What changed in this filing

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Item 1. Financial Statements

2025-04-24 compared with 2024-10-24 · 310 added, 475 removed, 760 unchanged (51% of the section changed)

4 unchanged sentences

dollars, except share and per share amounts)

September 30,

Current assets:

Cash and equivalents

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

Accounts receivable, net of allowance for credit losses of $ 25,280 and $ 25,730 at March 31, 2025 and December 31, 2024, respectively

Prepaid expenses and other current assets

24 unchanged sentences

Common shares:

258,062,086 shares issued and 258,009,392 shares outstanding at September 30, 2024;

258,364,361 shares issued and 258,318,013 shares outstanding at March 31, 2025;

258,067,487 shares issued and 258,019,389 shares outstanding at December 31, 2024

2 unchanged sentences

Treasury shares:

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

46,348 and 48,098 shares at March 31, 2025 and December 31, 2024, respectively

Retained earnings

7 unchanged sentences

dollars, except share and per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating expenses:

6 unchanged sentences

Interest income

Other income, net

Other income (expense), net

Income before income tax provision

Income tax provision

Net loss (income) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests

Net income attributable to Waste Connections

6 unchanged sentences

(In thousands of U.S.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Other comprehensive income (loss), before tax:

2 unchanged sentences

Foreign currency translation adjustment

Other comprehensive income (loss), before tax

Income tax expense (benefit) related to items of other comprehensive income (loss)

Other comprehensive income (loss), net of tax

Other comprehensive loss, before tax

Income tax (expense) benefit related to items of other comprehensive loss

Other comprehensive loss, net of tax

Comprehensive income

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive loss attributable to noncontrolling interests

Comprehensive income attributable to Waste Connections

23 unchanged sentences

Foreign currency translation adjustment

Net income (loss)

Balances at March 31, 2025

Vesting of restricted share units

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

Equity-based compensation

Exercise of warrants

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Purchase of noncontrolling interests

Net income (loss)

Balances at June 30, 2024

Sale of common shares held in trust

Vesting of restricted share units

Vesting of deferred share units

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

Equity-based compensation

Exercise of warrants

Issuance of shares under employee share purchase plan

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at September 30, 2024

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

22 unchanged sentences

Foreign currency translation adjustment

Balances at March 31, 2023

Vesting of restricted share units

Vesting of performance-based restricted share units

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

Equity-based compensation

Exercise of warrants

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Net income (loss)

Balances at June 30, 2023

Vesting of restricted share units

Restricted share units released from deferred compensation plan

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

Equity-based compensation

Exercise of warrants

Issuance of shares under employee share purchase plan

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at September 30, 2023

Balances at March 31, 2024

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

2 unchanged sentences

(In thousands of U.S.

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Interest accretion

Payment of contingent consideration recorded in earnings

Adjustments to contingent consideration

6 unchanged sentences

Proceeds from disposal of assets

Proceeds from sale of investment in noncontrolling interests

Net cash used in investing activities

( 1,334,579 )

( 1,185,613 )

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

( 1,350,932 )

( 1,383,415 )

Payment of contingent consideration recorded at acquisition date

5 unchanged sentences

Proceeds from sale of common shares held in trust

Net cash provided by (used in) financing activities

Net cash provided by financing activities

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

8 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

BASIS OF PRESENTATION AND SUMMARY

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

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

and its subsidiaries (the “Company”) for the three month periods ended March 31, 2025 and 2024.

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

18 unchanged sentences

Accounting Standards Pending Adoption

Disclosure of Significant Segment Expenses and Other Segment Items .

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

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

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

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

Early adoption is permitted.

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

Additional Income Tax Disclosures .

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

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued a final standard on improvements to income tax disclosures.

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

The guidance also requires all entities to disclose

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 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

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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 standard retrospectively.

3 unchanged sentences

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Industrial and construction roll off

4 unchanged sentences

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

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

Substantially all of the deferred revenue recorded as of December 31, 2024 was recognized as revenue during the three months ended March 31, 2025 when the service was performed.

See Note 10 for additional information regarding revenue by reportable segment.

