What changed in this filing

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Item 1. Financial Statements

2025-07-24 compared with 2025-04-24 · 332 added, 192 removed, 878 unchanged (37% of the section changed)

6 unchanged sentences

Cash and equivalents

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

Accounts receivable, net of allowance for credit losses of $ 23,612 and $ 25,730 at June 30, 2025 and December 31, 2024, respectively

Prepaid expenses and other current assets

24 unchanged sentences

Common shares:

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

258,393,105 shares issued and 258,346,757 shares outstanding at June 30, 2025;

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

2 unchanged sentences

Treasury shares:

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

46,348 and 48,098 shares at June 30, 2025 and December 31, 2024, respectively

Retained earnings

7 unchanged sentences

dollars, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

6 unchanged sentences

Interest income

Other income (expense), net

Other income, net

Income before income tax provision

9 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income (loss), before tax:

2 unchanged sentences

Foreign currency translation adjustment

Other comprehensive loss, before tax

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

Other comprehensive loss, net of tax

Other comprehensive income (loss), before tax

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

Other comprehensive income (loss), net of tax

Comprehensive income

26 unchanged sentences

Balances at March 31, 2025

Vesting of restricted share units

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

Equity-based compensation

Exercise of warrants

Repurchase of common shares

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Balances at June 30, 2025

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

24 unchanged sentences

Balances at March 31, 2024

Vesting of restricted share units

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

Equity-based compensation

Exercise of warrants

Cash dividends on common shares

Amounts reclassified into earnings, net of taxes

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

Foreign currency translation adjustment

Purchase of noncontrolling interests

Net income (loss)

Balances at June 30, 2024

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

2 unchanged sentences

(In thousands of U.S.

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Loss from disposal of assets, impairments and other

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

Amortization of intangibles

4 unchanged sentences

Interest accretion

Payment of contingent consideration recorded in earnings

Adjustments to contingent consideration

6 unchanged sentences

Proceeds from disposal of assets

Proceeds from sale of investment in noncontrolling interests

Net cash used in investing activities

( 1,019,972 )

( 1,794,104 )

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

( 1,488,785 )

( 2,234,998 )

Payment of contingent consideration recorded at acquisition date

Change in book overdraft

Payments for repurchase of common shares

Payments for cash dividends

3 unchanged sentences

Proceeds from sale of common shares held in trust

Net cash provided by financing activities

Net cash provided by (used in) financing activities

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

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of period

Non-cash financing activities:

Non-cash investing and financing activities:

Liabilities assumed and notes payable issued to sellers of businesses acquired

Changes in accrued capital expenditures for property and equipment

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

5 unchanged sentences

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

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

and its subsidiaries (the “Company”) for the three and six month periods ended June 30, 2025 and 2024.

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

41 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Industrial and construction roll off

4 unchanged sentences

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

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

Substantially all of the deferred revenue recorded as of March 31, 2025 was recognized as revenue during the three months ended June 30, 2025 when the service was performed.

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

2 unchanged sentences

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

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

The Company had $ 28,661 and $ 28,161 of deferred sales incentives at June 30, 2025 and December 31, 2024, respectively.

WASTE CONNECTIONS, INC.

11 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Beginning balance

5 unchanged sentences

LANDFILL ACCOUNTING

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

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

At June 30, 2025, the Company’s landfills consisted of 101 owned landfills, five landfills operated under life-of-site operating agreements and seven landfills operated under limited-term operating agreements.

The Company’s landfills had site costs with a net book value of $ 3,337,568 at June 30, 2025.

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

11 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

Based on remaining permitted capacity as of June 30, 2025, and projected annual disposal volumes, the average remaining landfill life for the Company’s owned landfills and landfills operated under life-of-site operating agreements is estimated to be approximately 31 years .

As of June 30, 2025, the Company is seeking to expand permitted capacity at six of its owned landfills and two landfills that it operates under life-of-site operating agreements, and considers the achievement of these expansions to be probable.

