the Company’s estimates or assumptions could ultimately be significantly different from actual results.

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Goodwill represents the excess of:

(a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed.

Goodwill and intangible assets, deemed to have indefinite lives, are subject to annual impairment tests as described below.

Goodwill and indefinite-lived intangible assets are tested for impairment on at least an annual basis in the fourth quarter of the year.

In addition, the Company evaluates its reporting units for impairment if events or circumstances change

WASTE CONNECTIONS, INC.

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between annual tests indicating a possible impairment.

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interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed.

Goodwill and intangible assets, deemed to have indefinite lives, are subject to annual impairment tests as described below.

Goodwill and indefinite-lived intangible assets are tested for impairment on at least an annual basis in the fourth quarter of the year.

In addition, the Company evaluates its reporting units for impairment if events or circumstances change between annual tests indicating a possible impairment.

Examples of such events or circumstances include, but are not limited to, the following:

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

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

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

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

The Company did no t record an impairment charge to any of its six geographic operating segments as a result of its annual goodwill and indefinite-lived intangible impairment tests for the years ended December 31, 2024, 2023 or 2022.

Impairments of Property and Equipment and Finite-Lived Intangible Assets

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The recoverability of these assets is tested whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Typical indicators that an asset may be impaired include, but are not limited to, the following:

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

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

During the quarter ended December 31, 2024, the Company made the decision to cease active waste disposal operations as of December 31, 2024 at the Chiquita Canyon Landfill, and therefore recorded a charge of $ 116,090 to Impairments and other operating items in the Consolidated Statement of Net Income, which reduced the carrying value of property and equipment.

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

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

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

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Fair Value of Financial Instruments

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5.00 % Senior Notes due 2034

3.05 % Senior Notes due 2050

2.95 % Senior Notes due 2052

(a) Senior Notes are classified as Level 2 within the fair value hierarchy.

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The Company classifies cash inflows and outflows from derivatives within operating activities on the statement of cash flows.

One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings under the Credit Agreement (defined below).

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

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

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

WASTE CONNECTIONS, INC.

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

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

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The Company classifies its liability for unrecognized tax benefits as a current liability to the extent it anticipates making a payment within one year.

The Company uses the flow-through method to account for investment tax credits earned on eligible development expenditures.

Under this method, the investment tax credits are recognized as a reduction to income tax expense in the year they are earned.

Share-Based Compensation

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

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

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

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

WASTE CONNECTIONS, INC.

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settlement to employees upon vesting.

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Share-based compensation expense recognized during the years ended December 31, 2024, 2023 and 2022, was $ 77,885 ($ 58,203 net of taxes), $ 70,436 ($ 52,708 net of taxes) and $ 63,485 ($ 47,503 net of taxes), respectively.

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

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

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

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

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

All remaining unvested Progressive Waste share-based options were fully vested as of December 31, 2017.

Per Share Information

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USE OF ESTIMATES AND ASSUMPTIONS

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In some cases, these estimates are particularly difficult to determine and the Company must exercise significant judgment.

The most difficult, subjective and complex estimates and the assumptions that deal with the greatest amount of uncertainty are related to the Company’s accounting for landfills, self-insurance accruals, income taxes, allocation of acquisition purchase price, contingent consideration accruals and asset impairments, which are discussed in Note 3.

An additional area that involves estimation is when the Company estimates the amount of potential exposure it may have with respect to litigation, claims and assessments in accordance with the accounting guidance on contingencies.

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Income taxes receivable

Parts and supplies

Prepaid insurance

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(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

22 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

Lease cost for operating and finance leases for the years ended December 31, 2024, 2023 and 2022 were as follows:

28 unchanged sentences

Long-term portion of lease liabilities

See Note 11 for further information regarding finance leases.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

The Company recognizes, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values.

6 unchanged sentences

The Company recognizes acquisition-related transaction costs as expense.

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

The Company acquired 20 immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and four immaterial E&P waste treatment and disposal businesses during the year ended December 31, 2024.

The total transaction-related expenses incurred during the year ended December 31, 2024 for these acquisitions were $ 26,059 .

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

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

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

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

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

The Company acquired 30 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the year ended December 31, 2021.

The purchase consideration recorded during this period for nine of the acquired businesses included contingent consideration based upon the receipt of contract assignments and the achievement of certain targets, including future asset and revenue growth.

The fair value of the total contingent consideration recorded during the year ended December 31, 2021 of $ 31,616 was determined using probability assessments of the expected future cash flows over a one to two year period in which the obligations are expected to be settled, and applying an average discount rate of 1.5 %.

As of December 31, 2023, $ 13,460 of the obligations recognized at the purchase date have been paid and the remaining obligations have not materially changed.

