Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

(Mark One)

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20172023

Or

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

Graphic

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

610 Applewood Crescent, 2nd Floor
VaughanWoodbridge

Ontario L4K 0E3L4H 4G3

Canada

(Address of principal executive offices)

(905) (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.

Yesþ No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yesþ 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

filerAccelerated
Filer

Accelerated
Filer

¨ Accelerated

filer Non-accelerated
Filer

Smaller Reporting
Company

¨ Non-accelerated

filer (Do not check if a

smaller reporting

company)

¨ Smaller reporting

company

¨ Emerging growth

companyGrowth
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¨ Noþ

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

As of October 18, 2017:      263,641,02113, 2023: 257,643,341 common shares

Table of Contents

WASTE CONNECTIONS, INC.

FORM 10-Q

TABLE OF CONTENTS

Page

Page

PART I – FINANCIAL INFORMATION (unaudited)

Item 1.

Financial Statements

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

42

32

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

70

56

Item 4.

Controls and Procedures

72

58

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

59

Item 1.6.

Legal Proceedings

73Exhibits

59

Signatures

Item 6.Exhibits73
Signatures73

60

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,

2017

  December 31,
2016
 
ASSETS        
Current assets:        
Cash and equivalents $495,254  $154,382 
Accounts receivable, net of allowance for doubtful accounts of $16,245 and $13,160 at September 30, 2017 and December 31, 2016, respectively  588,534   485,138 
Current assets held for sale  2,021   6,339 
Prepaid expenses and other current assets  107,134   97,533 
Total current assets  1,192,943   743,392 
         
Property and equipment, net  4,783,928   4,738,055 
Goodwill  4,688,348   4,390,261 
Intangible assets, net  1,108,961   1,067,158 
Restricted assets  59,192   63,406 
Long-term assets held for sale  12,619   33,989 
Other assets, net  64,284   67,664 
  $11,910,275  $11,103,925 
LIABILITIES AND EQUITY        
Current liabilities:        
Accounts payable $276,970  $251,253 
Book overdraft  24,923   10,955 
Accrued liabilities  347,439   269,402 
Deferred revenue  142,787   134,081 
Current portion of contingent consideration  13,819   21,453 
Current liabilities held for sale  2,255   3,383 
Current portion of long-term debt and notes payable  11,596   1,650 
Total current liabilities  819,789   692,177 
         
Long-term debt and notes payable  3,925,761   3,616,760 
Long-term portion of contingent consideration  31,136   30,373 
Other long-term liabilities  310,646   331,074 
Deferred income taxes  829,087   778,664 
Total liabilities  5,916,419   5,449,048 
         
Commitments and contingencies (Note 17)        
         
Equity:        
Common shares: 263,640,287 shares issued and 263,443,234 shares outstanding at September 30, 2017; 263,140,777 shares issued and 262,803,271 shares outstanding at December 31, 2016  4,185,458   4,174,808 
Additional paid-in capital  109,627   102,220 
Accumulated other comprehensive income (loss)  114,779   (43,001)
Treasury shares: 197,053 and 337,397 shares at September 30, 2017 and December 31, 2016, respectively  -   - 
Retained earnings  1,578,635   1,413,488 
Total Waste Connections’ equity  5,988,499   5,647,515 
Noncontrolling interest in subsidiaries  5,357   7,362 
Total equity  5,993,856   5,654,877 
  $11,910,275  $11,103,925 

September 30, 

December 31, 

    

2023

    

2022

ASSETS

 

  

 

  

 

Current assets:

 

  

 

  

 

Cash and equivalents

$

96,187

$

78,637

Accounts receivable, net of allowance for credit losses of $23,970 and $22,939 at September 30, 2023 and December 31, 2022, respectively

 

868,093

 

833,862

Prepaid expenses and other current assets

 

187,442

 

205,146

Total current assets

 

1,151,722

 

1,117,645

Restricted cash

102,844

102,727

Restricted investments

 

75,990

 

68,099

Property and equipment, net

 

7,096,769

 

6,950,915

Operating lease right-of-use assets

263,491

192,506

Goodwill

 

7,313,084

 

6,902,297

Intangible assets, net

 

1,618,692

 

