UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2024
	Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 1-34370

WASTE CONNECTIONS, INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada

(State or other jurisdiction of incorporation or organization)

98-1202763

(I.R.S. Employer Identification No.)

6220 Hwy 7, Suite 600

Woodbridge

Ontario L4H 4G3

Canada

(Address of principal executive offices)

(905) 532-7510

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	WCN	New York Stock Exchange (“NYSE”) Toronto Stock Exchange (“TSX”)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


þ Large Accelerated Filer	◻ Accelerated Filer	◻ Non-accelerated Filer	☐ Smaller Reporting Company	☐ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common shares:

As of October 11, 2024: 258,063,121 common shares

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands of U.S. dollars, except share and per share amounts)


	September 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and equivalents	$	115,265	$	78,399
Accounts receivable, net of allowance for credit losses of $23,660 and $23,553 at September 30, 2024 and December 31, 2023, respectively		990,896		856,953
Prepaid expenses and other current assets		248,971		206,433
Total current assets		1,355,132		1,141,785

Restricted cash		123,243		105,639
Restricted investments		79,455		70,350
Property and equipment, net		8,234,162		7,228,331
Operating lease right-of-use assets		311,717		261,782
Goodwill		7,922,757		7,404,400
Intangible assets, net		1,982,809		1,603,541
Other assets, net		86,089		100,048
Total assets	$	20,095,364	$	17,915,876
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	706,284	$	642,455
Book overdraft		14,568		14,855
Deferred revenue		377,475		355,203
Accrued liabilities		552,741		521,428
Current portion of operating lease liabilities		39,618		32,533
Current portion of contingent consideration		55,474		94,996
Current portion of long-term debt and notes payable		7,873		26,462
Total current liabilities		1,754,033		1,687,932

Long-term portion of debt and notes payable		8,160,538		6,724,771
Long-term portion of operating lease liabilities		275,547		238,440
Long-term portion of contingent consideration		27,125		20,034
Deferred income taxes		1,099,369		1,022,480
Other long-term liabilities		517,297		524,438
Total liabilities		11,833,909		10,218,095

Commitments and contingencies (Note 18)

Equity:
Common shares: 258,062,086 shares issued and 258,009,392 shares outstanding at September 30, 2024; 257,659,921 shares issued and 257,600,479 shares outstanding at December 31, 2023		3,282,345		3,276,661
Additional paid-in capital		310,046		284,284
Accumulated other comprehensive loss		(64,950)		(9,826)
Treasury shares: 52,694 and 59,442 shares at September 30, 2024 and December 31, 2023, respectively		—		—
Retained earnings		4,734,014		4,141,690
Total Waste Connections’ equity		8,261,455		7,692,809
Noncontrolling interest in subsidiaries		—		4,972
Total equity		8,261,455		7,697,781
Total liabilities and equity	$	20,095,364	$	17,915,876

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

Table of Contents

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(Unaudited)

(In thousands of U.S. dollars, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues	$	2,338,488	$	2,064,744	$	6,659,308	$	5,986,342
Operating expenses:
Cost of operations		1,344,079		1,204,603		3,866,932		3,548,893
Selling, general and administrative		222,526		196,316		672,110		606,367
Depreciation		248,473		214,966		712,392		632,347
Amortization of intangibles		45,170		39,405		129,584		117,740
Impairments and other operating items		2,897		56,477		11,441		69,201
Operating income		475,343		352,977		1,266,849		1,011,794

Interest expense		(83,520)		(69,016)		(244,385)		(204,914)
Interest income		3,331		2,833		9,391		6,886
Other income, net		4,904		5,372		12,727		8,346
Income before income tax provision		400,058		292,166		1,044,582		822,112

Income tax provision		(92,012)		(62,975)		(232,008)		(185,915)
Net income		308,046		229,191		812,574		636,197
Plus (less): Net loss (income) attributable to noncontrolling interests		—		(165)		1,003		(150)
Net income attributable to Waste Connections	$	308,046	$	229,026	$	813,577	$	636,047

Earnings per common share attributable to Waste Connections’ common shareholders:
Basic	$	1.19	$	0.89	$	3.15	$	2.47
Diluted	$	1.19	$	0.89	$	3.15	$	2.46

Shares used in the per share calculations:
Basic		258,023,661		257,633,703		257,939,935		257,535,408
Diluted		258,756,528		258,229,404		258,601,815		258,110,484

Cash dividends per common share	$	0.285	$	0.255	$	0.855	$	0.765

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

Table of Contents

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands of U.S. dollars)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	308,046	$	229,191	$	812,574	$	636,197

Other comprehensive income (loss), before tax:
Interest rate swap amounts reclassified into interest expense		(5,432)		(5,286)		(16,237)		(14,120)
Changes in fair value of interest rate swaps		(8,946)		7,788		4,846		20,979
Foreign currency translation adjustment		32,273		(50,020)		(46,752)		2,527
Other comprehensive income (loss), before tax		17,895		(47,518)		(58,143)		9,386
Income tax expense (benefit) related to items of other comprehensive income (loss)		3,810		(663)		3,019		(1,818)
Other comprehensive income (loss), net of tax		21,705		(48,181)		(55,124)		7,568
Comprehensive income		329,751		181,010		757,450		643,765
Plus (less): Comprehensive loss (income) attributable to noncontrolling interests		—		(165)		1,003		(150)
Comprehensive income attributable to Waste Connections	$	329,751	$	180,845	$	758,453	$	643,615