Any changes in the fair value of the contingent consideration subsequent to the acquisition date will be charged or credited to expense until the contingency is settled.

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

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

6 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

The following table summarizes the consideration transferred to acquire these businesses and the amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the years ended December 31, 2024, 2023 and 2022:

9 unchanged sentences

Permits and other intangibles

Indefinite-lived intangibles

Accounts payable and accrued liabilities

6 unchanged sentences

Total identifiable net assets

Goodwill acquired in 2023 totaling $ 372,671 is expected to be deductible for tax purposes.

Goodwill acquired in 2022 totaling $ 510,755 is expected to be deductible for tax purposes.

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

The fair value of acquired working capital related to five individually immaterial acquisitions completed during the year ended December 31, 2023, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

Any adjustments recorded relating to finalizing the working capital for these five acquisitions are not expected to be material to the Company’s financial position.

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

Goodwill acquired in 2024, 2023 and 2022 totaling $ 699,514 , $ 372,671 and $ 510,755 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to seven immaterial acquisitions completed during the year ended December 31, 2024, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

Any adjustments recorded relating to finalizing the working capital for these seven acquisitions are not expected to be material to the Company’s financial position.

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

The gross amount of trade receivables due under contracts acquired during the year ended December 31, 2024, was $ 106,259 , of which $ 5,264 was expected to be uncollectible.

5 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

INTANGIBLE ASSETS, NET

17 unchanged sentences

Permits and other

( 1,088,483 )

Indefinite-lived intangible assets:

1 unchanged sentence

Intangible assets, exclusive of goodwill

( 1,088,483 )

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

7 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

ACCRUED LIABILITIES

1 unchanged sentence

Insurance claims and premiums

Payroll and payroll-related

Final capping, closure and post-closure liability

Payroll and payroll-related

Interest payable

2 unchanged sentences

Cell processing reserves

Share-based compensation plan liability

Transaction-related expenses

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

LONG-TERM DEBT

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

Revolver under Credit Agreement, bearing interest ranging from 6.40 % to 8.50 % (a)

Term loan under Credit Agreement, bearing interest at 6.50 % (a)

Term loan under Term Loan Agreement, bearing interest at 6.44 % (a), (b)

Revolving Credit Agreement, bearing interest ranging from 4.59 % to 7.50 % (a)

Revolver under 2021 Revolving and Term Credit Agreement, bearing interest ranging from 6.40 % to 8.50 % (b)

Term loan under 2021 Revolving and Term Credit Agreement, bearing interest at 6.50 % (b)

Term loan under 2022 Term Loan Agreement, bearing interest at 6.44 % (b), (c)

4.25 % Senior Notes due 2028

6 unchanged sentences

5.00 % Senior Notes due 2034

3.05 % Senior Notes due 2050

2.95 % Senior Notes due 2052

Notes payable to sellers and other third parties, bearing interest ranging from 2.42 % to 10.35 %, principal and interest payments due periodically with due dates ranging from 2028 to 2044 (a)

4 unchanged sentences

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

(b) Interest rate margin for term loan under Term Loan Agreement was 1.00 % at December 31, 2023.

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

Revolving Credit Agreement

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.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Credit Agreement

The Company has 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.

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.

Details of the Credit Agreement are as follows:

Revolver under Credit Agreement

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

The Revolving Credit Agreement (i) 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), (ii) provides for revolving advances up to an aggregate principal amount of $ 3,000,000 at any one time outstanding (subject to satisfaction of certain conditions at the time advances are made) and (iii) provides for, at the Company’s discretion, flexibility for an uncommitted upsize of the aggregate principal amount by up to $ 1,000,000 (to an aggregate principal amount of up to $ 4,000,000 ).

As of December 31, 2024, there are no commitments by lenders for any such increases in aggregate principal amount of revolving advances described in the preceding sentence.

The Revolving Credit Agreement provides for letters of credit in an aggregate amount not to exceed $ 320,000 and swing line loans in an aggregate amount not to exceed $ 100,000 , in each case, to be issued at the request of the Company subject to the terms therein and with such sublimits included in the aggregate commitments of the credit facility.

The Company has $ 4,401 of debt issuance costs related to the revolver under the Revolving Credit Agreement recorded in Other assets, net in the Consolidated Balance Sheets at December 31, 2024, which are being amortized through the maturity date, or February 27, 2029 .

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

dollars and Canadian dollars.

Interest accrues on revolving advances, at the Company’s option, (i) at a term rate based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator thereof) (“term SOFR”) or a base rate for U.S.

dollar borrowings, plus an applicable margin, and (ii) at a term rate based on the Canadian Overnight Repo Rate Average as administered and published by the Bank of Canada (or a successor administrator thereof) (“term CORRA”) or at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin.

