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Item 2. Management’s Discussion and Analysis

2025-04-24 compared with 2024-10-24 · 169 added, 289 removed, 250 unchanged (65% of the section changed)

8 unchanged sentences

● Statements regarding our ability to access capital resources or credit markets;

● Plans for, and the amounts of, certain capital expenditures for our existing and newly acquired properties and equipment;

● Plans for, and the amount of, certain capital expenditures for our existing and newly acquired properties and equipment and the funding thereof;

● Statements regarding fuel, oil and natural gas demand, prices, and price volatility;

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

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

● Other statements on a variety of topics such as inflation, the impacts of trade policies or tariffs, general economic conditions, credit risk of customers, seasonality, labor/pension costs and labor union activity, employee retention costs, operational and safety risks, acquisitions and their contribution to the Company’s strategy, dividends, litigation developments and results, goodwill impairments, insurance costs and cybersecurity threats.

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

6 unchanged sentences

and six provinces in Canada.

Waste Connections also provides non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services in several basins across the U.S.

Waste Connections also provides non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal

services in several basins across the U.S.

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

Environmental, organizational and financial sustainability initiatives have been key components of our success since we were founded in 1997.

We continue to grow and expand these efforts and our disclosure regarding progress towards their achievement as our industry and technology continue to evolve.

To that end, we have committed $500 million to the advancement of long-term, aspirational ESG targets, which have been incorporated into executive compensation metrics.

Our investments primarily focus on reducing emissions and emissions intensity, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety through reduced incidents and enhancing employee engagement through improved voluntary turnover and Servant Leadership scores.

Our latest sustainability report can be found at www.wasteconnections.com/sustainability but does not constitute a part of, and is not incorporated by reference into, this Quarterly Report on Form 10-Q.

We continuously monitor and evaluate new technologies and investments that can enhance our commitment to the environment, to our employees and to the communities we serve.

These investments align with our focus on value creation for all stakeholders and we remain committed to expanding these efforts as our industry and technology continue to evolve.

To that end, we have committed $500 million to the advancement of long-term, aspirational ESG targets, and we have incorporated progress towards their achievement into compensation metrics.

These targets include reducing environmental impact through reductions in absolute Scope 1 and 2 emissions and emissions intensity, expanded resource recovery processing, increased landfill gas recovery and beneficial reuse, and increased on-site leachate treatment at our landfills.

In addition, the targets focus on enhancing employee safety and engagement.

We generally seek to avoid highly competitive, large urban markets and instead target markets where we can attain high market share either through exclusive contracts, vertical integration or asset positioning.

22 unchanged sentences

For a description of the new accounting standards that affect us, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

The following table sets forth items in our Condensed Consolidated Statements of Net Income in thousands of U.S.

dollars and as a percentage of revenues for the periods indicated.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Cost of operations

5 unchanged sentences

Interest income

Other income, net

Other income (expense), net

Income tax provision

Net loss (income) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests

Net income attributable to Waste Connections

Total revenues increased $273.7 million, or 13.3%, to $2.338 billion for the three months ended September 30, 2024, from $2.065 billion for the three months ended September 30, 2023.

Total revenues increased $673.0 million, or 11.2%, to $6.659 billion for the nine months ended September 30, 2024, from $5.986 billion for the nine months ended September 30, 2023.

Acquisitions closed during, or subsequent to, the three and nine months ended September 30, 2023, increased revenues by $162.7 million and $366.7 million, respectively, for the three and nine months ended September 30, 2024.

Operations that were divested during, or subsequent to, the three and nine months ended September 30, 2023, decreased revenues by $1.7 million and $7.0 million, respectively, for the three and nine months ended September 30, 2024.

During the three months ended September 30, 2024, the net increase in prices charged to our customers at our existing operations was $127.7 million, consisting of $132.9 million of core price increases and decreases in surcharges of $5.2 million.

During the nine months ended September 30, 2024, the net increase in prices charged to our customers at our existing operations was $387.4 million, consisting of $409.2 million of core price increases and decreases in surcharges of $21.8 million.

During the three months ended September 30, 2024, we recognized volume losses totaling $37.7 million, resulting from lower residential collection volumes due primarily to the purposeful shedding of certain low-margin municipal contracts in our Canada and Southern segments, lower commercial revenues and a decrease in roll off volumes, partially offset by higher post collection volumes.

During the nine months ended September 30, 2024, we recognized volume losses totaling $161.5 million, resulting from lower residential collection volumes due primarily to the purposeful shedding of certain low-margin municipal contracts in our Eastern, Canada and Southern segments, lower commercial revenues and a decrease in roll off volumes.

E&P waste revenues at facilities owned during the three and nine months ended September 30, 2024 and 2023 increased $5.5 million and $23.1 million, respectively, due to increases in overall demand for our E&P waste services as a result of increases in drilling and production activity levels in certain basins.

Revenues from sales of recyclable commodities at facilities owned during the three and nine months ended September 30, 2024 and 2023 increased $19.2 million and $49.8 million, respectively.

The increases are primarily attributable to higher average commodity pricing for old corrugated cardboard and other paper products as compared to the prior periods.

Total revenues increased $155.5 million, or 7.5%, to $2.228 billion for the three months ended March 31, 2025, from $2.073 billion for the three months ended March 31, 2024.

Acquisitions closed during, or subsequent to, the three months ended March 31, 2024, increased revenues by $131.0 million for the three months ended March 31, 2025.

Operations that were divested during, or subsequent to, the three months ended March 31, 2024, decreased revenues by $1.7 million for the three months ended March 31, 2025.

The impact of operations that were closed during, or subsequent to, the three months ended March 31, 2024, decreased revenues by $17.2 million, for the three months ended March 31, 2025.

During the three months ended March 31, 2025, the net increase in prices charged to our customers at our existing operations was $129.5 million, consisting of $133.2 million of core price increases and decreases in surcharges of $3.7 million.

During the three months ended March 31, 2025, we recognized volume losses totaling $65.9 million, resulting from a decrease in roll off volumes, lower residential collection volumes due primarily to the purposeful shedding of certain low-margin municipal contracts in our Southern, Eastern and Canada segments, lower commercial revenues and lower post-collection volumes.

E&P waste revenues at facilities owned during the three months ended March 31, 2025 and 2024 increased $0.4 million, due to nominal increases in overall activity levels in certain basins in our Central and Canada segments.

Revenues from sales of recyclable commodities at facilities owned during the three months ended March 31, 2025 and 2024 decreased $2.1 million.

The decrease was primarily attributable to lower prices for old corrugated cardboard, partially offset by an increase in volumes and an increase in the prices of certain grades of metal and plastic as compared to the prior period.

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

dollar currency exchange rate resulted in a decrease in revenues of $4.3 million and $8.5 million for the three and nine months ended September 30, 2024, respectively.

The average Canadian dollar to U.S.

dollar exchange rates on our Canadian revenues were 0.7333 and 0.7455 for the three months ended September 30, 2024 and 2023, respectively.

dollar currency exchange rate resulted in a decrease in revenues of $16.8 million for the three months ended March 31, 2025.

The average Canadian dollar to U.S.

dollar exchange rates on our Canadian revenues were 0.7348 and 0.7435 for the nine months ended September 30, 2024 and 2023, respectively.

Other revenues increased $2.3 million during the three months ended September 30, 2024, due primarily to a $4.7 million increase in landfill gas revenues on higher values for renewable energy credits and higher landfill gas volumes and a $0.1 million increase in other non-core revenue sources, partially offset by a $2.5 million decrease in intermodal revenues.

Other revenues increased $23.0 million during the nine months ended September 30, 2024, due primarily to a $26.2 million increase in landfill gas revenues on higher values for renewable energy credits and higher landfill gas volumes and a $1.5 million increase in other non-core revenue sources, partially offset by a $4.7 million decrease in intermodal revenues.

dollar exchange rates on our Canadian revenues were 0.6968 and 0.7412 for the three months ended March 31, 2025 and 2024, respectively.

Other revenues decreased $1.7 million during the three months ended March 31, 2025, due primarily to a $0.7 million decrease in other non-core revenue sources, a $0.6 million decrease in intermodal revenues and a $0.4 million decrease in landfill gas revenues on lower values for renewable energy credits.

Cost of Operations .

Total cost of operations increased $139.5 million, or 11.6%, to $1.344 billion for the three months ended September 30, 2024, from $1.205 billion for the three months ended September 30, 2023.

The increase was primarily the result of $76.1 million of additional operating costs from acquisitions closed during, or subsequent to, the three months ended September 30, 2023 and an increase in operating costs at our existing operations of $66.4 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $2.1 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.9 million from operations divested during, or subsequent to, the three months ended September 30, 2023.

The increase in operating costs of $66.4 million, assuming foreign currency parity, at our existing operations for the three months ended September 30, 2024, consisted of higher labor and recurring incentive compensation expenses of $23.7 million, an increase in truck, container, equipment and facility maintenance and repair expenses of $13.0 million, an increase in third-party trucking and transportation expenses of $9.7 million, an increase in disposal costs of $7.2 million, an increase in benefits costs of $6.0 million, an increase in risk management expenses of $4.7 million due to higher claim and premium costs, an increase in other landfill operating costs of $4.4 million, an increase in taxes on revenues of $3.8 million as a result of increased revenues and a net increase of other expenses of $3.0 million, partially offset by a decrease in fuel costs of $5.3 million primarily as a result of lower diesel and natural gas prices and a decrease in subcontract expense of $3.8 million.

Total cost of operations increased $318.0 million, or 9.0%, to $3.867 billion for the nine months ended September 30, 2024, from $3.549 billion for the nine months ended September 30, 2023.