2 unchanged sentences

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

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

The Company had $ 28,411 and $ 28,161 of deferred sales incentives at March 31, 2025 and December 31, 2024, respectively.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

ACCOUNTS RECEIVABLE

7 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

Beginning balance

5 unchanged sentences

LANDFILL ACCOUNTING

At September 30, 2024, the Company’s landfills consisted of 102 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,309,698 at September 30, 2024.

At March 31, 2025, the Company’s landfills consisted of 101 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,335,719 at March 31, 2025.

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

10 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Based on remaining permitted capacity as of March 31, 2025, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 32 years .

As of March 31, 2025, the Company is seeking to expand permitted capacity at six of its owned landfills and two landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable.

Although the Company cannot be certain that all future expansions will be permitted as designed, the average remaining life, when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume, of the Company’s owned landfills and landfills operated under life-of-site operating agreements is approximately 34 years .

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

During the nine months ended September 30, 2024 and 2023, the Company expensed $ 207,887 and $ 192,314 , respectively, or an average of $ 5.27 and $ 5.11 per ton consumed, respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

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

During the three months ended March 31, 2025 and 2024, the Company expensed $ 59,410 and $ 62,525 , respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

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

7 unchanged sentences

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

During the nine months ended September 30, 2024 and 2023, the Company expensed $ 22,768 and $ 13,554 , respectively, or an average of $ 0.58 and $ 0.36 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.

During the three months ended March 31, 2025 and 2024, the Company expensed $ 11,872 and $ 9,356 , respectively, related to final capping, closure and post-closure accretion expense.

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

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

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2024 to March 31, 2025:

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

Liability adjustments

Accretion expense associated with landfill obligations

Accretion expense

Closure payments

Assumption of closure liabilities from acquisitions

Foreign currency translation adjustment

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

Final capping, closure and post-closure liability at March 31, 2025

Liability adjustments of $ 14,587 for the three months ended March 31, 2025, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Liability adjustments of $ 7,510 for the nine months ended September 30, 2024, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed.

At March 31, 2025 and December 31, 2024, the current portion of final capping, closure and post-closure liabilities, included in Accrued Liabilities on the Condensed Consolidated Balance Sheets, was $ 185,118 and $ 199,735 , respectively, and the long-term portion of final capping, closure and post-closure liabilities, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, was $ 629,602 and $ 660,388 , respectively.

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

At September 30, 2024 and December 31, 2023, $ 10,736 and $ 12,381 , respectively, of the Company’s restricted cash balance and $ 76,420 and $ 59,551 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired 17 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and four individually immaterial E&P waste treatment and disposal business during the nine months ended September 30, 2024.

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

At March 31, 2025 and December 31, 2024, $ 12,589 and $ 8,852 , respectively, of the Company’s restricted cash balance and $ 74,058 and $ 77,855 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired three immaterial non-hazardous solid waste collection and recycling businesses and one immaterial E&P waste treatment and disposal business during the three months ended March 31, 2025.

The total transaction-related expenses incurred during the three months ended March 31, 2025 for these acquisitions were $ 11,970 .

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

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

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

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

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

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

5 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Fair value of consideration transferred:

2 unchanged sentences

Prepaid expenses and other current assets

Restricted investments

Operating lease right-of-use assets

11 unchanged sentences

Total identifiable net assets

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

The fair value of acquired working capital related to five individually immaterial acquisitions completed during the twelve months ended September 30, 2024, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

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

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

The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2024, was $ 96,391 , of which $ 5,499 was expected to be uncollectible.

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

Goodwill acquired during the three months ended March 31, 2025 and 2024, totaling $ 55,780 and $ 234,743 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to six immaterial acquisitions completed during the twelve months ended March 31, 2025, 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 six acquisitions are not expected to be material to the Company’s financial position.

The adjustments recorded during the three months ended March 31, 2025 relating to finalizing the acquired working capital for the individually immaterial acquisitions completed during the twelve months ended December 31, 2024 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the three months ended March 31, 2025, was $ 17,088 , of which $ 168 was expected to be uncollectible.

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

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

2 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

INTANGIBLE ASSETS, NET

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

Intangible assets, exclusive of goodwill, consisted of the following at March 31, 2025:

Finite-lived intangible assets:

7 unchanged sentences

( 1,302,505 )

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

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

The weighted-average amortization period of finite-lived permits and other acquired during the nine months ended September 30, 2024 was 37.6 years.