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

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

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

During the six months ended June 30, 2025 and 2024, the Company expensed $ 126,953 and $ 134,304 , respectively, related to landfill depletion at owned landfills and landfills operated under life-of-site agreements.

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

7 unchanged sentences

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

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

During the six months ended June 30, 2025 and 2024, the Company expensed $ 23,886 and $ 15,386 , respectively, related to final capping, closure and post-closure accretion expense.

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

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

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 2024 to June 30, 2025:

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

3 unchanged sentences

Foreign currency translation adjustment

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

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

Final capping, closure and post-closure liability at June 30, 2025

Liability adjustments of $ 22,759 for the six months ended June 30, 2025, represent non-cash changes to final capping, closure and post-closure liabilities and are recorded on the Condensed Consolidated Balance Sheets along with an

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

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

At June 30, 2025 and December 31, 2024, the current portion of final capping, closure and post-closure liabilities, included in Accrued Liabilities on the Condensed Consolidated Balance Sheets, was $ 176,067 and $ 199,735 , respectively, and the long-term portion of final capping, closure and post-closure liabilities, included in Other long-term liabilities on the Condensed Consolidated Balance Sheets, was $ 583,415 and $ 660,388 , respectively.

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

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

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

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

At June 30, 2025 and December 31, 2024, $ 10,607 and $ 8,852 , respectively, of the Company’s restricted cash balance and $ 77,620 and $ 77,855 , respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

The Company acquired 10 immaterial non-hazardous solid waste collection and recycling businesses and two immaterial E&P waste treatment and disposal businesses during the six months ended June 30, 2025.

The total transaction-related expenses incurred during the six months ended June 30, 2025 for these acquisitions were $ 15,943 .

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

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

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

The Company acquired 14 immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses and two immaterial E&P waste treatment and disposal businesses during the six months ended June 30, 2024.

The total transaction-related expenses incurred during the six months ended June 30, 2024 for these acquisitions were $ 17,103 .

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

6 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the three months ended March 31, 2025 and 2024:

Fair value of consideration transferred:

15 unchanged sentences

Total identifiable net assets

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

The fair value of acquired working capital related to six immaterial acquisitions completed during the twelve months ended March 31, 2025, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

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

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

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

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

Goodwill acquired during the six months ended June 30, 2025 and 2024, totaling $ 117,571 and $ 360,061 , respectively, is expected to be deductible for tax purposes.

The fair value of acquired working capital related to seven immaterial acquisitions completed during the twelve months ended June 30, 2025, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed.

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

The adjustments recorded during the six months ended June 30, 2025 relating to finalizing the acquired working capital for the immaterial acquisitions completed during the twelve months ended December 31, 2024 were not material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2025, was $ 18,687 , of which $ 433 was expected to be uncollectible.

The gross amount of trade receivables due under contracts acquired during the six months ended June 30, 2024, was $ 64,911 , of which $ 899 was expected to be uncollectible.

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

4 unchanged sentences

INTANGIBLE ASSETS, NET

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

Intangible assets, exclusive of goodwill, consisted of the following at June 30, 2025:

Finite-lived intangible assets:

7 unchanged sentences

( 1,361,358 )

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

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

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

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the six months ended June 30, 2025 was 8.8 years.

The weighted-average amortization period of customer lists acquired during the six months ended June 30, 2025 was 10.4 years.

The weighted-average amortization period of finite-lived permits and other acquired during the six months ended June 30, 2025 was 37.0 years.

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

8 unchanged sentences

( 1,258,507 )

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

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of June 30, 2025 is as follows:

For the year ending December 31, 2025

8 unchanged sentences

LONG-TERM DEBT

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

The following table presents the Company’s long-term debt at June 30, 2025 and December 31, 2024:

Revolving Credit Agreement, bearing interest ranging from 3.86 % to 7.50 % (a)

9 unchanged sentences

3.05 % Senior Notes due 2050

2.95 % Senior Notes due 2052

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

4 unchanged sentences

____________________

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

(a) Interest rates represent the interest rates at June 30, 2025.