Interest for term SOFR loans has a credit spread adjustment of 0.10 % for all applicable interest periods and interest for term CORRA loans has a credit spread adjustment of 0.29547 % for an interest period of one month’s duration and 0.32138 % for an interest period of three months’ duration.

Fees for letters of credit in U.S.

dollars and Canadian dollars are also based on the applicable margin.

The applicable margin used in connection with interest rates and fees is based on the debt rating of the Company’s public non-credit-enhanced, senior unsecured long-term debt (the “Debt Rating”).

The applicable margin for term SOFR loans, term CORRA loans and letter of credit fees ranges from 0.750 % to 1.250 %, and the applicable margin for U.S.

base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00 % to 0.250 %.

The Company will also pay a commitment fee based on the Debt Rating on the actual daily unused amount of the aggregate revolving commitments ranging from 0.065 % to 0.150 %.

The Revolving Credit Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements.

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

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

As of December 31, 2024, the Company was in compliance with all applicable covenants in the Revolving Credit Agreement .

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

Letters of credit outstanding

13 unchanged sentences

Amount drawn – U.S.

Term SOFR rate loan

Interest rate applicable – U.S.

Term SOFR rate loan

Interest rate margin – U.S.

Term SOFR rate loan

Amount drawn – U.S.

base rate loan

3 unchanged sentences

base rate loan

Amount drawn – Canadian Term CORRA loan

Interest rate applicable - Canadian term CORRA loan

Interest rate margin – Canadian term CORRA loan

Amount drawn – Canadian Term CORRA loan

Interest rate applicable - Canadian term CORRA loan

Interest rate margin – Canadian term CORRA loan

Amount drawn – Canadian prime rate loan

8 unchanged sentences

Commitment – rate applicable

Term loan under Credit Agreement

Amount drawn – U.S.

4 unchanged sentences

Term SOFR rate loan

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

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

Subject to certain specified conditions and additional deliveries, the Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that (i) the aggregate principal amount of such requests does not exceed $ 500,000 and (ii) the aggregate principal amount of commitments and term loans under the credit facility does not exceed $ 3,000,000 .

As of December 31, 2023, there are no commitments by lenders for any such increases in aggregate principal amount of revolving advances or additional term loans described in the preceding sentence.

The Company has $ 2,092 of debt issuance costs related to the revolver under the Credit Agreement recorded in Other assets, net in the Consolidated Balance Sheets at December 31, 2023, which are being amortized through the maturity date, or July 30, 2026 .

The Company is amortizing $ 8,674 of debt issuance costs related to the term loan under the Credit Agreement through the maturity date.

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

dollars and Canadian dollars.

Prior to the effectiveness of the amendment to the Credit Agreement dated as of October 31, 2022 (the “First Amendment”), interest accrued on the term loan under the Credit Agreement at a rate based on London interbank rate for specified interest periods (“LIBOR”) or a base rate, at the Company’s option, plus an applicable margin.

Following the effectiveness of the First Amendment, interest accrues on the term loan under the Credit Agreement at a rate based upon the secured overnight financing rate (“SOFR”) for specified interest periods (“Term SOFR”) (including for all Term SOFR loans, a credit spread adjustment of 0.10 % for all applicable interest periods) or a base rate, at the Company’s option, plus an applicable margin.

Interest accrues on revolving advances under the Credit Agreement, at the Company’s option, (i) (A) prior to the effectiveness of the First Amendment, at LIBOR, (B) following the effectiveness of the First Amendment, at Term SOFR or (C) a base rate for U.S.

dollar borrowings, in each case plus an applicable margin, and (ii) at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin.

Canadian dollar borrowings are also available by way of bankers’ acceptances or BA equivalent notes, subject to the payment of a drawing fee.

Certain fees for letters of credit in US dollars and Canadian dollars are also based on the applicable margin.

The applicable margin for LIBOR loans (prior to the effectiveness of the First Amendment), Term SOFR loans (following the effectiveness of the First Amendment), drawing fees for bankers’ acceptances, BA equivalent notes and certain letter of credit fees ranges from 0.750 % to 1.250 %.

The applicable margin for U.S.

base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00 % to 0.250 %.

The Company will also pay a fee based on the Debt Rating on the actual daily unused amount of the aggregate revolving commitments, ranging from 0.065 % to 0.150 %.‎

The Credit Agreement contains customary benchmark replacement mechanics in connection with certain benchmark transition events, as well as customary mechanics with respect to the unavailability of a tenor of a then-current benchmark rate.

The borrowings under the Credit Agreement are unsecured and there are no subsidiary guarantors under the Credit Agreement.

Proceeds from borrowings under the Credit Agreement may be used (i) to finance acquisitions, dividends or other equity distributions permitted under the Credit Agreement and (ii) for capital expenditures, working capital, payment of certain transaction fees and expenses, letters of credit and any other lawful corporate purposes.