The increase was primarily the result of $174.6 million of additional operating costs from acquisitions closed during, or subsequent to, the nine months ended September 30, 2023, and an increase in operating costs at our existing operations of $150.5 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $4.4 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $2.7 million from operations divested during, or subsequent to, the nine months ended September 30, 2023.

The increase in operating costs of $150.5 million, assuming foreign currency parity, at our existing operations for the nine months ended September 30, 2024, consisted of higher labor and recurring incentive compensation expenses of $57.5 million, an increase in risk management expenses of $25.5 million due to higher claim and premium costs, an increase in truck, container, equipment and facility maintenance and repair expenses of $19.8 million, an increase in disposal costs of $17.9 million, an increase in benefits costs of $12.9 million, an increase in trucking costs of $11.5 million, an increase in taxes on revenues of $9.0 million as a result of increased revenues, an increase in leachate costs of $8.2 million, an increase

in facility and equipment rental and other recurring facility costs $7.3 million, an increase in post-closure liability interest accretion expense of $7.1 million and a net increase of other expenses of $4.6 million, partially offset by a decrease in subcontract expense of $12.6 million, a decrease in fuel expense of $11.4 million due to lower diesel and natural gas prices and a decrease in fees paid for the processing of recyclable materials of $6.8 million primarily as a result of higher commodity values.

Cost of operations as a percentage of revenues decreased 0.9 percentage points to 57.5% for the three months ended September 30, 2024, from 58.4% for the three months ended September 30, 2023.

The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, contributions from an increase in higher landfill gas sales, a 0.5 percentage point decrease in fuel costs due to lower diesel and natural gas prices, a 0.5 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, a 0.2 percentage point decrease due to lower subcontract costs and a 0.1 percentage point decrease from all other net changes, partially offset by a 0.2 percentage point increase in risk management costs and a 0.2 percentage point increase in benefits expense.

Cost of operations as a percentage of revenues decreased 1.2 percentage points to 58.1% for the nine months ended September 30, 2024, from 59.3% for the nine months ended September 30, 2023.

The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, contributions from an increase in higher landfill gas sales, a 0.4 percentage point decrease in fuel costs due to lower diesel and natural gas prices, a 0.3 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, a 0.2 percentage point decrease due to lower labor costs, a 0.2 percentage point decrease in disposal costs, a 0.2 percentage point decrease in subcontract costs, a 0.1 percentage point decrease in truck, container, equipment and facility maintenance and repair expenses and a 0.1 percentage point decrease due to lower costs associated with the processing of recyclable material driven by higher recyclable commodity values, partially offset by a 0.3 percentage point increase in risk management expenses.

SG&A expenses increased $26.2 million, or 13.4%, to $222.5 million for the three months ended September 30, 2024, from $196.3 million for the three months ended September 30, 2023.

The increase was comprised of an increase of $16.1 million, assuming foreign currency parity, at our existing operations and an increase of $10.5 million from acquisitions closed during, or subsequent to, the three months ended September 30, 2023, partially offset by a decrease of $0.4 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in SG&A expenses at our existing operations of $16.1 million, assuming foreign currency parity, for the three months ended September 30, 2024 was comprised of an increase in professional fees of $5.4 million, an increase in direct acquisition expenses of $4.9 million due to an increase in acquisition activity in the current period, an increase in administrative payroll expenses of $3.8 million, an increase in deferred compensation costs of $3.0 million, a collective increase in travel, meetings and training expenses of $1.4 million, an increase in benefits costs of $1.3 million and $2.5 million of other net expense increases, partially offset by a decrease in incentive compensation expense of $3.2 million and a decrease in bad debt costs of $3.0 million.

SG&A expenses increased $65.7 million, or 10.8%, to $672.1 million for the nine months ended September 30, 2024, from $606.4 million for the nine months ended September 30, 2023.

The increase was comprised of an increase of $42.5 million, assuming foreign currency parity, at our existing operations and $24.0 million from acquisitions closed during, or subsequent to, the nine months ended September 30, 2023, partially offset by a decrease of $0.8 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in SG&A expenses at our existing operations of $42.5 million, assuming foreign currency parity, for the nine months ended September 30, 2024 was comprised of an increase in direct acquisition expenses of $18.0 million due to an increase in acquisition activity in the current period, an increase in administrative payroll expenses of $9.9 million, an increase in professional fees of $7.4 million, a collective increase in travel, meetings and training expenses of $6.9 million, an increase in incentive compensation expense of $3.4 million, an increase in benefits costs of $2.6 million, an increase in deferred compensation expense of $2.2 million, an increase in software license fees of $1.9 million and $5.3 million of other net expense increases, partially offset by a decrease in executive separation costs of $15.1 million.

SG&A expenses as a percentage of revenues remained flat at 9.5% for the three months ended September 30, 2024 and the three months ended September 30, 2023.

SG&A expenses as a percentage of revenues was impacted by a 0.3 percentage point decrease in incentive compensation costs and a 0.2 percentage point decrease due to the impact of acquisitions having lower SG&A costs as a percentage of revenue as compared to existing operations, partially offset by a 0.2 percentage point increase in direct acquisition expenses due to an increase in acquisition activity, a 0.2 percentage point increase in professional fees and a 0.1 percentage point increase from all other changes, net.

SG&A expenses as a percentage of revenues remained flat at 10.1% for the nine months ended September 30, 2024 and the nine months ended September 30, 2023.

SG&A expenses as a percentage of revenues was impacted by a 0.2 percentage point decrease in executive separation costs and a 0.2 percentage point decrease due to the impact of acquisitions having lower SG&A costs as a percentage of revenue as compared to existing operations, partially offset by a 0.3 percentage point increase in direct acquisition expenses due to an increase in acquisition activity and a 0.1 percentage point increase in professional fees.

Total cost of operations increased $69.7 million, or 5.7%, to $1.291 billion for the three months ended March 31, 2025, from $1.222 billion for the three months ended March 31, 2024.

The increase was primarily the result of $66.4 million of additional operating costs from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, and an increase in operating costs at our existing operations of $12.3 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $7.9 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $1.1 million from operations divested during, or subsequent to, the three months ended March 31, 2024.

The increase in operating costs of $12.3 million, assuming foreign currency parity, at our existing operations for the three months ended March 31, 2025, consisted of higher labor and recurring incentive compensation expenses of $9.3 million, an increase in risk management expenses of $7.3 million, an increase in post-closure liability interest accretion expense of $4.7 million, an increase in benefits costs of $1.2 million, higher trucking costs of $0.9 million, an increase in truck, container, equipment and facility maintenance and repair expenses of $0.5 million and a net increase of other expenses of $2.4 million, partially offset by a decrease in fuel expense of $4.3 million due to lower diesel prices, a decrease in landfill monitoring and maintenance costs of $4.1 million, a decrease in disposal costs of $2.4 million, a decrease in fees paid for the processing of recyclable materials of $2.1 million and a decrease in subcontract expense of $1.1 million.

Cost of operations as a percentage of revenues decreased 1.0 percentage point to 58.0% for the three months ended March 31, 2025, from 59.0% for the three months ended March 31, 2024.

The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, a 0.3 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, a 0.3 percentage point decrease in disposal costs as a result of increased internalization in certain markets, a 0.3 percentage point decrease in fuel costs due to lower diesel prices and a 0.2 percentage point decrease in landfill monitoring and maintenance costs, partially offset by a 0.1 percentage point increase due to higher costs associated with other expenses.

SG&A expenses increased $29.4 million, or 13.3%, to $250.1 million for the three months ended March 31, 2025, from $220.7 million for the three months ended March 31, 2024.

The increase was comprised of an increase of $21.3 million, assuming foreign currency parity, at our existing operations and $9.7 million from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, partially offset by a decrease of $1.6 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in SG&A expenses at our existing operations of $21.3 million, assuming foreign currency parity, for the three months ended March 31, 2025, was comprised of an increase in incentive compensation expense of $9.7 million, an increase in professional fees of $6.2 million, higher administrative payroll expenses of $3.8 million, an increase in direct acquisition expenses of $2.1 million, a collective increase in travel, meetings and training expenses of $1.7 million and $0.1 million of other net expense increases, partially offset by a decrease in deferred compensation costs of $2.3 million due to a decrease in the market value of investments held to fund our deferred compensation liability.

SG&A expenses as a percentage of revenues increased 0.5 percentage points to 11.2% for the three months ended March 31, 2025, from 10.7% for the three months ended March 31, 2024.

The increase as a percentage of revenues was primarily driven by a 0.4 percentage point increase in administrative payroll and incentive compensation and a 0.3 percentage point increase in professional fees, partially offset by a 0.2 percentage point decrease in SG&A expenses from acquisitions closed during, or subsequent to, the three months ended March 31, 2024.

Depreciation .

Depreciation expense increased $33.5 million, or 15.6%, to $248.5 million for the three months ended September 30, 2024, from $215.0 million for the three months ended September 30, 2023.

The increase was comprised of an increase in depreciation and depletion expense of $21.2 million from acquisitions closed during, or subsequent to, the three months ended September 30, 2023, an increase in depreciation expense of $10.7 million from the impact of additions to our fleet and equipment purchased to support our existing operations and an increase of $2.1 million in depletion expense, partially offset by a decrease of $0.5 million resulting from a lower average foreign currency exchange rate in effect during the current period.

Depreciation expense increased $80.0 million, or 12.7%, to $712.4 million for the nine months ended September 30, 2024, from $632.4 million for the nine months ended September 30, 2023.