WASTE CONNECTIONS, INC.

5 unchanged sentences

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

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

Details of the Revolving Credit Agreement at June 30, 2025 and December 31, 2024 are as follows:

Letters of credit outstanding

23 unchanged sentences

Commitment – rate applicable

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

In addition to the $ 59,983 of letters of credit at June 30, 2025 issued and outstanding under the Revolving Credit Agreement, the Company has issued and outstanding letters of credit totaling $ 113,606 under facilities other than the Revolving Credit Agreement.

On June 4, 2025, the Company completed an underwritten public offering of $ 500,000 aggregate principal amount of its 5.25 % Senior Notes due 2035 (the “2035 Senior Notes”).

The 2035 Senior Notes were issued under an indenture, dated as of November 16, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and U.S.

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

Bank National Association, as trustee (the “Trustee”), as supplemented by a tenth supplemental indenture, dated as of June 4, 2025.

The Company will pay interest on the 2035 Senior Notes on March 1 and September 1 of each year, beginning March 1, 2026, and the 2035 Senior Notes will mature on September 1, 2035 .

The 2035 Senior Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with its other existing and future unsubordinated debt and

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

senior to any of its future subordinated debt.

The 2035 Senior Notes will not be guaranteed by any of the Company’s subsidiaries.

The Company may, prior to June 1, 2035 (three months before the maturity date) (the “2035 Senior Notes Par Call Date”), redeem some or all of the 2035 Senior Notes, at any time and from time to time, at a redemption price equal to the greater of 100 % of the principal amount of the 2035 Senior Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the 2035 Senior Notes redeemed discounted to the redemption date (assuming the 2035 Senior Notes matured on the 2035 Senior Notes Par Call Date), plus, in either case, accrued and unpaid interest thereon to the redemption date.

Commencing on June 1, 2035 (three months before the maturity date), the Company may redeem some or all of the 2035 Senior Notes, at any time and from time to time, at a redemption price equal to the principal amount of the 2035 Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Under certain circumstances, the Company may become obligated to pay additional amounts (the “Additional Amounts”) with respect to the 2035 Senior Notes to ensure that the net amounts received by each holder of the 2035 Senior Notes will not be less than the amount such holder would have received if withholding taxes or deductions were not incurred on a payment under or with respect to the 2035 Senior Notes.

If such payment of Additional Amounts is a result of a change in, or amendment to, any official position or the introduction of an official position regarding the application, administration or interpretation thereof (including a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), of any jurisdiction from or through which payment is made by or on behalf of the Notes having power to tax, and the Company cannot avoid such payments of Additional Amounts through reasonable measures, then the Company may redeem the 2035 Senior Notes then outstanding at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

If the Company experiences certain kinds of changes of control, each holder of the 2035 Senior Notes may require the Company to purchase all or a portion of the 2035 Senior Notes for cash at a price equal to 101 % of the aggregate principal amount of such 2035 Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the purchase date.

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

The Indenture also includes customary events of default with respect to the 2035 Senior Notes.

Upon an event of default, the principal of and accrued and unpaid interest on all the 2035 Senior Notes may be declared to be due and payable by the Trustee or the holders of not less than 25 % in principal amount of the outstanding 2035 Senior Notes.

Upon such a declaration, such principal and accrued interest on all of the 2035 Senior Notes will be due and payable immediately.

In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding 2035 Senior Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the 2035 Senior Notes.