The Credit Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements.

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

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

As of December 31, 2023

In addition to the $ 57,301 of letters of credit at December 31, 2024 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 113,385 under facilities other than the Revolving Credit Agreement.

2021 Revolving Credit and Term Loan Agreement

On February 27, 2024, the Company used a portion of the proceeds from borrowings under the Revolving Credit Agreement to (i) prepay the amounts outstanding under that certain 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

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

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 (ii) terminate the 2021 Revolving and Term Credit Agreement and the loan documents associated therewith.

2022 Term Loan Agreement

On October 31, 2022, the Company, 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 the Company in an aggregate stated principal amount of $ 800,000 .

The Company 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 Company is amortizing $ 1,725 of debt issuance costs through the maturity date, or July 30, 2026 .

Interest accrues on the term loan under the Term Loan Agreement at Term SOFR (including for all Term SOFR loans, a credit spread adjustment of 0.10 % for all applicable interest periods) or a base rate, at the Company’s option, plus an applicable margin.

The applicable margin used in connection with calculating interest rates and fees is based on the Company’s Debt Rating.

The applicable margin for Term SOFR loans ranges from 0.750 % to 1.250 % per annum, and the applicable margin for base rate loans ranges from 0.00 % to 0.250 % per annum.

The Term Loan Agreement contains customary benchmark replacement mechanics in connection with certain benchmark transition events, as well as customary mechanics with respect to the unavailability of a tenor of a then-current benchmark rate.

The borrowings under the Term Loan Agreement are unsecured and there are no subsidiary guarantors under the Term Loan Agreement.

The Term Loan Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements.

During the continuance of an event of default, the New TL Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Term Loan Agreement and related loan documents to be due and payable.

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

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

Private Placement Notes

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

On November 16, 2018, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of its 4.25 % Senior Notes due December 1, 2028 (the “2028 Senior Notes”).

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

On November 16, 2018, the Company completed an underwritten public offering of $ 500,000 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.

3 unchanged sentences

Commencing on September 1, 2028 (three months before the maturity date), the Company may redeem some or all of the 2028 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2028 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

On April 16, 2019, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of its 3.50 % Senior Notes due May 1, 2029 (the “2029 Senior Notes”).

On April 16, 2019, the Company completed an underwritten public offering of $ 500,000 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.

6 unchanged sentences

The Company may redeem some or all of the 2030 Senior Notes at its option prior to November 1, 2029 (three months before the maturity date) at any time and from time to time at a redemption price equal to the greater of 100 % of the principal amount of the 2030 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Senior Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Commencing on November 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2030 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2030 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

On March 13, 2020, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of 3.05 % Senior Notes due April 1, 2050 (the “2050 Senior Notes”).

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

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

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

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

on November 1, 2029 (three months before the maturity date), the Company may redeem some or all of the 2030 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2030 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

On March 13, 2020, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of 3.05 % Senior Notes due April 1, 2050 (the “2050 Senior Notes”).

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

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

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

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

6 unchanged sentences

Commencing on July 15, 2051 (six months before the maturity date), the Company may redeem some or all of the 2052 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2052 Senior Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

In connection with the Offering, the Company exercised its right to repay the $ 1,500,000 of Private Placement Notes then outstanding governed by the 2008 NPA and the 2016 NPA.

The Company repaid the Private Placement Notes then outstanding, including the $ 110,617 make-whole premium, with the net proceeds from the Offering and borrowings under the revolving credit facility provided under its Credit Agreement.

The Company recorded $ 115,288 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, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of its 3.20 % Senior Notes due June 1, 2032 (the “New 2032 Senior Notes”).

On March 9, 2022, the Company completed an underwritten public offering of $ 500,000 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.

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Commencing on March 1, 2032 (three months before the maturity date), the Company may redeem some or all of the New 2032 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the New 2032 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

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

WASTE CONNECTIONS, INC.

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

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

On August 18, 2022, the Company completed an underwritten public offering of $ 750,000 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.

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Commencing on October 15, 2032 (three months before the maturity date), the Company may redeem some or all of the 2033 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2033 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

On February 21, 2024, the Company completed an underwritten public offering of $ 750,000 aggregate principal amount of 5.00 % Senior Notes due March 1, 2034 (the “2034 Senior Notes”).

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

The Company is amortizing a $ 8,738 debt discount and $ 6,978 of debt issuance costs through the maturity date of the 2034 Senior Notes.

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

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

On June 13, 2024, the Company completed an underwritten public offering of CAD $ 500,000,000 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.

The Company is amortizing a $ 245 debt discount and $ 2,656 of debt issuance costs through the maturity date of the New 2029 Senior Notes.

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

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

The Company pays interest on the Senior Notes semi-annually in arrears.