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

Table of Contents

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands of U.S. dollars, except share amounts)


	WASTE CONNECTIONS' EQUITY
						ACCUMULATED
				ADDITIONAL		OTHER
	COMMON SHARES			PAID-IN		COMPREHENSIVE		TREASURY SHARES			RETAINED		NONCONTROLLING
	SHARES	AMOUNT		CAPITAL		INCOME (LOSS)		SHARES	AMOUNT		EARNINGS		INTERESTS		TOTAL
Balances at December 31, 2023	257,600,479	$	3,276,661	$	284,284	$	(9,826)	59,442	$	—	$	4,141,690	$	4,972	$	7,697,781
Sale of common shares held in trust	1,750		286		—		—	(1,750)		—		—		—		286
Vesting of restricted share units	329,996		—		—		—	—		—		—		—		—
Vesting of performance-based restricted share units	153,555		—		—		—	—		—		—		—		—
Restricted share units released from deferred compensation plan	19,149		—		—		—	—		—		—		—		—
Tax withholdings related to net share settlements of equity-based compensation	(256,512)		—		(30,850)		—	—		—		—		—		(30,850)
Equity-based compensation	—		—		19,016		—	—		—		—		—		19,016
Exercise of warrants	97,901		—		—		—	—		—		—		—		—
Issuance of shares under employee share purchase plan	15,407		2,183		—		—	—		—		—		—		2,183
Cash dividends on common shares	—		—		—		—	—		—		(73,573)		—		(73,573)
Amounts reclassified into earnings, net of taxes	—		—		—		(3,958)	—		—		—		—		(3,958)
Changes in fair value of cash flow hedges, net of taxes	—		—		—		7,329	—		—		—		—		7,329
Foreign currency translation adjustment	—		—		—		(56,381)	—		—		—		—		(56,381)
Net income (loss)	—		—		—		—	—		—		230,054		(927)		229,127
Balances at March 31, 2024	257,961,725		3,279,130		272,450		(62,836)	57,692		—		4,298,171		4,045		7,790,960
Vesting of restricted share units	5,539		—		—		—	—		—		—		—		—
Tax withholdings related to net share settlements of equity-based compensation	(6,053)		—		(414)		—	—		—		—		—		(414)
Equity-based compensation	—		—		18,788		—	—		—		—		—		18,788
Exercise of warrants	4,337		—		—		—	—		—		—		—		—
Cash dividends on common shares	—		—		—		—	—		—		(73,697)		—		(73,697)
Amounts reclassified into earnings, net of taxes	—		—		—		(3,984)	—		—		—		—		(3,984)
Changes in fair value of cash flow hedges, net of taxes	—		—		—		2,808	—		—		—		—		2,808
Foreign currency translation adjustment	—		—		—		(22,643)	—		—		—		—		(22,643)
Purchase of noncontrolling interests	—		—		(32)		—	—		—		—		(3,968)		(4,000)
Net income (loss)	—		—		—		—	—		—		275,477		(77)		275,400
Balances at June 30, 2024	257,965,548		3,279,130		290,792		(86,655)	57,692		—		4,499,951		—		7,983,218
Sale of common shares held in trust	4,998		912		—		—	(4,998)		—		—		—		912
Vesting of restricted share units	4,449		—		—		—	—		—		—		—		—
Vesting of deferred share units	4,602		—		—		—	—		—		—		—		—
Tax withholdings related to net share settlements of equity-based compensation	(15,779)		—		(939)		—	—		—		—		—		(939)
Equity-based compensation	—		—		20,193		—	—		—		—		—		20,193
Exercise of warrants	31,725		—		—		—	—		—		—		—		—
Issuance of shares under employee share purchase plan	13,849		2,303		—		—	—		—		—		—		2,303
Cash dividends on common shares	—		—		—		—	—		—		(73,983)		—		(73,983)
Amounts reclassified into earnings, net of taxes	—		—		—		(3,992)	—		—		—		—		(3,992)
Changes in fair value of cash flow hedges, net of taxes	—		—		—		(6,576)	—		—		—		—		(6,576)
Foreign currency translation adjustment	—		—		—		32,273	—		—		—		—		32,273
Net income	—		—		—		—	—		—		308,046		—		308,046
Balances at September 30, 2024	258,009,392	$	3,282,345	$	310,046	$	(64,950)	52,694	$	—	$	4,734,014	$	—	$	8,261,455

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

Table of Contents

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands of U.S. dollars, except share amounts)


	WASTE CONNECTIONS' EQUITY
						ACCUMULATED
				ADDITIONAL		OTHER
	COMMON SHARES			PAID-IN		COMPREHENSIVE		TREASURY SHARES			RETAINED		NONCONTROLLING
	SHARES	AMOUNT		CAPITAL		INCOME (LOSS)		SHARES	AMOUNT		EARNINGS		INTERESTS		TOTAL
Balances at December 31, 2022	257,145,716	$	3,271,958	$	244,076	$	(56,830)	65,459	$	—	$	3,649,494	$	4,946	$	7,113,644
Sale of common shares held in trust	5,803		765		—		—	(5,803)		—		—		—		765
Vesting of restricted share units


		Page
PART I – FINANCIAL INFORMATION (unaudited)
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Net Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 4.	Controls and Procedures	64
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	65
Item 6.	Exhibits	65
Signatures		66