Under certain circumstances, the holders of a majority in principal amount of the outstanding 2035 Senior Notes may rescind any such acceleration with respect to the 2035 Senior Notes and its consequences.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

SEGMENT REPORTING

1 unchanged sentence

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

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

For the six months ended June 30, 2025, the Company managed its operations through the following six geographic solid waste operating segments:

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

1 unchanged sentence

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

Certain corporate or regional

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

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

4 unchanged sentences

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

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

Summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2025 and 2024, is shown in the following tables:

Three Months Ended

March 31, 2025

June 30, 2025

Corporate (a), (f)

15 unchanged sentences

Three Months Ended

March 31, 2024

June 30, 2024

Corporate (a), (f)

10 unchanged sentences

Total assets (g)

Six Months Ended

June 30, 2025

Corporate (a), (f)

Intercompany revenue (b)

Reported revenue

Segment expenses (c)

( 3,177,399 )

Segment EBITDA (d)

Segment EBITDA margin

Depreciation and amortization

Other segment items (e)

Income before income tax provision

Capital expenditures

Total assets (g)

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Six Months Ended

June 30, 2024

Corporate (a), (f)

Intercompany revenue (b)

Reported revenue

Segment expenses (c)

( 2,972,436 )

Segment EBITDA (d)

Segment EBITDA margin

Depreciation and amortization

Other segment items (e)

Income before income tax provision

Capital expenditures

Total assets (g)

____________________

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

9 unchanged sentences

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

The following tables show changes in goodwill during the six months ended June 30, 2025 and 2024, by reportable segment:

Balance as of December 31, 2024

2 unchanged sentences

Impact of changes in foreign currency

Balance as of March 31, 2025

Balance as of June 30, 2025

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Balance as of December 31, 2023

Goodwill acquired

Goodwill acquisition adjustments

Impact of changes in foreign currency

Balance as of March 31, 2024

Balance as of June 30, 2024

DERIVATIVE FINANCIAL INSTRUMENTS

5 unchanged sentences

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

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

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

The interest rate swaps outstanding at June 30, 2025 were specifically designated to the Revolving Credit Agreement and accounted for as cash flow hedges.

At June 30, 2025, the Company’s derivative instruments included four interest rate swap agreements as follows:

Interest Rate

15 unchanged sentences

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

The fair values of derivative instruments designated as cash flow hedges at June 30, 2025, were as follows:

Derivatives Designated as Cash

9 unchanged sentences

____________________

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

(a) Represents the estimated amount of the existing unrealized gains on interest rate swaps at June 30, 2025 (based on the interest rate yield curve at that date), included in AOCIL expected to be reclassified into pre-tax earnings within the next 12 months.

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

The fair values of derivative instruments designated as cash flow hedges at December 31, 2024, were as follows:

9 unchanged sentences

Total derivatives designated as cash flow hedges

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

The following tables summarize the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and six months ended June 30, 2025 and 2024:

Amount of (Gain) or Loss Reclassified

9 unchanged sentences

Interest expense

Amount of (Gain) or Loss Reclassified

Designated as Cash

Amount of Gain or (Loss) Recognized

from AOCIL into Earnings,

as AOCIL on Derivatives, Net of Tax (a)

Classification

Net of Tax (b)

Six Months Ended

Interest rate swaps

Interest expense

____________________

5 unchanged sentences

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

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

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

As of June 30, 2025 and December 31, 2024, the carrying values of cash and equivalents, trade receivables, restricted cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values.

The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of June 30, 2025 and December 31, 2024, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2

WASTE CONNECTIONS, INC.

3 unchanged sentences

within the fair value hierarchy.

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

The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of June 30, 2025 and December 31, 2024, are as follows:

Carrying Value at

10 unchanged sentences

3.05 % Senior Notes due 2050

2.95 % Senior Notes due 2052

____________________

3 unchanged sentences

NET INCOME PER SHARE INFORMATION

The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the three months ended March 31, 2025 and 2024:

Three Months Ended

Six Months Ended

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

6 unchanged sentences

Level 1, defined as quoted market prices in active markets for identical assets or liabilities;

Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

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

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

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

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

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

At June 30, 2025 and December 31, 2024, the Company’s derivative instruments included pay-fixed, receive-variable interest rate swaps.