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the three months ended March 31, 2025 was 8.5 years.

The weighted-average amortization period of customer lists acquired during the three months ended March 31, 2025 was 10.2 years.

The weighted-average amortization period of finite-lived permits and other acquired during the three months ended March 31, 2025 was 37.2 years.

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

8 unchanged sentences

( 1,258,507 )

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

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of March 31, 2025 is as follows:

For the year ending December 31, 2025

6 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

Three Months Ended September 30,

Nine Months Ended September 30,

Operating lease cost

Finance lease cost:

Amortization of leased assets

Interest on leased liabilities

Total lease cost

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

Nine Months Ended September 30,

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

Operating cash flows from operating leases

Operating cash flows from finance leases

Financing cash flows from finance leases

Non-cash activity:

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

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

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

Nine Months Ended September 30,

Weighted average remaining lease term - operating leases

Weighted average remaining lease term - finance leases

Weighted average discount rate - operating leases

Weighted average discount rate - finance leases

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

Operating Leases

Finance Leases

Last 3 months of 2024

Minimum lease payments

imputed interest

Present value of minimum lease payments

current portion of lease liabilities

Long-term portion of lease liabilities

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

LONG-TERM DEBT

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

September 30,

The following table presents the Company’s long-term debt at March 31, 2025 and December 31, 2024:

Revolving Credit Agreement, bearing interest ranging from 4.02 % 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)

4.25 % Senior Notes due 2028

14 unchanged sentences

____________________

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

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

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

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

(a) Interest rates represent the interest rates at March 31, 2025.

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

2022 Term Loan Agreement

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Revolving Credit Agreement

On February 27, 2024, 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 from time to time party thereto (the “Lenders”) entered into that certain Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), pursuant to which the Lenders made loans and other credit extensions to the Company under a revolving credit facility.

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

September 30,

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.

Details of the Revolving Credit Agreement at March 31, 2025 and December 31, 2024 are as follows:

Letters of credit outstanding

9 unchanged sentences

Amount drawn – U.S.

Term SOFR rate loan

Interest rate applicable – U.S.

Term SOFR rate loan

Amount drawn – U.S.

base rate loan

7 unchanged sentences

Interest rate applicable - Canadian prime rate loan

Amount drawn – Canadian bankers’ acceptance

Interest rate applicable – Canadian bankers’ acceptance

Amount drawn – Canadian bankers’ acceptance

Interest rate applicable – Canadian bankers’ acceptance

Commitment – rate applicable

Amount drawn – U.S.

Term SOFR rate loan

Interest rate applicable – U.S.

Term SOFR rate loan

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

In addition to the $ 57,736 of letters of credit at September 30, 2024 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 114,357 under facilities other than the Revolving Credit Agreement.

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

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 ).

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.

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 %.

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

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

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

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

The 2034 Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and senior to any of its future subordinated debt.

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

The Company may, prior to December 1, 2033 (three months before the maturity date) (the “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 its 4.50 % Senior Notes due 2029 (the “New 2029 Senior Notes” and, together with the 2034 Senior Notes, the “Senior Notes”).

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

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

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

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

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

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

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

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

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

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

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

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

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

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

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

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

In addition to the $ 56,150 of letters of credit at March 31, 2025 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 111,868 under facilities other than the Revolving Credit Agreement.

SEGMENT REPORTING

1 unchanged sentence

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

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

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

For the three months ended March 31, 2025, the Company managed its operations through the following six geographic solid waste operating segments:

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

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

4 unchanged sentences

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

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).

2 unchanged sentences

A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 10.

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

Three Months Ended

September 30, 2024

Corporate (a)

Summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2025 and 2024, is shown in the following tables:

Three Months Ended

September 30, 2023

Corporate (a)

Nine Months Ended

September 30, 2024

Corporate (a)

March 31, 2025

Corporate (a), (f)

Intercompany revenue (b)

Reported revenue

Segment expenses (c)

( 1,541,577 )

Segment EBITDA (d)

Segment EBITDA margin

Depreciation and amortization

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 OR AS OTHERWISE NOTED)

Nine Months Ended

September 30, 2023

Corporate (a)

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Three Months Ended

March 31, 2024

Corporate (a), (f)

Intercompany revenue (b)

Reported revenue

Segment expenses (c)

( 1,442,518 )

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.