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The Senior Notes are not guaranteed by any of the Company’s subsidiaries.

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

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will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the Senior Notes.

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

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

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

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

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

As of December 31, 2023 and 2022, the Company was in compliance with all applicable covenants in the Indenture as in effect on the applicable date.

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

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

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As of December 31, 2024, aggregate contractual future principal payments by calendar year on long-term debt are due as follows:

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and Level 3, defined as unobservable inputs that are not corroborated by market data.

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

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

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

government and agency securities.

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

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

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

government and agency securities and Canadian bankers’ acceptance notes.

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

government securities, agency securities and Canadian bankers’ acceptance notes.

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

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Contingent consideration

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

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

In addition to surety bonds, these requirements may also be

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

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

At December 31, 2024 and 2023, the Company had provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $ 934,330 and $ 901,283 , respectively, to secure its asset closure and retirement requirements and $ 1,077,021 and $ 743,816 , respectively, to secure performance under collection contracts and landfill operating agreements.

8 unchanged sentences

During the years ended December 31, 2024, 2023 and 2022, the Company paid $ 139,973 , $ 145,598 and $ 112,136 , respectively, under the respective fuel purchase contracts then outstanding.

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As of December 31, 2024, future minimum purchase commitments, by calendar year, are as follows:

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At December 31, 2024 and 2023, the long-term portion of remediation reserves was $ 7,186 and $ 4,289 , respectively, which is included in Other long-term liabilities in the Consolidated Balance Sheets.

Any substantial increase

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in the liabilities for remediation of environmental damage incurred by the Company could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Any substantial increase in the liabilities for remediation of environmental damage incurred by the Company could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Legal Proceedings

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federal, state and local agencies.

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

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

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

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

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

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

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

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Jefferson Parish, Louisiana Landfill Litigation

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

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

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

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

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

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

Louisiana Regional Landfill Company, et al .

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

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

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

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

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

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

The Ictech-Bendeck plaintiffs assert claims for damages from odors allegedly emanating from the JP Landfill.

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

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

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

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

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amended motion for class certification.

The putative class plaintiffs seek unspecified damages.

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

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

The Ictech-Bendeck plaintiffs seek unspecified damages.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Briefing on the class action plaintiffs’ motion for class certification was completed on June 26, 2024.

An evidentiary hearing on certain class certification issues was held on February 3 and 4, 2025.

The Court’s decision is pending.

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

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

The settlement agreement purports to assign to

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the Ictech-Bendeck plaintiffs the Parish’s claims against the Company defendants.

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

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

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

Los Angeles County, California Landfill Expansion Litigation

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The CC Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.25 million tons of materials for disposal and beneficial use in 2024.

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

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

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

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

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

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

County of Los Angeles, No.

BS171262 (Los Angeles Co.

Super Ct.) (the “Complaint”).

County of Los Angeles (the “Complaint”).

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

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

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

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

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

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

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

The next steps contemplated by the settlement agreement include:

completion of review by the County;

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

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

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

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

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

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

However, because the County was unable to fully implement the settlement agreement or provide a viable alternative solution to address the severe tonnage restrictions that took effect on January 1, 2025, maintaining ongoing operations at the Landfill was no longer economically viable.

Thus, CCL closed active waste disposal operations as of December 31, 2024.

On January 10, 2025, CCL and the County appeared before the Superior Court for a trial setting conference and the Court set the remaining claims for a bench trial, beginning October 13, 2025.

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

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

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

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

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

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

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On July 17, 2018, the court granted CCL leave to pay the $ 11,600 B&T fee and to amend its Complaint in the CUP lawsuit to reflect the payment under protest, allowing the challenge to the B&T fee under the Mitigation Fee Act to proceed in the CUP lawsuit.

CCL paid the B&T fee under protest on August 10, 2018, and also paid on that date the administrative penalty of $ 83 and a noncompliance fee of $ 0.75 .

CCL paid the B&T fee under protest on August 10, 2018, and also paid on that date the administrative penalty of $ 83 and the noncompliance fee of $ 0.75 .

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

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

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

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

However, as described above, CCL has now closed the Chiquita Canyon Landfill for the acceptance of waste as of December 31, 2024, and CCL’s remaining claims have been set for trial.

A status conference and order to show cause in this case is currently set for May 8, 2025.

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

Elevated Temperature Landfill Event

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

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

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South Coast Air Quality Management District Hearing Board Case No.

6177-4 and Elevated Temperature Landfill Event

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

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

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

Since May 2023, CCL has received approximately 301 NOVs for alleged violations of SCAQMD Rule 402.

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

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

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

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

CCL has also received sixteen additional NOVs from SCAQMD alleging violations of the Stipulated Order for Abatement, the California Health & Safety Code, other SCAQMD rules, and CCL’s Title V permit.