The increase was comprised of an increase in depreciation and depletion expense of $54.2 million from acquisitions closed during, or subsequent to, the nine months ended September 30, 2023, an increase in depreciation expense of $25.0 million from the impact of additions to our fleet and equipment purchased to support our existing operations and an increase of $1.9 million in depletion expense, partially offset by a decrease of $0.9 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.2 million from divestitures sold during, or subsequent to, the nine months ended September 30, 2023.

Depreciation expense as a percentage of revenues increased 0.3 percentage points to 10.7% for the three months ended September 30, 2024 from 10.4% for the three months ended September 30, 2023.

Depreciation expense as a percentage of revenues increased 0.1 percentage points to 10.7% for the nine months ended September 30, 2024, from 10.6% for the nine months ended September 30, 2023.

For both comparative periods, expenses as a percentage of revenues increased due to acquisitions closed during, or subsequent to, the three and nine months ended September 30, 2023 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of price driven revenue increases in our solid waste services and decreased depletion expenses as a result of lower landfill volumes.

Depreciation expense increased $19.6 million, or 8.8%, to $242.3 million for the three months ended March 31, 2025, from $222.7 million for the three months ended March 31, 2024.

The increase was comprised of an increase in depreciation and depletion expense of $16.2 million from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, and an increase in depreciation expense of $11.1 million from the impact of additions to our fleet and equipment purchased to support our existing operations, partially offset by a decrease of $5.6 million in depletion expense, a decrease of $1.9 million resulting from a lower average foreign currency exchange rate in effect

during the current period and a decrease of $0.2 million from operations divested during, or subsequent to, the three months ended March 31, 2024.

Depreciation expense as a percentage of revenues increased 0.2 percentage points to 10.9% for the three months ended March 31, 2025, from 10.7% for the three months ended March 31, 2024.

The increase as a percentage of revenues was primarily attributable to increased capital expenditures to support our existing operations and acquisitions closed during, or subsequent to, the three months ended March 31, 2024 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of decreased depletion expenses as a result of lower landfill volumes.

Amortization of Intangibles .

Amortization of intangibles expense increased $5.8 million, or 14.6%, to $45.2 million for the three months ended September 30, 2024, from $39.4 million for the three months ended September 30, 2023.

The increase was the result of $9.9 million from intangible assets acquired in acquisitions closed during, or subsequent to, the three months ended September 30, 2023, partially offset by a decrease of $4.1 million from certain intangible assets becoming fully amortized subsequent to September 30, 2023.

Amortization of intangibles expense increased $11.8 million, or 10.1%, to $129.6 million for the nine months ended September 30, 2024, from $117.8 million for the nine months ended September 30, 2023.

The increase was the result of $24.4 million from intangible assets acquired in acquisitions closed during, or subsequent to, the nine months ended September 30, 2023, partially offset by a decrease of $12.4 million from certain intangible assets becoming fully amortized subsequent to September 30, 2023 and a decrease of $0.2 million due to a lower average foreign currency exchange rate in effect during the current period.

Amortization of intangibles expense as a percentage of revenues remained flat at 1.9% for the three months ended September 30, 2024 and the three months ended September 30, 2023.

Amortization of intangibles expense as a percentage

of revenues remained flat at 2.0% for the nine months ended September 30, 2024 and the nine months ended September 30, 2023.

Amortization of intangibles expense increased $7.3 million, or 18.2%, to $47.6 million for the three months ended March 31, 2025, from $40.3 million for the three months ended March 31, 2024.

The increase was the result of $11.6 million from intangible assets acquired in acquisitions closed during, or subsequent to, the three months ended March 31, 2024, partially offset by a decrease of $3.8 million from certain intangible assets becoming fully amortized subsequent to March 31, 2024 and a decrease of $0.5 million due to a lower average foreign currency exchange rate in effect during the current period.

Amortization of intangibles expense as a percentage of revenues increased 0.2 percentage points to 2.1% for the three months ended March 31, 2025, from 1.9% for the three months ended March 31, 2024.

The increase as a percentage of revenues was primarily attributable to acquisitions closed during, or subsequent to, the three months ended March 31, 2024 having higher amortization expense as a percentage of revenue than our company average, partially offset by price-driven revenue increases in our solid waste services.

Impairments and Other Operating Items .

Impairments and other operating items decreased $53.6 million, to net losses totaling $2.9 million for the three months ended September 30, 2024, from net losses totaling $56.5 million for the three months ended September 30, 2023.

The net losses of $2.9 million recorded during the three months ended September 30, 2024 consisted of $2.1 million of net losses on the disposal of property and equipment and $0.8 million of other net losses.

The net losses of $56.5 million recorded during the three months ended September 30, 2023 resulted from $31.3 million of charges to adjust the carrying value of contingent consideration liabilities associated with acquisitions closed in prior periods, $25.0 million of charges to adjust the carrying value of certain assets impaired as a result of an adjustment to fair market value and $3.0 million of charges related to the settlement of legal matters, partially offset by $2.8 million of other net gains.

Impairments and other operating items decreased $57.8 million, to net losses totaling $11.4 million for the nine months ended September 30, 2024, from net losses totaling $69.2 million for the nine months ended September 30, 2023.

The net losses of $11.4 million recorded during the nine months ended September 30, 2024 consisted of $8.1 million of net losses on the disposal of property and equipment, $3.1 million due to increases associated with uninsured damages to an operating facility and $1.6 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, partially offset by $1.4 million of other net gains.

The net losses of $69.2 million recorded during the nine months ended September 30, 2023 consisted of $31.3 million of charges to adjust the carrying value of contingent consideration liabilities associated with acquisitions closed in prior periods, $25.0 million of charges to adjust the carrying value of certain assets impaired as a result of an adjustment to fair market value, $6.8 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, $5.8 million of losses on disposal of property and equipment and $0.3 million of other net adjustments.

Impairments and other operating items increased $6.0 million, to net losses totaling $6.4 million for the three months ended March 31, 2025, from net losses totaling $0.4 million for the three months ended March 31, 2024.

The net losses of $6.4 million recorded during the three months ended March 31, 2025 consisted of $3.8 million of net losses from operations divested during the current period, losses of $1.3 million on the disposal of an investment, losses of $0.7 million on the disposal of property and equipment and losses of $0.7 million from writing off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, partially offset by other net gains of $0.1 million.

The net losses of $0.4 million recorded during the three months ended March 31, 2024 consisted of $1.1 million of net losses on the disposal of property and equipment and $0.6 million of other net adjustments, partially offset by $1.3 million gain from favorable lawsuit settlements.

Operating Income .

Operating income increased $122.4 million, or 34.7%, to $475.4 million for the three months ended September 30, 2024, from $353.0 million for the three months ended September 30, 2023.

The increase in our operating income for the three months ended September 30, 2024 was due primarily to price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the three months ended September 30, 2023, an increase in earnings at our E&P waste operations, operating income contributions from increased renewable energy credits associated with the generation of landfill gas, a decrease in impairments and other operating item costs and contributions from higher recyclable commodity pricing, partially offset by an increase in direct acquisition expenses associated with increased acquisition activity as compared to the prior year period.

Operating income increased $255.1 million, or 25.2%, to $1.267 billion for the nine months ended September 30, 2024, from $1.012 billion for the nine months ended September 30, 2023.

The increase in our operating income for the nine months ended September 30, 2024 was due primarily to price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the nine months ended September 30, 2023, an increase in earnings at our E&P waste operations, operating income contributions from increased renewable energy credits associated with the generation of landfill gas, a decrease in impairments and other operating item costs, contributions from higher recyclable commodity pricing and lower executive separation costs, partially offset by an increase in risk management costs and an increase in direct acquisition expenses associated with increased acquisition activity as compared to the prior year period.

Operating income as a percentage of revenues increased 3.2 percentage points to 20.3% for the three months ended September 30, 2024, from 17.1% for the three months ended September 30, 2023.

The increase as a percentage of revenues was comprised of a 2.6 percentage point decrease in impairments and other operating items and a 0.9 percentage point decrease in our costs of operations, partially offset by a 0.3 percentage point increase in depreciation expense.

Operating income as a percentage of revenues increased 2.1 percentage points to 19.0% for the nine months ended September 30, 2024, from 16.9% for the nine months ended September 30, 2023.

The increase as a percentage of revenues was comprised of a 1.2 percentage point decrease in our costs of operations and a 1.0 percentage point decrease in impairments and other operating items, partially offset by a 0.1 percentage point increase in depreciation expense.

Operating income increased $23.4 million, or 6.4%, to $390.2 million for the three months ended March 31, 2025, from $366.8 million for the three months ended March 31, 2024.

The increase in our operating income for the three months ended March 31, 2025 was due primarily to price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, and the benefit of lower fuel costs due to lower diesel prices.

Operating income as a percentage of revenues decreased 0.2 percentage points to 17.5% for the three months ended March 31, 2025, from 17.7% for the three months ended March 31, 2024.

The decrease as a percentage of revenues was comprised of a 0.5 percentage point increase in selling, general and administrative expenses, a 0.3 percentage point increase in impairments and other operating items, a 0.2 percentage point increase in depreciation expense and a 0.2 percentage point increase in amortization expense, partially offset by a 1.0 percentage point decrease in cost of operations.

Interest Expense .

Interest expense increased $14.5 million, or 21.0%, to $83.5 million for the three months ended September 30, 2024, from $69.0 million for the three months ended September 30, 2023.