2 unchanged sentences

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

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

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

September 30,

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

Balance as of December 31, 2023

Goodwill acquired

Impact of changes in foreign currency

Balance as of September 30, 2024

These expenses include cost of operations and selling, general, and administrative expenses as presented in the Company’s Condensed Consolidated Statements of Net Income.

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

(e) 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.

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

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

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following tables show changes in goodwill during the three months ended March 31, 2025 and 2024, by reportable segment:

Balance as of December 31, 2024

2 unchanged sentences

Impact of changes in foreign currency

Balance as of September 30, 2023

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

Three Months Ended

Nine Months Ended

September 30,

Western segment EBITDA

Southern segment EBITDA

Eastern segment EBITDA

Central 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

Income before income tax provision

Balance as of March 31, 2025

Balance as of December 31, 2023

Goodwill acquired

Goodwill acquisition adjustments

Impact of changes in foreign currency

Balance as of March 31, 2024

DERIVATIVE FINANCIAL INSTRUMENTS

5 unchanged sentences

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

The interest rate swaps outstanding at March 31, 2025 were specifically designated to the Revolving Credit Agreement and accounted for as cash flow hedges.

At March 31, 2025, the Company’s derivative instruments included four interest rate swap agreements as follows:

Interest Rate

15 unchanged sentences

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The fair values of derivative instruments designated as cash flow hedges at March 31, 2025, were as follows:

Derivatives Designated as Cash

9 unchanged sentences

____________________

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

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at March 31, 2025 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

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

10 unchanged sentences

Total derivatives designated as cash flow hedges

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

The following tables summarize the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three months ended March 31, 2025 and 2024:

Amount of (Gain) or Loss Reclassified

7 unchanged sentences

Three Months Ended

September 30,

Interest rate swaps

Interest expense

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Amount of (Gain) or Loss Reclassified

Designated as Cash

Amount of Gain or (Loss) Recognized

from AOCIL into Earnings,

as AOCIL on Derivatives, Net of Tax (a)

Classification

Net of Tax (b)

Nine Months Ended

September 30,

Interest rate swaps

Interest expense

____________________

5 unchanged sentences

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

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

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

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

As of March 31, 2025 and December 31, 2024, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of March 31, 2025 and December 31, 2024, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

within the fair value hierarchy.

The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of March 31, 2025 and December 31, 2024, are as follows:

Carrying Value at

Fair Value (a) at

September 30,

4.25 % Senior Notes due 2028

12 unchanged sentences

For details on the fair value of the Company’s interest rate swaps, restricted cash and investments and contingent consideration, refer to Note 14.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

NET INCOME PER SHARE INFORMATION

The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

Nine Months Ended

September 30,

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

8 unchanged sentences

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

At March 31, 2025 and December 31, 2024, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

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

5 unchanged sentences

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

government, agency securities and Canadian bankers’ acceptance notes.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

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

Fair Value Measurement at September 30, 2024 Using

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

The Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024, were as follows:

Fair Value Measurement at March 31, 2025 Using

Quoted Prices in

13 unchanged sentences

Contingent consideration

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

Nine Months Ended September 30,

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Beginning balance

1 unchanged sentence

Payment of contingent consideration recorded at acquisition date

Payment of contingent consideration recorded in earnings

Adjustments to contingent consideration

Interest accretion expense

Foreign currency translation adjustment

Ending balance

1 unchanged sentence

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

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

Three Months Ended September 30, 2024

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

Three Months Ended September 30, 2023

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

Nine Months Ended September 30, 2024

The components of other comprehensive income (loss) and related tax effects for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended March 31, 2025

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

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

A rollforward of the amounts included in AOCIL, net of taxes, for the three months ended March 31, 2025 and 2024, is as follows:

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at September 30, 2024

Balance at March 31, 2025

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at September 30, 2023

Balance at March 31, 2024

See Note 11 for further discussion on the Company’s derivative instruments.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

SHAREHOLDERS’ EQUITY

1 unchanged sentence

Restricted Share Units

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

A summary of activity related to restricted share units (“RSUs”) during the three-month period ended March 31, 2025, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at September 30, 2024

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

Outstanding at March 31, 2025

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the three-month period ended March 31, 2025 was $ 185.66 .