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

6 unchanged sentences

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

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

Fair Value Measurement at March 31, 2025 Using

The Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024, were as follows:

Fair Value Measurement at June 30, 2025 Using

Quoted Prices in

17 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

Three Months Ended March 31,

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

Beginning balance

1 unchanged sentence

Payment of contingent consideration recorded at acquisition date

Payment of contingent consideration recorded in earnings

Adjustments to contingent consideration

4 unchanged sentences

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

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

Three Months Ended March 31, 2025

The components of other comprehensive income (loss) and related tax effects for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30, 2025

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Interest rate swap amounts reclassified into interest expense

1 unchanged sentence

Foreign currency translation adjustment

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

Six Months Ended June 30, 2025

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

Six Months Ended June 30, 2024

Interest rate swap amounts reclassified into interest expense

Changes in fair value of interest rate swaps

Foreign currency translation adjustment

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

A rollforward of the amounts included in AOCIL, net of taxes, for the six months ended June 30, 2025 and 2024, is as follows:

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2025

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Balance at June 30, 2025

Comprehensive

4 unchanged sentences

Foreign currency translation adjustment

Balance at March 31, 2024

Balance at June 30, 2024

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

2 unchanged sentences

Restricted Share Units

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

A summary of activity related to restricted share units (“RSUs”) during the six-month period ended June 30, 2025, is presented below:

Unvested Shares

1 unchanged sentence

Vested and issued

Outstanding at March 31, 2025

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

Outstanding at June 30, 2025

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the six-month period ended June 30, 2025 was $ 185.67 .

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

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

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

Performance-Based Restricted Share Units

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

Unvested Shares

Outstanding at December 31, 2024

Vested and issued

Outstanding at March 31, 2025

At June 30, 2025 and 2024, the Company had 29,092 and 29,980 vested deferred RSUs outstanding, respectively.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

Performance-Based Restricted Share Units

A summary of activity related to performance-based restricted share units (“PSUs”) during the six-month period ended June 30, 2025, is presented below:

Unvested Shares

Outstanding at December 31, 2024

Vested and issued

Outstanding at June 30, 2025

During the six months ended June 30, 2025, the Company’s Compensation Committee granted PSUs with three-year performance-based metrics that the Company must meet before those awards may be earned, and the performance period for those grants ends on December 31, 2027 .

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

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

The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the six-month period ended June 30, 2025 was $ 176.19 .

Deferred Share Units

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

A summary of activity related to deferred share units (“DSUs”) during the six-month period ended June 30, 2025, is presented below:

Vested Shares

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

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

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

The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the six-month period ended June 30, 2025 was $ 189.04 .

Other Restricted Share Units

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

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

A summary of activity related to Progressive Waste RSUs during the six-month period ended June 30, 2025, is presented below:

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Employee Share Purchase Plan

3 unchanged sentences

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

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Under the ESPP, employees purchased 15,922 of the Company’s common shares for $ 2,593 during the six months ended June 30, 2025.

Under the ESPP, employees purchased 15,407 of the Company’s common shares for $ 2,183 during the six months ended June 30, 2024.

Normal Course Issuer Bid

8 unchanged sentences

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

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

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

For the six months ended June 30, 2025, the Company repurchased 2,100 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 389 .

For the six months ended June 30, 2024, the Company did not repurchase any common shares pursuant to the NCIB in effect during that period.

As of June 30, 2025, the maximum number of shares available for repurchase under the current NCIB was 12,899,881 .

Cash Dividend

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

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

Cash dividends of $ 162,950 and $ 147,271 were paid during the six months ended June 30, 2025 and 2024, respectively.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Company’s business.

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

Except as noted in the matters described below, as of June 30, 2025, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse effect on its business, financial condition, results of operations or cash flows.

Jefferson Parish, Louisiana Landfill Litigation

9 unchanged sentences

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

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

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

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

The Ictech-Bendeck plaintiffs seek unspecified damages.