The increase was primarily attributable to an increase of $9.3 million from the issuance of $750.0 million of senior unsecured notes during the three months ended March 31, 2024, an increase of $9.1 million due to an increase in the average borrowings outstanding under our Revolving Credit Agreement entered into during the three months ended March 31, 2024, an increase of $4.1 million from the issuance of CAD $500.0 million of senior unsecured notes during the three months ended June 30, 2024 and $0.3 million of other net expense increases, partially offset by a $7.4 million decrease attributable to a decrease in the average borrowings outstanding under our 2021 Revolving and Term Credit Agreement and 2022 Term Loan Agreement as a result of the early termination of these agreements during the three months ended March 31, 2024 and a decrease of $0.9 million from lower interest rates on borrowings outstanding during the comparative periods.

Interest expense increased $39.5 million, or 19.3%, to $244.4 million for the nine months ended September 30, 2024, from $204.9 million for the nine months ended September 30, 2023.

The increase was primarily attributable to an increase of $24.4 million due to an increase in the average borrowings outstanding under our Revolving Credit Agreement entered into during the nine months ended September 30, 2024, an increase of $22.8 million from the issuance of $750.0 million of senior unsecured notes during the nine months ended September 30, 2024, an increase of $4.9 million from the issuance of CAD $500.0 million of senior unsecured notes during the nine months ended September 30, 2024, an increase of $2.8 million from higher interest rates on borrowings outstanding during the comparative periods and $3.9 million of other net expense increases, partially offset by a $19.3 million decrease attributable to a decrease in the average borrowings outstanding under our 2021 Revolving and Term Credit Agreement and 2022 Term Loan Agreement as a result of the early termination of these agreements during the nine months ended September 30, 2024.

Interest expense increased $2.4 million, or 3.0%, to $80.9 million for the three months ended March 31, 2025, from $78.5 million for the three months ended March 31, 2024.

The increase was primarily attributable to an increase of $5.3 million from the issuance of $750.0 million of senior unsecured notes in the prior period and an increase of $3.9 million from the issuance of CAD $500.0 million of senior unsecured notes subsequent to the prior period, partially offset by a decrease of $5.7 million from lower interest rates on borrowings outstanding during the comparable periods, a

decrease of $0.6 million due to a decrease in the average borrowings outstanding under our credit facilities during the three months ended March 31, 2025 and $0.5 million of other net expense decreases.

Interest Income .

Interest income increased $0.5 million to $3.3 million for the three months ended September 30, 2024, from $2.8 million for the three months ended September 30, 2023.

Interest income increased $2.5 million to $9.4 million for the nine months ended September 30, 2024, from $6.9 million for the nine months ended September 30, 2023.

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

Other Income, Net .

Other income, net decreased $0.5 million, to an income total of $4.9 million for the three months ended September 30, 2024, from an income total of $5.4 million for the three months ended September 30, 2023.

Other income of $4.9 million recorded during the three months ended September 30, 2024 consisted of a $2.1 million increase in the value of investments purchased to fund our employee deferred compensation obligations and $2.8 million in other net income sources.

Other income of $5.4 million recorded during the three months ended September 30, 2023 consisted of a $4.2 million reduction to certain accrued liabilities acquired in an acquisition closed in a prior year period and $3.7 million in other net income sources, partially offset by $2.0 million from a decrease in the value of investments purchased to fund our employee deferred compensation obligations and $0.5 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods reducing the U.S.

dollar consideration required to settle international liabilities.

Other income, net increased $4.4 million, to an income total of $12.7 million for the nine months ended September 30, 2024, from an income total of $8.3 million for the nine months ended September 30, 2023.

Other income of $12.7 million recorded during the nine months ended September 30, 2024 consisted of $12.0 million from a gain on sale of certain investments and $3.9 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations, partially offset by $2.3 million from the write off of unamortized loan fees as a result of the early extinguishment of our 2021 Revolving and Term Credit Agreement and 2022 Term Loan Agreement and $0.9 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period reducing the U.S.

dollar consideration required to settle international liabilities.

Other income of $8.3 million recorded during the nine months ended September 30, 2023 consisted of a $4.2 million reduction to certain accrued liabilities acquired in an acquisition closed in a prior year period, $3.7 million in other net income sources and $0.6 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations, partially offset by $0.2 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods reducing the U.S.

dollar consideration required to settle international liabilities.

Interest income decreased $0.3 million, or 13.7%, to $1.8 million for the three months ended March 31, 2025, from $2.1 million for the three months ended March 31, 2024.

The decrease was primarily attributable to lower average investment rates in the current periods.

Other Income (Expense), Net .

Other income (expense), net increased $3.7 million to an income total of $1.9 million for the three months ended March 31, 2025, from an expense total of $1.8 million for the three months ended March 31, 2024.

Other income of $1.9 million recorded during the three months ended March 31, 2025 consisted of $2.5 million from proceeds on insurance claims and $1.3 million of gains from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period, partially offset by $1.5 million from a decrease in the value of investments purchased to fund our employee deferred compensation obligations and $0.4 million of other investment losses.

Other expense of $1.8 million recorded during the three months ended March 31, 2024 consisted of $2.3 million from the write off of unamortized loan fees as a result of the early extinguishment of our 2021 Revolving and Term Credit Agreement and 2022 Term Loan Agreement, $0.5 million from an increase in the average foreign currency exchange rate in effect during the comparable reporting period and $0.7 million of net losses from other sources, partially offset by $1.7 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations.

Income Tax Provision .

Income taxes increased $29.0 million, to $92.0 million for the three months ended September 30, 2024, from $63.0 million for the three months ended September 30, 2023.

Our effective tax rate for the three months ended September 30, 2024 was 23.0%.

Our effective tax rate for the three months ended September 30, 2023 was 21.6%.

Income taxes increased $46.1 million, to $232.0 million for the nine months ended September 30, 2024, from $185.9 million for the nine months ended September 30, 2023.

Our effective tax rate for the nine months ended September 30, 2024 was 22.2%.

Our effective tax rate for the nine months ended September 30, 2023 was 22.6%.

The income tax provision for the three and nine months ended September 30, 2024 included a benefit of $0.1 million and $5.5 million, respectively, from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S.

Income taxes increased $12.1 million, to $71.5 million for the three months ended March 31, 2025, from $59.4 million for the three months ended March 31, 2024.

Our effective tax rate for the three months ended March 31, 2025 was 22.8%.

Our effective tax rate for the three months ended March 31, 2024 was 20.6%.

The income tax provision for the three months ended March 31, 2025 included a benefit of $4.6 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S.

federal statutory rate.

The income tax provision for the three and nine months ended September 30, 2023 included a benefit of $0.1 million and $3.0 million, respectively, from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S.

The income tax provision for the three months ended March 31, 2024 included a benefit of $5.2 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S.

federal statutory rate.

2 unchanged sentences

The following table disaggregates our revenue by service line for the periods indicated (in thousands of U.S.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Industrial and construction roll off

1 unchanged sentence

Intermodal and other

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

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

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

8 unchanged sentences

Three Months Ended

Depreciation and

September 30, 2024

March 31, 2025

Corporate (a)

Three Months Ended

Depreciation and

September 30, 2023

Corporate (a)

Nine Months Ended

Depreciation and

September 30, 2024

Corporate (a)

Nine Months Ended

Depreciation and

September 30, 2023

March 31, 2024

Corporate (a)

4 unchanged sentences

A reconciliation of segment EBITDA to Income before income tax provision is included in Note 10 to our Condensed Consolidated Financial Statements included in Part 1, Item 1 of this report.

Significant changes in revenue, EBITDA and depreciation, depletion and amortization for our reportable segments for the three and nine month periods ended September 30, 2024, compared to the three and nine month periods ended September 30, 2023, are discussed below.

Revenue increased $43.7 million to $476.2 million for the three months ended September 30, 2024, from $432.5 million for the three months ended September 30, 2023.

Revenue increased $105.2 million to $1.352 billion for the nine months ended September 30, 2024, from $1.247 billion for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to price increases, contributions from acquisitions, higher landfill volumes and increases in residential and roll off collection volumes, partially offset by decreased transfer and intermodal revenue.

EBITDA increased $23.1 million to $147.5 million, or a 31.0% EBITDA margin for the three months ended September 30, 2024, from $124.4 million, or a 28.8% EBITDA margin for the three months ended September 30, 2023.

EBITDA increased $40.3 million to $395.0 million, or a 29.2% EBITDA margin for the nine months ended September 30, 2024, from $354.7 million, or a 28.4% EBITDA margin for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to a decrease in recycle processing fees, lower fuel costs due to lower diesel and natural gas prices, a decrease in landfill maintenance and leachate costs and lower legal expenses, partially offset by an increase in post-closure liability interest accretion expense and increased risk management costs.

In addition, for the three months ended September 30, 2024, EBITDA margin increased due to the impact of acquisitions having higher EBITDA margins than our segment average.

Depreciation, depletion and amortization expense increased $3.8 million, to $54.1 million for the three months ended September 30, 2024, from $50.3 million for the three months ended September 30, 2023.

Depreciation, depletion and amortization expense increased $10.2 million, to $158.6 million for the nine months ended September 30, 2024, from $148.4 million for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to additions to our fleet and equipment, assets acquired in acquisitions and increased depletion associated with higher landfill volumes.

Revenue increased $39.6 million to $453.2 million for the three months ended September 30, 2024, from $413.6 million for the three months ended September 30, 2023.

Revenue increased $83.9 million to $1.311 billion for the nine months ended September 30, 2024, from $1.228 billion for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to solid waste price increases, contributions from acquisitions, increased E&P waste revenues attributable to increases in the demand for our E&P waste services and an increase in recyclable commodity prices as compared to the prior year periods, partially offset by lower residential collection volumes due to the purposeful non-renewal of collection contracts, lower commercial collection volume and a decrease in post-collection volume.