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

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

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

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

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

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

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

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

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

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

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

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

Modifications to the Stipulated Order were approved by the Hearing Board after hearings on January 16 and 17, March 21, April 24, August 17, 20, and 27, and November 13, 2024.

The modified Stipulated Order contains 96 conditions.

The next status and modification hearing is scheduled for April 16 and 17, 2025.

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

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

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

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

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

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

CCL has provided a full response to the alleged violations.

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

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

CCL has submitted full responses to both SOVs from DTSC.

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

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

CCL has submitted a full response to the alleged violations.

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

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

At this time, the Company is not able to determine the likelihood of any outcome of the resolution of these alleged violations, including the amount of penalties.

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

However, the Water Board had not yet granted the final approval needed for CCL to access otherwise permitted and constructed airspace when the CC Landfill closed to active waste disposal operations as of December 31, 2024.

Chiquita Canyon Landfill Civil Litigation

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

and Waste Connections US, Inc.

These began with Howse et al.

Chiquita Canyon, LLC, et al.

(Los Angeles Co.

Superior Court;

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

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

October 4, 2023).

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

In November 2024, Judge Frimpong in the Central District of California consolidated Howse and all other then filed, related cases into In re Chiquita Landfill Litigation.

Master File No.

2:23-CV-08380-MEMF-MAR.

As additional, related cases have been filed, the Company has sought to consolidate them with In re Chiquita .

There are approximately 9,200 total plaintiffs in these civil lawsuits as of February 5, 2025, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

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

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

Plaintiffs seek all costs of suits and attorneys’ fees.

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

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

The additional cases include:

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court;

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

March 25, 2024)‎;

Siryani et al.

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court;

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

on April 29, 2024)‎;

Adams Evans et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

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

on July 5, 2024)‎;

Aleksanyan et al.

Chiquita Canyon, LLC et al.

filed May 20, 2024);

Jolene Acosta et al., v.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

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

on July 12, 2024);

Quaiden Fenstermaker et.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

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

on July 13, 2024)‎;

Briana Mejia et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

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

on July 15, 2024);

Araiza et al.

Chiquita Canyon, LLC et al.

filed June 3, 2024);

Melineh Gasparians et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed June 10, 2024;

removed to U.S.D.C.

on September 4, 2024);

Claudia Rivera et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

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

on July 22, 2024)‎;

Alejandra Suarez et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed June 20, 2024;

removed to U.S.D.C.

on July 29, 2024) ;

‎ Geon Hwang, et al.

Chiquita Canyon, LLC et al.

filed July 8, 2024);

Anabel Austin, et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed July 9, 2024;

removed to U.S.D.C.

on August 16, 2024);

Isabell ‎Dolores Palomino et al.

Chiquita Canyon, LLC et al.

filed July 12, 2024);

Stephanie Audish et al.

Chiquita Canyon, LLC (Los Angeles Superior Court;

filed July 16, 2024);

Scott Benjamin Siegal et.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

filed July 16, 2024);

Alina Hakopyan et al.

Chiquita Canyon, LLC (Los Angeles Superior Court;

filed August 6, 2024);

Kaiden Alim et al.

Chiquita Canyon, LLC et al.

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

Nicholas Difatta et al.

Chiquita Canyon, LLC et al.

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

Jane Chun-Won Yang et al.

Chiquita Canyon, LLC et al.

filed on November 19, 2024);

Maria Magdalena Alanis, et al.

Chiquita Canyon, LLC et al.

filed January 6, 2025, transferred to Judge Frimpong but not yet consolidated).

One law firm filed 359 individual cases in Los Angeles Superior Court, which the Company related and consolidated to that firm’s first filed case, Serieddine et al.

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court;

filed January 8, 2024), and removed the cases en masse as In re Serieddine .

In re Serieddine is consolidated in In re Chiquita Landfill Litigation .

Three cases have been filed, but not yet served:

Chiquita Canyon, LLC et al.

filed on November 22, 2024), Fernando Perez et al.

Chiquita Canyon, LLC et al.

filed December 30, 2024), Nancy Mariel Aguilar et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed January 27, 2025).

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

County of Los Angeles Litigation

Based upon the same facts alleged in the above-referenced “Chiquita Canyon Landfill Civil Litigation,” on December 17 2024, Los Angeles County filed a complaint in the U.S.

District Court, Central District of California, No.

2:24-cv-10819-RGK-PD, against Chiquita Canyon, LLC, Chiquita Canyon, Inc.

and Waste Connections US, Inc.

This case has been assigned to Judge Frimpong, the same judge overseeing In Re Chiquita Landfill Litigation.

An answer or responsive pleading is due on February 19, 2025.

The County’s lawsuit alleges public nuisance under California statutes and Los Angeles County ordinances, public nuisance per se, and unfair business practices related to the alleged violation of ordinances referenced in the public nuisance claims.