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

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

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

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

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

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

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

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

Counsel for the putative class

On June 13, 2025, the Company’s subsidiaries and the Addison plaintiffs executed the settlement agreement, and on July 2, 2025, the court entered an order dismissing the Addison action with prejudice.

WASTE CONNECTIONS, INC.

2 unchanged sentences

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

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

The Ictech-Bendeck plaintiffs sought unspecified damages.

The court held an eight-day trial on general causation during early 2022.

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

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

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

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

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

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

3 unchanged sentences

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

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

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

On May 8, 2025, the Ictech-Bendeck plaintiffs amended their complaint to proceed with the claims of five individual plaintiffs.

On July 11, 2025, the Court issued a scheduling order setting deadlines through December 26, 2025 for fact and expert discovery, and setting a 10-day jury trial to begin on March 2, 2026.

On July 16, 2025, the Company and counsel for the Ictech-Bendeck plaintiffs reached an agreement in principle to settle the plaintiffs’ claims against the Company in an amount not material to the Company’s financial statements, and after the parties notified the court, on July 18, 2025, the court entered an order dismissing the Ictech-Bendeck action without prejudice pending consummation of the settlement agreements.

On June 3, 2025, counsel for the Ictech-Bendeck plaintiffs filed a new mass action on behalf of approximately 1,600 plaintiffs in state court against LRLC, certain other Company subsidiaries, and Aptim Corporation (the “ Crossman ” action).

The case is assigned to Judge Jacqueline F.

Maloney in the 24th Judicial District Court in Jefferson Parish.

The Crossman complaint asserts claims for damages from odors allegedly emanating from the JP Landfill from July 1, 2017 through December 31, 2019.

The petition seeks unspecified damages, but stipulates that no individual plaintiff’s damages exceed $ 74.999 , and waives the right to recover in excess of that amount per plaintiff.

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Los Angeles County, California Landfill Expansion Litigation

13 unchanged sentences

CCL seeks the following relief:

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

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

9 unchanged sentences

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

modifying this tonnage reduction to a gradual step-down in tonnage.

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

15 unchanged sentences

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

However, as described above, CCL has now

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

closed the CC Landfill for the acceptance of waste as of December 31, 2024, and CCL’s remaining claims have been set for trial.

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

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

On May 8, 2025, CCL and the County appeared before the Superior Court for a status conference and order to show cause, and the Superior Court dismissed the case without prejudice, subject to CCL’s right to seek reinitiation of its claims based on the status of the settlement agreement described in paragraph A.

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

4 unchanged sentences

CCL has also received 21 additional NOVs from SCAQMD alleging violations of the Stipulated Order for Abatement, the California Health & Safety Code, other SCAQMD rules, and CCL’s Title V permit.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

1 unchanged sentence

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

Modifications to the Stipulated Order were approved by the Hearing Board after hearings on January 16 and 17, March 21, April 24, August 17, 20, and 27, and November 13, 2024, and April 16, 2025.

Modifications to the Stipulated Order were approved by the Hearing Board after hearings on January 16 and 17, March 21, April 24, August 17, 20, and 27, and November 13, 2024, April 16, 2025, and June 4, 17, and 24, 2025.

The modified Stipulated Order contains 101 conditions.

The next status and modification hearing is scheduled for June 4 and 17, 2025.

The next status and modification hearing is scheduled for October 29 and November 12, 2025.

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

10 unchanged sentences

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

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

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

CCL has submitted a full response to this SOV.

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

13 unchanged sentences

October 4, 2023).

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

That case included class action claims, but in May 2024, those claims were dropped and the

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

case continues as a mass tort case in federal district court.

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

3 unchanged sentences

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

There are approximately 9,200 total plaintiffs in these civil lawsuits as of April 21, 2025, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

There are approximately 9,700 total plaintiffs in these civil lawsuits as of July 23, 2025, which includes some from cases filed but not yet served, and the Company expects additional complaints and plaintiffs in the future.