EBITDA increased $11.3 million to $144.4 million, or a 31.9% EBITDA margin for the three months ended September 30, 2024, from $133.1 million, or a 32.2% EBITDA margin for the three months ended September 30, 2023.

The decrease in our EBITDA margin for the three months ended September 30, 2024 was due to increases in leachate costs, higher risk management expenses, increased allocated overhead and higher benefits costs, partially offset by the benefits of price led revenue growth, the impact of acquisitions having higher EBITDA margins than our segment average, decreases in fuel costs, lower bad debt expense as compared to the prior year period, a decrease in legal costs and the purposeful non-renewal of certain residential contracts having lower EBITDA margin than our segment average.

EBITDA increased $26.6 million to $411.3 million, or a 31.4% EBITDA margin for the nine months ended September 30, 2024, from $384.7 million, or a 31.3% EBITDA margin for the nine months ended September 30, 2023.

The increase in our EBITDA margin for the nine months ended September 30, 2024 was due to price-led increases in solid waste revenue, increased earnings at our E&P waste operations, the purposeful non-renewal of certain residential contracts, decreases in fuel costs, lower disposal costs, the impact of acquisitions having higher EBITDA margins than our segment average and lower legal expenses, partially offset by an increase in leachate expenses, higher risk management costs, higher trucking costs, an increase in benefits expense and an increase in allocated overhead expense.

Depreciation, depletion and amortization expense increased $5.6 million, to $50.2 million for the three months ended September 30, 2024, from $44.6 million for the three months ended September 30, 2023.

Depreciation, depletion and amortization expense increased $8.2 million, to $143.8 million for the nine months ended September 30, 2024, from $135.6 million for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to higher depletion associated with increases in landfill volumes, assets acquired in acquisitions and additions to our fleet and equipment.

Revenue increased $54.6 million to $407.7 million for the three months ended September 30, 2024, from $353.1 million for the three months ended September 30, 2023.

Revenue increased $128.2 million to $1.154 billion for the nine months ended September 30, 2024, from $1.026 billion for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to contributions from acquisitions, price increases, an increase in recyclable commodity prices as compared to the prior year period and higher landfill volumes, partially offset by decreased residential and commercial service revenues and lower roll off volumes.

EBITDA increased $13.2 million to $114.0 million, or a 28.0% EBITDA margin for the three months ended September 30, 2024, from $100.8 million, or a 28.5% EBITDA margin for the three months ended September 30, 2023.

The decrease in our EBITDA margin for the three months ended September 30, 2024 was due primarily to the impact of acquisitions having lower EBITDA margins than our segment average, an increase in truck, container, equipment and facility maintenance and repair expenses, higher professional fees and an increase in benefits expense, partially offset by price-led increases in revenue, a decrease in trucking and disposal expenses as a result of purposefully lost volumes and increased internalization in certain markets, lower labor costs and a decrease in fuel costs.

EBITDA increased $51.5 million to $312.1 million, or a 27.0% EBITDA margin for the nine months ended September 30, 2024, from $260.6 million, or a 25.4% EBITDA margin for the nine months ended September 30, 2023.

The increase in our EBITDA margin for the nine months ended September 30, 2024 was due primarily to price-led increases in revenue,

lower labor and benefits costs, a decrease in trucking and disposal expenses as a result of purposeful volume shedding and increased internalization in certain markets, a decrease in landfill maintenance costs and lower subcontracting expenses, partially offset by the impact of acquisitions having lower EBITDA margins than our segment average and an increase in risk management expenses.

Depreciation, depletion and amortization expense increased $6.0 million, to $59.1 million for the three months ended September 30, 2024, from $53.1 million for the three months ended September 30, 2023.

Depreciation, depletion and amortization expense increased $16.2 million, to $169.6 million for the nine months ended September 30, 2024, from $153.4 million for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to assets acquired in acquisitions and additions to our fleet and equipment, partially offset by a reduction in amortization expense associated with the loss of certain residential service contracts.

Revenue increased $18.8 million to $391.7 million for the three months ended September 30, 2024, from $372.9 million for the three months ended September 30, 2023.

Revenue increased $56.7 million to $1.139 billion for the nine months ended September 30, 2024, from $1.082 billion for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to price increases and an increase in recyclable commodity prices as compared to the prior year period, partially offset by lower post collection volumes and a decrease in residential and commercial collection.

EBITDA increased $5.7 million to $143.5 million, or a 36.6% EBITDA margin for the three months ended September 30, 2024, from $137.8 million, or a 37.0% EBITDA margin for the three months ended September 30, 2023.

The decrease in our EBITDA margin for the three months ended September 30, 2024 was due to an increase in benefits expense, an increase in disposal costs and higher trucking expense, partially offset by the benefits of price-led increases in revenue, lower fuel costs and a decrease in bad debt expense as compared to the prior year period.

EBITDA increased $23.7 million to $408.2 million, or a 35.8% EBITDA margin for the nine months ended September 30, 2024, from $384.5 million, or a 35.5% EBITDA margin for the nine months ended September 30, 2023.

The increase in our EBITDA margin for the nine months ended September 30, 2024 was due to the benefits from price-led increases in revenue, decreases in fuel costs, lower recycle processing costs due to an increase in recyclable commodity pricing and a decrease in bad debt expenses, partially offset by higher trucking costs, an increase in allocated corporate overhead and increased disposal costs.

Depreciation, depletion and amortization expense increased $0.7 million, to $43.9 million for the three months ended September 30, 2024, from $43.2 million for the three months ended September 30, 2023.

Depreciation, depletion and amortization expense increased $0.4 million, to $127.7 million for the nine months ended September 30, 2024, from $127.3 million for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to additions to our fleet and equipment as compared to the prior year periods, partially offset by a decrease in depletion as a result of lower landfill volumes and a reduction in amortization expense associated with certain intangible assets becoming fully amortized subsequent to September 30, 2023.

Revenue increased $79.0 million to $342.1 million for the three months ended September 30, 2024, from $263.1 million for the three months ended September 30, 2023.

Revenue increased $202.6 million to $941.6 million for the nine months ended September 30, 2024, from $739.0 million for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to contributions from acquisitions, price increases, an increase in landfill gas revenues and higher prices for recyclable commodities as compared to the prior year periods, partially offset by a decrease in commercial and residential collection volumes.

EBITDA increased $45.1 million to $153.6 million, or a 44.9% EBITDA margin for the three months ended September 30, 2024, from $108.5 million, or a 41.2% EBITDA margin for the three months ended September 30, 2023.

EBITDA increased $124.4 million to $411.1 million, or a 43.7% EBITDA margin for the nine months ended

September 30, 2024, from $286.7 million, or a 38.8% EBITDA margin for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to the impact of acquisitions having higher EBITDA margins than our segment average, price-led increases in revenue, an increase in earnings associated with landfill gas revenues from higher values for renewable energy credits and higher landfill gas volumes, decreases in diesel and natural gas costs due to a decline in average fuel prices and lower bad debt expense, partially offset by an increase in allocated corporate overhead expense as compared to the prior year periods.

Depreciation, depletion and amortization expense increased $16.1 million, to $47.5 million for the three months ended September 30, 2024 from $31.4 million for the three months ended September 30, 2023.

Depreciation, depletion and amortization expense increased $41.6 million, to $133.7 million for the nine months ended September 30, 2024, from $92.1 million for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were from assets acquired in acquisitions.

Revenue increased $38.0 million to $267.6 million for the three months ended September 30, 2024, from $229.6 million for the three months ended September 30, 2023.

Revenue increased $96.3 million to $761.2 million for the nine months ended September 30, 2024, from $664.9 million for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to contributions from acquisitions and price increases, partially offset by a decrease in roll off and landfill volumes.

EBITDA increased $15.1 million to $77.0 million, or a 28.8% EBITDA margin for the three months ended September 30, 2024, from $61.9 million, or a 27.0% EBITDA margin for the three months ended September 30, 2023.

EBITDA increased $27.2 million to $209.3 million, or a 27.5% EBITDA margin for the nine months ended September 30, 2024, from $182.1 million, or a 27.4% EBITDA margin for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due primarily to the impact of acquisitions having higher EBITDA margins than our segment average, price-led revenue growth, an increase in recyclable commodity values and lower recycle processing costs, lower disposal and trucking costs due to increased internalization in certain markets, a decrease in truck, container, equipment and facility maintenance and repair expenses and lower fuel costs, partially offset by an increase in allocated corporate overhead and benefits expense, higher labor costs and an increase in risk management costs.

Depreciation, depletion and amortization expense increased $6.4 million, to $36.3 million for the three months ended September 30, 2024, from $29.9 million for the three months ended September 30, 2023.

Depreciation, depletion and amortization expense increased $14.6 million, to $101.9 million for the nine months ended September 30, 2024, from $87.3 million for the nine months ended September 30, 2023.

The increases for the three and nine months ended September 30, 2024 were due to assets acquired in acquisitions and additions to our fleet and equipment.

EBITDA decreased $5.4 million, to a loss of $8.1 million for the three months ended September 30, 2024, from a loss of $2.7 million for the three months ended September 30, 2023.

The decrease in our EBITDA for the three months ended September 30, 2024 was due to an increase in professional fees, an increase in direct acquisition expenses associated with an increase in acquisition activity, an increase in deferred compensation costs and increased administrative payroll costs, partially offset by increased allocation of costs to our operating segments and decreased incentive compensation costs.