The County seeks an injunction to bring the CC Landfill into compliance with all local, state, and federal laws and regulations, including all necessary measures to “contain and extinguish” the ETLF, prevent odors and gases from reaching any residential zone, and eliminate leachate seeps;

subsidize the relocation of affected citizens living near the Landfill;

and subsidize mitigation measures undertaken by affected citizens living, working, or studying near the Landfill, such as the purchase of air purification systems, double paned windows, home hardening, and assistance with utility bills.

Alternatively, the County requests the appointment of a receiver to take possession and control of the Landfill.

The County also seeks to recover civil penalties and attorney’s fees.

The Company is not able to determine the potential penalty amount that the County will seek in this lawsuit.

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

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

Collective Bargaining Agreements

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

As of December 31, 2024, 3,774 employees, or approximately 16 % of the Company’s workforce, were employed under collective bargaining agreements.

The Company has 25 collective bargaining agreements covering 1,603 employees, or approximately 7 % of its workforce, that have expired or are set to expire in 2025.

The Company does not expect any significant disruption in its overall business in 2025 as a result of labor negotiations, employee strikes or organizational efforts.

12 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

Cash Dividend

7 unchanged sentences

Under the NCIB, the Company may make share repurchases only in the open market, including on the NYSE, the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction.

In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems is limited to a maximum of 63,103 common shares, which represents 25% of the average daily trading volume on the TSX of 252,412 common shares for the period from February 1, 2023 to July 31, 2023.

In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems are limited to a maximum of 60,089 common shares, which represents 25% of the average daily trading volume on the TSX of 240,359 common shares for the period from February 1, 2024 to July 31, 2024.

The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit.

2 unchanged sentences

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

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

For the year ended December 31, 2022, the Company repurchased 3,388,155 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 424,999 .

For each of the years ended December 31, 2024 and 2023, the Company did no t repurchase any common shares pursuant to the NCIB in effect during that period.

For the year ended December 31, 2022, the Company repurchased 3,388,155 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 424,999 .

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

As of December 31, 2024, the maximum number of shares available for repurchase under the current NCIB was 12,901,981 .

Common Shares

4 unchanged sentences

For future grants under the Employee Share Purchase Plan

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Common Shares Held in Trust

1 unchanged sentence

and Canadian employees participating in certain share-based compensation plans.

A total of 735,171 common shares were held in the trust on June 1, 2016 when it was acquired by the Company in the Progressive Waste acquisition.

A total of 735,171 common shares were held in the trust on June 1, 2016 when it

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

was acquired by the Company in the Progressive Waste acquisition.

Common shares held in trust are classified as treasury shares in the Company’s Consolidated Balance Sheets.

27 unchanged sentences

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

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

On each of July 24, 2017 and 2018, the Board of Directors approved certain housekeeping amendments to the 2016 Plan.

The 2016 Plan, as amended, is administered by the Company’s Compensation Committee and provides that the aggregate number of common shares which may be issued

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

On each of July 24, 2017 and 2018, the Board of Directors approved certain housekeeping amendments to the 2016 Plan.

The 2016 Plan, as amended, is administered by the Company’s Compensation Committee and provides that the aggregate number of common shares which may be issued from treasury pursuant to awards made under the 2016 Plan is 7,500,000 common shares.

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

from treasury pursuant to awards made under the 2016 Plan is 7,500,000 common shares.

Awards under the 2016 Plan may be made to employees, consultants and non-employee directors and may be made in the form of options, warrants, restricted shares, restricted share units, performance awards (which may be paid in cash, common shares, or a combination thereof), dividend equivalent awards (representing a right of the holder thereof to receive the equivalent value (which may be paid in cash or common shares) of dividends paid on common shares), and share payments (a payment in the form of common shares or an option or other right to purchase common shares as part of a bonus, defined compensation or other arrangement).

24 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

A summary of activity related to PSUs during the year ended December 31, 2024, is presented below:

39 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

Deferred Share Units

10 unchanged sentences

Outstanding at December 31, 2023

Share settled

Outstanding at December 31, 2024

Other Restricted Share Units

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

A summary of activity related to Progressive Waste RSUs during the year ended December 31, 2024, is presented below:

3 unchanged sentences

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

Share-Based Options

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

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

Outstanding at December 31, 2022

Outstanding at December 31, 2023

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

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

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

OTHER COMPREHENSIVE INCOME (LOSS)

30 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

Income before provision for income taxes consists of the following:

14 unchanged sentences

Effect of international operations

Federal tax credits

Share-based compensation

The comparability of the Company’s income tax provision for the reported periods has been affected by variations in its income before income taxes.