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

46 unchanged sentences

Claudia Rivera et al.

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

Canyon, LLC et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court;

42 unchanged sentences

Chiquita Canyon, LLC et al.

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

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

filed January 6, 2025);

Grace Lara et al.

Chiquita Canyon, LLC et al.

filed February 10, 2025);

Babken Egoian et al.

Chiquita Canyon, LLC et al.

Cal., filed March 31, 2025);

Kiwi Chang et al.

Chiquita Canyon, LLC et al.

(Los Angeles Superior Court, filed February 24, 2025, transferred to Judge Frimpong but not yet consolidated);

Molina et al.

Chiquita Canyon, LLC et al.

2:25-cv-05352, filed June 10, 2025, transferred to Judge Frimpong but not yet consolidated);

and Mietzner et al.

Chiquita Canyon, LLC et al.

2:25-cv-06061, filed July 2, 2025 but not yet transferred to Judge Frimpong or consolidated).

One law firm filed 359

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLAR AMOUNTS IN THOUSANDS OF U.S.

DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

Chiquita Canyon, LLC, et al.

(Los Angeles Superior Court;

1 unchanged sentence

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

Six cases have been filed, but not yet served:

Four cases have been filed, but not yet served:

Fernando Perez et al.

4 unchanged sentences

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

Grace Lara et al.

Chiquita Canyon, LLC et al.

filed February 10, 2025);

Kiwi Chang et al.

Chiquita Canyon, LLC et al.

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

Lara Ojeda et al.

1 unchanged sentence

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

and Babken Egoian et al.

and Sterling Gateway, L.P.

Chiquita Canyon, LLC et al.

Cal., filed March 31, 2025).

2:25-cv-06328 filed July 10, 2025).

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

5 unchanged sentences

and Waste Connections US, Inc.

titled The People of the State of California and The County of Los Angeles v.

Chiquita Canyon, LLC et al.

Cal, filed December 17, 2024).

This case has been assigned to Judge Frimpong, the same judge overseeing In Re Chiquita Landfill Litigation and is now consolidated with the mass tort for discovery purposes.

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

The Company filed a motion to dismiss on February 19, 2025 and that motion was heard on May 29, 2025.

The Court denied the motion to dismiss on May 30, 2025.

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

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

On May 29, 2025, the County filed a motion for a preliminary injunction, seeking the creation of at least a $ 20,000 abatement fund to relocate 938 residents from Val Verde and Castaic and/or for home hardening expenses.

The County bases that request on numerous declarations, SCAQMD complaint data, SCAQMD NOVs, and a voluntary online odor survey hosted by the Los Angeles Department of Public Health.

An evidentiary hearing on the preliminary injunction was held on July 14 and 15, and the hearing on the motion was held on July 17, 2025.

The parties are awaiting a decision on the motion.

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

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

SUBSEQUENT EVENTS

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 and the Company continues to evaluate the impact on its financial position.

The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

WASTE CONNECTIONS, INC.

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DOLLARS, EXCEPT PER SHARE AMOUNTS OR AS OTHERWISE NOTED)

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

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

SUBSEQUENT EVENT

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

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

On July 22, 2025, the Company’s Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of its NCIB.

The renewal is expected to commence following the conclusion of the Company’s current NCIB expiring August 11, 2025.

Subject to receipt of regulatory approval, the Company anticipates that it will be authorized to make purchases during the period of August 12, 2025 to August 11, 2026 or until such earlier time as the NCIB is completed or terminated at the Company’s option.

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

The dividend will be paid on August 21, 2025 , to shareholders of record on the close of business on August 6, 2025 .

Subsequent to June 30, 2025 and through the date the accompanying condensed financial statements were issued, the Company repurchased 1,297,239 common shares pursuant to the NCIB in effect during that period at an aggregate cost of $ 240,225 .

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

What changed 10-Q

Item 1. Financial Statements