EBITDA decreased $4.6 million, to a loss of $26.7 million for the nine months ended September 30, 2024, from a loss of $22.1 million for the nine months ended September 30, 2023.

The decrease in our EBITDA for the nine months ended September 30, 2024 was due to an increase in direct acquisition expenses associated with an increase in acquisition activity, higher professional fees, increased incentive compensation costs, increased administrative payroll costs and an increase in deferred compensation costs, partially offset by increased allocation of costs to our operating segments and a decrease in executive separation costs incurred in the prior year periods.

Significant changes in revenue, segment expenses and EBITDA for our reportable segments for the three month period ended March 31, 2025, compared to the three month period ended March 31, 2024, are discussed below.

Revenue increased $34.5 million to $453.4 million for the three months ended March 31, 2025, from $418.9 million for the three months ended March 31, 2024, due to contributions from acquisitions and price increases, partially offset by lower commercial collection revenues, a decrease in roll off volumes and lower residential collection volumes due to the purposeful non-renewal of certain contracts.

Segment expenses increased $14.2 million to $304.7 million for the three months ended March 31, 2025, from $290.5 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, an increase in allocated corporate overhead, higher risk management costs, higher labor costs and an increase in landfill monitoring and maintenance costs , partially offset by lower disposal expense and a decrease in expenses from operations divested during the current period.

EBITDA increased $20.3 million to $148.7 million, or a 32.8% EBITDA margin for the three months ended March 31, 2025, from $128.4 million, or a 30.7% EBITDA margin for the three months ended March 31, 2024.

The increase in our EBITDA margin was due to price-led increases in revenue, the purposeful non-renewal of certain residential contracts with lower EBITDA margins than our segment average, the impact of acquisitions having higher EBITDA margins than our segment average, lower disposal costs as a result of increased internalization in certain markets, and the benefit of lower fuel costs due to lower diesel prices, partially offset by higher risk management costs, increased landfill monitoring and maintenance costs and higher allocated corporate overhead relative to revenue.

Revenue increased $16.2 million to $438.4 million for the three months ended March 31, 2025, from $422.2 million for the three months ended March 31, 2024, due to price increases, contributions from acquisitions and increases in commercial collection volumes, partially offset by a decrease from an operation closed subsequent to the prior period, a decline in intermodal revenues and lower recyclable commodity revenues due to a decrease in commodity values.

Segment expenses increased $16.9 million to $326.1 million for the three months ended March 31, 2025, from $309.2 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, increased labor and benefits costs, an increase in allocated corporate overhead, increased operating costs associated with higher collection volumes and higher risk management expenses, partially offset by a decrease from an operation closed subsequent to the prior period and lower landfill monitoring and maintenance costs.

EBITDA decreased $0.8 million to $112.3 million, or a 25.6% EBITDA margin for the three months ended March 31, 2025, from $113.1 million, or a 26.8% EBITDA margin for the three months ended March 31, 2024.

The decrease in our EBITDA margin was due to an operation closed subsequent to the prior period and an increase in allocated overhead expenses relative to revenue, partially offset by a decrease in landfill monitoring and maintenance costs relative to revenue, decreased expenses for uncollectible accounts receivable and the impact of acquisitions having higher EBITDA margins than our segment average.

Revenue increased $43.2 million to $403.3 million for the three months ended March 31, 2025, from $360.1 million for the three months ended March 31, 2024, due to contributions from acquisitions and price increases, partially offset by decreases in hauling and post-collection volumes and a decrease in recyclable commodity revenues as compared to the prior period.

Segment expenses increased $35.1 million to $300.2 million for the three months ended March 31, 2025, from $265.1 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, increases in allocated corporate overhead, an increase in truck, container, equipment and facility maintenance and repair expenses , an increase in labor and higher risk management expenses, partially offset by a decrease in landfill monitoring and maintenance costs, lower fuel costs and decreased trucking costs due to lower transfer volumes.

EBITDA increased $8.1 million to $103.1 million, or a 25.6% EBITDA margin for the three months ended March 31, 2025, from $95.0 million, or a 26.4% EBITDA margin for the three months ended March 31, 2024.

The decrease in our EBITDA margin was due primarily to higher allocated corporate overhead relative to revenue, an increase in truck, container, equipment and facility maintenance and repair expenses , higher risk management expenses and labor costs relative to revenue, partially offset by price-led revenue growth, the benefits of lower fuel costs due to lower diesel prices and a decrease in landfill monitoring and maintenance costs relative to revenue.

Revenue increased $12.5 million to $373.4 million for the three months ended March 31, 2025, from $360.9 million for the three months ended March 31, 2024, due to price increases and contributions from acquisitions, partially offset by lower hauling and post-collection volumes and a decrease in recyclable commodity revenues as compared to the prior period due to a decrease in commodity values.

Segment expenses increased $6.7 million to $241.7 million for the three months ended March 31, 2025, from $235.0 million for the three months ended March 31, 2024, due to an increase in labor and benefits expenses, higher risk management costs, an increase in allocated corporate overhead and higher travel, meetings and training expenses.

EBITDA increased $5.8 million to $131.7 million, or a 35.3% EBITDA margin for the three months ended March 31, 2025, from $125.9 million, or a 34.9% EBITDA margin for the three months ended March 31, 2024.

The increase in our EBITDA margin was due to price-led revenue growth and the benefits of lower fuel costs due to lower diesel prices, partially offset by higher allocated corporate overhead and higher risk management costs relative to revenue.

Revenue increased $22.3 million to $302.7 million for the three months ended March 31, 2025, from $280.4 million for the three months ended March 31, 2024, due to contributions from acquisitions and price increases, partially offset by

a decrease in commercial and residential collection volumes and lower landfill gas sales primarily from lower renewable energy credits.

Segment expenses increased $8.2 million to $167.2 million for the three months ended March 31, 2025, from $159.0 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, higher labor and benefits costs and increased trucking costs, partially offset by decreased expenses for uncollectible accounts receivable.

EBITDA increased $14.2 million to $135.6 million, or a 44.8% EBITDA margin for the three months ended March 31, 2025, from $121.4 million, or a 43.3% EBITDA margin for the three months ended March 31, 2024.

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

Revenue increased $26.9 million to $257.0 million for the three months ended March 31, 2025, from $230.1 million for the three months ended March 31, 2024, due to contributions from acquisitions, price increases and an increase in recyclable commodity revenues due to an increase in recycling volumes, partially offset by a decrease in roll off and residential collection volumes.

Segment expenses increased $15.5 million to $188.1 million for the three months ended March 31, 2025, from $172.6 million for the three months ended March 31, 2024, due to an increase in expenses from acquisitions closed during the comparable periods, higher labor and benefits expenses, increases in allocated corporate overhead and higher risk management costs, partially offset by lower fuel costs due to lower diesel prices.

EBITDA increased $11.4 million to $68.9 million, or a 26.8% EBITDA margin for the three months ended March 31, 2025, from $57.5 million, or a 25.0% EBITDA margin for the three months ended March 31, 2024.

The increase in our EBITDA margin was due primarily to price-led revenue growth, benefits of lower fuel costs due to lower diesel prices and a decrease in fees paid for the processing of recyclable materials relative to revenue, partially offset by an increase in landfill monitoring and maintenance costs and higher risk management costs relative to revenue.

Segment expenses increased $2.6 million to $13.7 million for the three months ended March 31, 2025, from $11.1 million for the three months ended March 31, 2024, due to increased incentive compensation costs, higher administrative payroll costs to support continued growth in the business, increased professional fees and an increase in direct acquisition expenses, partially offset by increased allocation of costs to our operating segments and a decrease in deferred compensation costs.

EBITDA decreased $2.6 million for the three months ended March 31, 2025, as compared to the prior period, due to the increase in segment expenses.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth cash flow information for the nine months ended September 30, 2024 and 2023 (in thousands of U.S.

Nine Months Ended

September 30,

The following table sets forth cash flow information for the three months ended March 31, 2025 and 2024 (in thousands of U.S.

Three Months Ended

Net cash provided by operating activities

Net cash used in investing activities

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

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Operating Activities Cash Flows

Net cash provided by operating activities increased $89.1 million to $1.660 billion for the nine months ended September 30, 2024, from net cash provided by operating activities of $1.571 billion for the nine months ended September 30, 2023.

Net cash provided by operating activities increased $51.2 million to $541.5 million for the three months ended March 31, 2025, from net cash provided by operating activities of $490.3 million for the three months ended March 31, 2024.

The significant components of the increase included the following:

1) Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $171.4 million from an increase in net income, excluding depreciation, amortization of intangibles, share-based compensation, adjustments to closure and post-closure liabilities, adjustments to and payments of contingent consideration and loss on disposal of assets and impairments, due primarily to price increases, earnings from acquisitions closed during, or subsequent to, the nine months ended September 30, 2023, contributions from higher recyclable commodity pricing, an increase in renewable energy credits associated with the generation of landfill gas and an increase in earnings at our E&P waste operations.

2) Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was favorably impacted by $58.0 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in an increase to operating cash flows of $85.7 million for the nine months ended September 30, 2024, compared to an increase to operating cash flows of $27.7 million for the nine months ended September 30, 2023.

The increase for the nine months ended September 30, 2024 was due primarily to an increase in accrued insurance costs, an increase in outstanding obligations to vendors as of the nine months ended September 30, 2024 and an increase in accrued interest due to the timing of interest payments.

The increase for the nine months ended September 30, 2023 was due primarily to an increase in accrued insurance costs, an increase in accrued interest due to the timing of interest payments and increased property taxes attributable to payment timing, partially offset by lower outstanding obligations to vendors.