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

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

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

At March 31, 2025 and 2024, the Company had 29,092 and 29,980 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Share Units

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

A summary of activity related to performance-based restricted share units (“PSUs”) during the three-month period ended March 31, 2025, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at September 30, 2024

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

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

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

Outstanding at March 31, 2025

WASTE CONNECTIONS, INC.

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(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

During the three months ended March 31, 2025, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2027 .

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

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the three-month period ended March 31, 2025 was $ 176.19 .

Deferred Share Units

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

A summary of activity related to deferred share units (“DSUs”) during the three-month period ended March 31, 2025, is presented below:

Vested Shares

Outstanding at December 31, 2024

Share settled

Outstanding at September 30, 2024

Outstanding at March 31, 2025

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

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

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the three-month period ended March 31, 2025 was $ 189.04 .

Other Restricted Share Units

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

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

A summary of activity related to Progressive Waste RSUs during the three-month period ended March 31, 2025, is presented below:

Outstanding at December 31, 2024

Outstanding at September 30, 2024

Outstanding at March 31, 2025

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

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

Employee Share Purchase Plan

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

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

Under the ESPP, employees purchased 29,808 of the Company’s common shares for $ 3,908 during the nine months ended September 30, 2023.

Under the ESPP, employees purchased 15,922 of the Company’s common shares for $ 2,593 during the three months ended March 31, 2025.

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

WASTE CONNECTIONS, INC.

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(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Normal Course Issuer Bid

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

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

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

For each of the three months ended March 31, 2025 and 2024, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

As of March 31, 2025, the maximum number of shares available for repurchase under the current NCIB was 12,901,981 .

Cash Dividend

In October 2024, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $ 0.03 , from $ 0.285 to $ 0.315 per Company common share.

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

Cash dividends of $ 81,477 and $ 73,573 were paid during the three months ended March 31, 2025 and 2024, respectively.

COMMITMENTS AND CONTINGENCIES

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(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Company’s business.

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

Except as noted in the matters described below, as of March 31, 2025, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Jefferson Parish, Louisiana Landfill Litigation

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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 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;

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 in an amount not material to the Company’s financial statements;

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

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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

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

Counsel for the putative class

WASTE CONNECTIONS, INC.

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(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

completed on June 26, 2024.

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

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

On August 8, 2024, the 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’ class claims against the Parish.

The court held a settlement conference on August 9, 2024, memorializing the terms of the plaintiffs’ settlement with the Parish, including a settlement amount of $ 4,500 to be paid by the Parish to the Ictech-Bendeck plaintiffs.

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

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

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

The settlement agreement purports to assign to the Ictech-Bendeck plaintiffs the Parish’s claims against the Company defendants and Aptim Corporation.

On March 27, 2025, the court approved the settlement.

After the completion of briefing and an evidentiary hearing on the Ictech-Bendeck class certification motion against the Company defendants and Aptim Corporation, on March 27, 2025, the court denied the motion for class certification.

The court has set a deadline of May 7, 2025 for the Ictech-Bendeck plaintiffs to amend their complaint to proceed with the claims of the individual plaintiffs.

At this time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims of the individual plaintiffs in the Ictech-Bendeck action, including the allocation of any potential liability among the Company defendants, the Parish, and Aptim Corporation.

Los Angeles County, California Landfill Expansion Litigation

2 unchanged sentences

The CC Landfill has operated since 1972, and as a regional landfill, accepted approximately 2.3 million tons of materials for disposal and beneficial use in 2024.

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

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

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

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

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

At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP.

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.

Estimates for new costs imposed on CCL under the CUP are in excess of $ 300,000 , if the CC Landfill was still open for the acceptance of waste.

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

At a subsequent hearing, on July 25, 2017, the Board approved the CUP.

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 Board captioned Chiquita Canyon, LLC v.