4 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

The significant components of deferred income tax assets and liabilities, reduced by valuation allowances as applicable, are presented below:

11 unchanged sentences

Property and equipment

Landfill closure and post-closure

Prepaid expenses

6 unchanged sentences

( 1,022,480 )

( 1,013,742 )

The Company has $ 14,901 of Canadian tax loss carryforwards with a 20-year carryforward period which will begin to expire in 2036, as well as various U.S.

13 unchanged sentences

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

SEGMENT REPORTING

1 unchanged sentence

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

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

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

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

The Company manages its operations through the following six geographic solid waste operating segments:

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

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

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

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

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

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

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

The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s President and Chief Executive Officer.

The CODM evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA.

The Company defines 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.

The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.

A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 17.

Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2024, 2023 and 2022, is shown in the following tables:

Depreciation and

December 31, 2024

Total Assets (e)

Corporate (a), (d)

Corporate (a), (f)

Intercompany revenue (b)

( 1,275,398 )

Reported revenue

Segment expenses (c)

( 1,277,911 )

( 1,200,768 )

( 1,146,988 )

( 6,075,151 )

Segment EBITDA (d)

Segment EBITDA margin

Depreciation and amortization

( 1,163,769 )

Other segment items (e)

Income before income tax provision

Capital expenditures

Total assets (g)

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Depreciation and

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

December 31, 2023

Total Assets (e)

Corporate (a), (d)

Depreciation and

Corporate (a), (f)

Intercompany revenue (b)

( 1,145,781 )

Reported revenue

Segment expenses (c)

( 1,186,084 )

( 1,124,272 )

( 1,027,172 )

( 5,543,632 )

Segment EBITDA (d)

Segment EBITDA margin

Depreciation and amortization

( 1,003,211 )

Other segment items (e)

Income before income tax provision

Capital expenditures

Total assets (g)

December 31, 2022

Total Assets (e)

Corporate (a), (d)

Corporate (a), (f)

Intercompany revenue (b)

Reported revenue

Segment expenses (c)

( 1,003,096 )

( 1,027,920 )

( 5,032,479 )

Segment EBITDA (d)

Segment EBITDA margin

Depreciation and amortization

Other segment items (e)

Income before income tax provision

Capital expenditures

Total assets (g)

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

Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented.

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

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

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

For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Note 3.

These expenses include cost of operations and selling, general, and administrative expenses as presented in the Company’s consolidated statements of operations.

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

(d) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in Note 3.

For all geographic operating segments, other segment items consist of gains and losses on:

disposal of assets, disposal of operations, litigation settlements, environmental remediation, real estate leases, landfill closure adjustments, contingent liability adjustments, impairments, foreign currency gains/losses and interest income.

See Note 3 for more information relating to landfill closure adjustments and impairments recorded in the Western segment from the Company’s decision to cease active waste disposal operations at its Chiquita Canyon Landfill.

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

3 unchanged sentences

Goodwill acquired

Goodwill acquisition adjustments

Goodwill divested

Impact of changes in foreign currency

1 unchanged sentence

Goodwill acquired

Goodwill acquisition adjustments

Goodwill divested

Impact of changes in foreign currency

Balance as of December 31, 2024

WASTE CONNECTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

United States

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

Years ended December 31,

Western segment EBITDA

Southern segment EBITDA

Central segment EBITDA

Eastern segment EBITDA

Canada segment EBITDA

MidSouth segment EBITDA

Subtotal reportable segments

Unallocated corporate overhead

Amortization of intangibles

Impairments and other operating items

Interest expense

Interest income

Other income, net

Loss on early extinguishment of debt

Income before income tax provision

NET INCOME PER SHARE INFORMATION

12 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

39 unchanged sentences

Not applicable

Local 813 Pension Trust Fund

13-1975659 - 001

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

Automobile Mechanics’ Local No.

2 unchanged sentences

Not applicable

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

Local 813 Pension Trust Fund

13-1975659 - 001

Not applicable

Critical and Declining for the plan year beginning 1/1/2024

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

IAM National Pension Fund

51-6031295 - 002

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

91-6028571 - 001

Not applicable

International Union of Operating Engineers Pension Trust

19 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

3 unchanged sentences

of T., Pension Fund for plan years ending September 30, 2023, 2022 and 2021;

2) Teamsters Local 301 Pension Fund for plan years ending December 31, 2022, 2021 and 2020;

2) Suburban Teamsters of Northern Illinois Pension Plan for the plan years ending December 31, 2023, 2022 and 2021;

3) Teamsters Local 301 Pension Fund for plan years ending December 31, 2023, 2022 and 2021;

4) Local 813 Pension Trust Fund for the plan year ending December 31, 2023;

and 5) Recycling and General Industrial Union Local 108 Pension Fund for the plan years ending December 31, 2023, 2022 and 2021.

24 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data