3) Deferred income taxes — Our increase in net cash provided by operating activities was favorably impacted by $52.2 million from deferred income taxes as changes in deferred income taxes resulted in an increase to operating cash flows of $81.3 million for the nine months ended September 30, 2024, compared to an increase to operating cash flows of $29.1 million for the nine months ended September 30, 2023.

The increase for the nine months ended September 30, 2024 was attributable to capital expenditures providing tax benefits resulting from accelerated depreciation and tax benefits resulting from payments for closure and post-closure activities in the period.

The increase in deferred taxes for the nine months ended September 30, 2023 was primarily due to accelerated tax depreciation from capital expenditures.

4) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was unfavorably impacted by $130.3 million from an increase in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $145.2 million for the nine months ended September 30, 2024, compared to a decrease in operating cash flows of $14.9 million for the nine months ended September 30, 2023.

5) Prepaid expenses — Our increase in net cash provided by operating activities was unfavorably impacted by $59.8 million from prepaid expenses as changes in prepaid expenses resulted in a decrease to operating cash flows of

$34.9 million for the nine months ended September 30, 2024, compared to an increase to operating cash flows of $24.9 million for the nine months ended September 30, 2023.

The decrease for the nine months ended September 30, 2024 was due primarily to an increase in prepaids related to higher insurance payments.

The increase for the nine months ended September 30, 2023 was due primarily to decreased prepaid income tax payments.

6) Accounts receivable — Our increase in net cash provided by operating activities was unfavorably impacted by $25.9 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $57.8 million for the nine months ended September 30, 2024, compared to a decrease to operating cash flows of $31.9 million for the nine months ended September 30, 2023.

The decrease for the nine months ended September 30, 2024 was due to increases in revenue, which remained as outstanding receivables at September 30, 2024, partially offset by one additional collection day in the period.

The decrease for the nine months ended September 30, 2023 was due to increases in revenue, which remained as outstanding receivables at the end of the period.

At September 30, 2024, we had a working capital deficit of $398.9 million, including cash and equivalents of $115.3 million.

Our working capital deficit decreased $147.2 million from a working capital deficit of $546.1 million at December 31, 2023 including cash and equivalents of $78.4 million, due primarily to an increase in accounts receivables as a result of increases in revenue, an increase in cash and cash equivalents, a decrease in outstanding liabilities for contingent consideration and an increase in prepaid expenditures, partially offset by increases in accounts payable and accrued liabilities driven by an increase in accrued insurance costs and an increase in outstanding obligations to vendors and an increase in deferred revenue.

1) Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $46.9 million from an increase in net income, excluding depreciation, amortization of intangibles, share-based compensation, adjustments to closure and post-closure liabilities, adjustments to and payments of contingent consideration, interest accretion and loss on disposal of assets and impairments, due primarily to price increases, operating income generated from acquisitions closed during, or subsequent to, the three months ended March 31, 2024, and the benefit of lower fuel costs due to lower diesel prices.

2) Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was favorably impacted by $28.5 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in a decrease to operating cash flows of $31.1 million for the three months ended March 31, 2025, compared to a decrease to operating cash flows of $59.6 million for the three months ended March 31, 2024.

The decrease for the three months ended March 31, 2025 was due primarily to outstanding obligations to vendors and accrued annual management bonus compensation as of December 31, 2024 that were paid in the current year period, partially offset by an increase in accrued insurance costs and an increase in accrued payroll.

The decrease for the three months ended March 31, 2024 was due primarily to outstanding obligations to vendors and accrued annual management bonus compensation as of December 31, 2023 that were paid in the current year period, partially offset by an increase in accrued insurance costs and an increase in accrued interest due to the timing of interest payments.

3) Deferred revenue — Our increase in net cash provided by operating activities was favorably impacted by $17.8 million from deferred revenue as changes in deferred revenue resulted in an increase to operating cash flows of $21.9 million for the three months ended March 31, 2025, compared to an increase to operating cash flows of $4.1 million for the three months ended March 31, 2024.

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

4) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was unfavorably impacted by $43.0 million from an increase in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $71.9 million for the three months ended March 31, 2025, compared to a decrease in operating cash flows of $28.9 million for the three months ended March 31, 2024.

5) Accounts receivable — Our increase in net cash provided by operating activities was unfavorably impacted by $7.3 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $1.9 million for the three months ended March 31, 2025, compared to an increase to operating cash flows of $5.4 million for the three months ended March 31, 2024.

The decrease for the three months ended March 31, 2025 was due to increases in revenue, which remained as outstanding receivables at the end of the period, and

one fewer collection day in the period.

The increase for the three months ended March 31, 2024 was due to an additional collection day in the period, partially offset by increases in revenue, which remained as outstanding receivables at the end of the period.

At March 31, 2025, we had a working capital deficit of $548.4 million, including cash and equivalents of $111.2 million.

Our working capital deficit decreased $103.5 million from a working capital deficit of $651.9 million at December 31, 2024 including cash and equivalents of $62.4 million, due primarily to an increase in cash and cash equivalents, de creases in accounts payable and accrued liabilities driven by accrued annual management bonus compensation that was paid in the current year period and an increase in accounts receivables as a result of increases in revenue, partially offset by an increase in deferred revenue.

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

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Investing Activities Cash Flows

Net cash used in investing activities increased $1.460 billion to $2.646 billion for the nine months ended September 30, 2024, from $1.186 billion for the nine months ended September 30, 2023.

The significant components of the increase included the following:

1) An increase in cash paid for acquisitions of $1.437 billion;

2) An increase in capital expenditures at operations acquired during the comparative periods of $35.4 million due to expenditures for landfill site costs, trucks and equipment;

3) An increase in capital expenditures at operations owned in the comparable periods of $8.3 million due to increased truck purchases and facility expenditures, partially offset by decreases in landfill site costs and container purchases;

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

Net cash used in investing activities decreased $731.4 million to $603.2 million for the three months ended March 31, 2025, from $1.335 billion for the three months ended March 31, 2024.

The significant components of the decrease included the following:

1) A decrease in cash paid for acquisitions of $776.0 million;

2) An increase in capital expenditures at operations owned in the comparable period of $31.0 million due to expenditures for trucks and equipment and landfill site costs, partially offset by a decrease in expenditures for land and facility improvements, containers and compactors;

3) An increase in capital expenditures at operations acquired during the comparable period of $11.5 million due to expenditures for trucks and equipment, landfill site costs and facility improvements.

Financing Activities Cash Flows

Net cash provided by financing activities increased $1.407 billion to $1.040 billion for the nine months ended September 30, 2024, from net cash used in financing activities of $366.5 million for the nine months ended September 30, 2023.

The significant components of the increase included the following:

1) An increase from the net change in long-term borrowings of $1.474 billion in which long-term borrowings increased $1.335 billion during the nine months ended September 30, 2024 and decreased $138.8 million during the nine months ended September 30, 2023;

2) A decrease from higher cash dividends paid of $24.4 million due primarily to an increase in our quarterly dividend rate for the nine months ended September 30, 2024 to $0.285 per share, from $0.255 per share for the nine months ended September 30, 2023;

3) A decrease from higher payments of contingent consideration of $22.4 million not included in earnings that occurred during the nine months ended September 30, 2024;

4) A decrease from higher payments related to the issuance of debt of $13.4 million that occurred during the nine months ended September 30, 2024.

Net cash provided by financing activities decreased $765.1 million to $113.4 million for the three months ended March 31, 2025, from $878.5 million for the three months ended March 31, 2024.

The significant components of the decrease included the following:

1) A decrease from the net change in long-term borrowings of $760.8 million in which long-term borrowings increased $242.1 million during the three months ended March 31, 2025 and increased $1.003 billion during the three months ended March 31, 2024;

2) A decrease from higher payments of contingent consideration of $8.8 million not included in earnings that occurred during the three months ended March 31, 2025;

3) A decrease from higher cash dividends paid of $7.9 million due primarily to an increase in our quarterly dividend rate for the three months ended March 31, 2025 to $0.315 per share, from $0.285 per share for the three months ended March 31, 2024;

4) An increase from lower payments related to the issuance of debt of $10.1 million that occurred during the three months ended March 31, 2024.

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

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

Information regarding our NCIB plan can be found under the section “Normal Course Issuer Bid” in Note 17 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Information regarding our NCIB

can be found under the section “Normal Course Issuer Bid” in Note 16 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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

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

Cash dividends of $221.3 million and $196.8 million were paid during the nine months ended September 30, 2024 and 2023, respectively.

Cash dividends of $81.5 million and $73.6 million were paid during the three months ended March 31, 2025 and 2024, respectively.

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

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

We made $659.3 million in capital expenditures for property and equipment during the nine months ended September 30, 2024, and we expect to make total capital expenditures for property and equipment of approximately $1.150 billion in 2024.

We made $212.5 million in capital expenditures for property and equipment during the three months ended March 31, 2025, and we expect to make total capital expenditures for property and equipment in 2025 of between approximately $1.200 billion and $1.225 billion, including $100 million to $150 million for renewable natural gas facilities.

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

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

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

The 2034 Senior Notes were issued under the Indenture, dated as of November 16, 2018, 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, as supplemented by the Eighth Supplemental Indenture, dated as of February 21, 2024.

See Note 10 to our Condensed Consolidated Financial Statements for further details on the 2034 Senior Notes.

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.

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

On 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.