County of Los Angeles (the “Complaint”).

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CCL seeks the following relief:

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

WASTE CONNECTIONS, INC.

1 unchanged sentence

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

paid under protest, (d) damages, (e) an award of just compensation for a taking, (f) attorney fees, and (g) all other appropriate legal and equitable relief.

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

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

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

On October 11, 2022, CCL and the County entered into a settlement agreement that required 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, 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:

The next steps contemplated by the settlement agreement included:

completion of review by the County;

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

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

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

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

scheduling the CUP modification application for a hearing before the Commission;

if appealed, a hearing before the Board;

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

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

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

CCL and the County were 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 included 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 CC 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 County, through its DRP, issued a Notice of Violation (“NOV”), dated December 11, 2017, alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) 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 CC Landfill.

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

Elevated Temperature Landfill Event

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

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

However, as described above, CCL has now

WASTE CONNECTIONS, INC.

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(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

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

which SCAQMD inspectors stated that they verified were from the Chiquita Canyon Landfill (the “CC Landfill”).

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

closed the CC 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, CCL, began receiving 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 CC Landfill.

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

Since May 2023, CCL has received approximately 321 NOVs for alleged violations of SCAQMD Rule 402.

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

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

CCL has also received 18 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.

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

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

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, and April 16, 2025.

The modified Stipulated Order contains 105 conditions.

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

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

The next status and modification hearing is scheduled for June 4 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.

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CCL has submitted full responses to both SOVs from DTSC.

On April 1, 2025, CCL received a third SOV from DTSC.

The SOV alleges violations of California’s hazardous waste control laws and their implementing regulations related to three loads of leachate which allegedly failed to comply with landfill disposal restriction requirements and for allegedly failing to minimize the possibility of a release of hazardous waste or hazardous waste constituents.

CCL is in the process of evaluating and preparing a full response to this SOV.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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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.

CCL is also 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 leachate.

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Related Civil Litigation

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.

Chiquita Canyon Landfill Civil Litigation

Given the facts related to the ETLF event and the alleged violations described above, numerous 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.

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

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

There are approximately 3,300 total plaintiffs in these civil lawsuits as of October 23, 2024, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

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 Landfill Litigation.

The Court consolidated the County Action (described below) with In re Chiquita Landfill Litigation for discovery purposes only.

There are approximately 9,200 total plaintiffs in these civil lawsuits as of April 21, 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.

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Claudia Rivera et al.

Chiquita Canyon, LLC et al.

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DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Canyon, LLC et al.

(Los Angeles Superior Court;

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

and Nicholas Difatta et al.

Nicholas Difatta et al.

Chiquita Canyon, LLC et al.

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

One law firm has also filed 359

WASTE CONNECTIONS, INC.

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

Jane Chun-Won Yang et al.

Chiquita Canyon, LLC et al.

filed on November 19, 2024);

Chiquita Canyon, LLC et al.

filed on November 22, 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), so the cases can be collectively removed to federal court.

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

In re Serieddine was consolidated with In re Chiquita Landfill Litigation .

Six cases have been filed, but not yet served:

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);

Grace Lara et al.

Chiquita Canyon, LLC et al.

filed February 10, 2025);

Kiwi Chang et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed February 24, 2025);

Lara Ojeda et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed March 6, 2025);

and Babken Egoian et al.

Chiquita Canyon, LLC et al.

Cal., filed March 31, 2025).

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 and is now consolidated with the mass tort for discovery purposes.

The Company filed a motion to dismiss on February 19, 2025 and that motion is set for hearing on May 29, 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 CC Landfill;

and subsidize mitigation measures undertaken by affected citizens living, working, or studying near the CC 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 CC 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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The Company is continuing to vigorously defend itself in this matter;

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

SUBSEQUENT EVENT

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

The dividend will be paid on November 21, 2024 , to shareholders of record on the close of business on November 7, 2024 .

On April 23, 2025 , the Company announced that its Board of Directors approved a regular quarterly cash dividend of $ 0.315 per Company common share.

The dividend will be paid on May 22, 2025 , to shareholders of record on the close of business on May 7, 2025 .

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

What changed 10-Q

Item 1. Financial Statements