The Company intends to use substantially all of the proceeds of the borrowings under the Revolving Credit Agreement (i) to repay certain outstanding indebtedness under other credit facilities, (ii) to finance acquisitions, dividends or other equity distributions, in each case as permitted thereunder, (iii) for capital expenditures, working capital and payment of certain transaction fees, costs and expenses and (iv) other lawful corporate purposes.

See Note 10 to our Condensed Consolidated Financial Statements for further details on the new Revolving Credit Agreement.

On June 13, 2024, we completed an underwritten public offering of CAD $500.0 million aggregate principal amount of our 4.50% Senior Notes due 2029 (the “New 2029 Senior Notes”).

The New 2029 Senior Notes were issued under the Indenture, dated as of November 16, 2018, 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, as supplemented by the Ninth Supplemental Indenture, dated as of June 13, 2024.

See Note 10 to our Condensed Consolidated Financial Statements for further details on the New 2029 Senior Notes.

At September 30, 2024, $2.234 billion under the revolving credit facility was outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $57.7 million.

We also had $114.4 million of letters of credit issued and outstanding at September 30, 2024 under a facility other than the Revolving Credit Agreement.

At March 31, 2025, $2.480 billion under the revolving credit facility was outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $56.1 million.

We also had $111.9 million of letters of credit issued and outstanding at March 31, 2025 under a facility other than the Revolving Credit Agreement.

Our Revolving Credit Agreement matures on February 27, 2029.

We are a well-known seasoned issuer planning to file a shelf registration statement on Form S-3 and register an unspecified amount of debt securities, including debentures, notes or other types of debt.

In the future, we may issue debt securities under such shelf registration statement or in private placements from time to time on an opportunistic basis, based on market conditions and available pricing.

We are a well-known seasoned issuer with an effective shelf registration statement on Form S-3 filed in October 2024, which registers an unspecified amount of debt securities, including debentures, notes or other types of debt.

In the future, we may issue debt securities under our shelf registration statement or in private placements from time to time on an opportunistic basis, based on market conditions and available pricing.

Unless otherwise indicated in the relevant offering documents, we expect to use the proceeds from any such offerings for general corporate purposes, including repaying, redeeming or repurchasing debt, acquiring additional assets or businesses, capital expenditures and increasing our working capital.

At September 30, 2024, we had the following contractual obligations:

At March 31, 2025, we had the following contractual obligations:

Payments Due by Period

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dollar base rate loans, Canadian dollar term CORRA rate loans, and Canadian dollar prime rate loans.

At September 30, 2024, $1.430 billion of the outstanding borrowings drawn under the revolving credit facility were in U.S.

At March 31, 2025, $1.705 billion of the outstanding borrowings drawn under the revolving credit facility were in U.S.

term SOFR rate loans, which bear interest at the term SOFR rate plus the applicable margin (for a total rate ranging from 5.42% to 5.43% on such date).

At September 30, 2024, $25.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S.

At March 31, 2025, $20.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S.

base rate loans, which bear interest at the base rate plus the applicable margin (for a total rate of 7.50% on such date).

At September 30, 2024, $774.1 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based CORRA rate loans, which bear interest at the term CORRA rate plus the applicable margin (for a total rate ranging from 5.54% to 5.58% on such date).

At September 30, 2024, $5.2 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based prime rate loans, which bear interest at the Canadian prime rate plus the applicable prime rate margin (for a total rate of 6.45% on such date).

At March 31, 2025, $744.3 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based CORRA rate loans, which bear interest at the term CORRA rate plus the applicable margin (for a total rate ranging from 4.02% to 4.21% on such date).

At March 31, 2025, $10.4 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based prime rate loans, which bear interest at the Canadian prime rate plus the applicable prime rate margin (for a total rate of 4.95% on such date).

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

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12) $29.3 million in principal payments related to our notes payable to sellers and other third parties.

Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at September 30, 2024, and have maturity dates ranging from 2028 to 2036.

Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at March 31, 2025, and have maturity dates ranging from 2028 to 2044.

13) $8.3 million in principal payments related to our financing leases.

Our financing leases bear interest at rates between 1.89% and 5.07% at September 30, 2024, and have expiration dates ranging from 2026 to 2029.

Our financing leases bear interest at rates between 1.89% and 5.07% at March 31, 2025, and have expiration dates ranging from 2026 to 2029.

The following assumptions were made in calculating cash interest payments:

1) We calculated cash interest payments on the Revolving Credit Agreement using the term SOFR rate plus the applicable term SOFR margin, the base rate plus the applicable base rate margin, the term CORRA rate plus the applicable margin and the Canadian prime rate plus the applicable prime rate margin at September 30, 2024.

We assumed the Revolving Credit Agreement is paid off when it matures on February 27, 2029.

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

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

Contingent consideration payments include $82.6 million recorded as liabilities in our Condensed Consolidated Financial Statements at September 30, 2024, and $15.9 million of future interest accretion on the recorded obligations.

Contingent consideration payments include $75.3 million recorded as liabilities in our Condensed Consolidated Financial Statements at March 31, 2025, and $14.9 million of future interest accretion on the recorded obligations.

We are party to operating lease agreements and finance leases.

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

At September 30, 2024, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 62.9 million gallons remaining to be purchased for a total of $191.6 million.

At March 31, 2025, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 59.1 million gallons remaining to be purchased for a total of $178.0 million.

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

These arrangements have not materially affected our financial position, results of operations or liquidity during the nine months ended September 30, 2024, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.

These arrangements have not materially affected our financial position, results of operations or liquidity during the three months ended March 31, 2025, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.

We have obtained financial surety bonds, primarily to support our financial assurance needs and landfill and E&P waste operations.

We provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $1.966 billion and $1.645 billion at September 30, 2024 and December 31, 2023, respectively.

We provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $2.022 billion and $2.011 billion at March 31, 2025 and December 31, 2024, respectively.

From time to time, we evaluate our existing operations and their strategic importance to us.

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Although we believe our reporting units would not be impaired by such dispositions, we could incur losses on them.

The disposal tonnage that we received in the nine month periods ended September 30, 2024 and 2023, at all of our landfills during the respective period, is shown below (tons in thousands):

Nine Months Ended September 30,

The disposal tonnage that we received in the three month periods ended March 31, 2025 and 2024, at all of our landfills during the respective period, is shown below (tons in thousands):

Three Months Ended March 31,

Owned operational landfills and landfills operated under life-of-site agreements

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Other companies may calculate adjusted free cash flow differently.

Our adjusted free cash flow for the nine month periods ended September 30, 2024 and 2023, are calculated as follows (amounts in thousands of U.S.

Nine Months Ended

September 30,

Our adjusted free cash flow for the three month periods ended March 31, 2025 and 2024, are calculated as follows (amounts in thousands of U.S.

Three Months Ended

Net cash provided by operating activities

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Capital expenditures for property and equipment

Payment of contingent consideration recorded in earnings (a)

Transaction-related expenses (a)

Executive separation costs (b)

Pre-existing Progressive Waste share-based grants (c)

Pre-existing Progressive Waste share-based grants (b)

Executive separation costs (c)

Tax effect (d)

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____________________

(a) Reflects the addback of acquisition-related payments for contingent consideration that were recorded as expenses in earnings and as a component of cash flows from operating activities as the amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition date.

(b) Reflects the addback of acquisition-related transaction costs.

(d) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.

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

(a) Reflects the addback of acquisition-related transaction costs.

(b) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.

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

Adjusted EBITDA

5 unchanged sentences

Other companies may calculate adjusted EBITDA differently.

Our adjusted EBITDA for the three and nine month periods ended September 30, 2024 and 2023, are calculated as follows (amounts in thousands of U.S.

Our adjusted EBITDA for the three month periods ended March 31, 2025 and 2024, are calculated as follows (amounts in thousands of U.S.

Three Months Ended

Nine Months Ended

September 30,

Net income attributable to Waste Connections

Net income (loss) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests

Income tax provision

4 unchanged sentences

Impairments and other operating items

Other income, net

Other expense (income), net

Transaction-related expenses (a)

Fair value changes to equity awards (b)

Executive separation costs (c)

Adjusted EBITDA

2 unchanged sentences

(b) Reflects fair value accounting changes associated with certain equity awards .

Adjusted Net Income Attributable to Waste Connections and Adjusted Net Income per Diluted Share Attributable to Waste Connections

5 unchanged sentences

Other companies may calculate these non-GAAP financial measures differently.

Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the three and nine month periods ended September 30, 2024 and 2023, are calculated as follows (amounts in thousands of U.S.

Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the three month periods ended March 31, 2025 and 2024, are calculated as follows (amounts in thousands of U.S.

dollars, except per share amounts):

Three Months Ended

Nine Months Ended

September 30,

Reported net income attributable to Waste Connections

3 unchanged sentences

Fair value changes to equity awards (d)

Executive separation costs (e)

Tax effect (f)

Tax effect (e)

Adjusted net income attributable to Waste Connections

7 unchanged sentences

(d) Reflects fair value accounting changes associated with certain equity awards.

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

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

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

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

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

Additionally, significant changes in trade policies, including tariffs in the U.S.

or retaliatory policies in other countries, including Canada, may increase the cost of certain equipment we purchase in the U.S.

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

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

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

We believe that, over time, we should be able to increase prices to offset many cost increases that result from inflation and any potential impact from changes in trade policies or tariffs within the ordinary course of business.

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

5 unchanged sentences

Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs.

Greater precipitation in the winter increases the weight of collected municipal solid waste, resulting in higher disposal costs, which are calculated on a per ton basis.

Greater precipitation in the winter increases the weight of collected municipal solid waste, resulting in higher disposal costs, which are calculated primarily on a per ton basis.

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 2. Management’s Discussion and Analysis