1,673,917

Other assets, net

 

108,648

 

126,497

Total assets

$

17,731,240

$

17,134,603

LIABILITIES AND EQUITY

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

604,542

$

638,728

Book overdraft

 

15,782

 

15,645

Deferred revenue

 

342,726

 

325,002

Accrued liabilities

446,436

 

431,247

Current portion of operating lease liabilities

 

32,677

35,170

Current portion of contingent consideration

 

100,813

 

60,092

Current portion of long-term debt and notes payable

 

32,760

 

6,759

Total current liabilities

 

1,575,736

 

1,512,643

Long-term portion of debt and notes payable

 

6,803,439

 

6,890,149

Long-term portion of operating lease liabilities

239,768

165,462

Long-term portion of contingent consideration

 

21,195

 

21,323

Deferred income taxes

 

1,048,283

 

1,013,742

Other long-term liabilities

 

451,524

 

417,640

Total liabilities

 

10,139,945

 

10,020,959

Commitments and contingencies (Note 18)

 

  

 

  

Equity:

 

 

  

Common shares: 257,640,960 shares issued and 257,581,304 shares outstanding at September 30, 2023; 257,211,175 shares issued and 257,145,716 shares outstanding at December 31, 2022

 

3,276,631

 

3,271,958

Additional paid-in capital

 

270,104

 

244,076

Accumulated other comprehensive loss

 

(49,262)

 

(56,830)

Treasury shares: 59,656 and 65,459 shares at September 30, 2023 and December 31, 2022, respectively

 

 

Retained earnings

 

4,088,726

 

3,649,494

Total Waste Connections’ equity

 

7,586,199

 

7,108,698

Noncontrolling interest in subsidiaries

 

5,096

 

4,946

Total equity

 

7,591,295

 

7,113,644

Total liabilities and equity

$

17,731,240

$

17,134,603

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

1

1

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, 
  2017  2016  2017  2016 
Revenues $1,206,478  $1,084,922  $3,473,313  $2,327,241 
Operating expenses:                
Cost of operations  695,122   636,310   2,024,402   1,339,764 
Selling, general and administrative  128,200   129,576   383,600   349,995 
Depreciation  136,941   125,744   395,008   270,988 
Amortization of intangibles  26,613   26,944   76,886   48,719 
Impairments and other operating items  832   7,682   141,333   4,634 
Operating income  218,770   158,666   452,084   313,141 
                 
Interest expense  (32,471)  (27,621)  (92,763)  (65,291)
Interest income  1,656   171   3,131   447 
Other income (expense), net  1,709   500   3,561   (268)
Foreign currency transaction gain (loss)  (1,864)  (350)  (3,502)  339 
Income before income tax provision  187,800   131,366   362,511   248,368 
Income tax provision  (64,390)  (42,485)  (100,220)  (86,750)
Net income  123,410   88,881   262,291   161,618 
Less: Net income attributable to noncontrolling interests  (183)  (264)  (559)  (670)
Net income attributable to Waste Connections $123,227  $88,617  $261,732  $160,948 
Earnings per common share attributable to Waste Connections’ common shareholders:                
Basic $0.47  $0.34  $0.99  $0.73 
Diluted $0.47  $0.34  $0.99  $0.73 
Shares used in the per share calculations:                
Basic  263,443,064   263,005,450   263,298,839   219,321,828 
Diluted  264,299,472   263,650,138   264,109,383   220,064,670 
                 
Cash dividends per common share $0.120  $0.097  $0.360  $0.290 

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

    

2022

    

2023

    

2022

    

Revenues

$

2,064,744

$

1,879,868

$

5,986,342

$

5,342,558

Operating expenses:

 

 

 

 

Cost of operations

 

1,204,603

1,120,629

3,548,893

3,198,039

Selling, general and administrative

 

196,316

186,887

606,367

518,705

Depreciation

 

214,966

193,287

632,347

562,174

Amortization of intangibles

 

39,405

38,859

117,740

113,956

Impairments and other operating items

 

56,477

13,438

69,201

19,467

Operating income

 

352,977

 

326,768

 

1,011,794

 

930,217

Interest expense

 

(69,016)

(51,161)

(204,914)

(137,565)

Interest income

 

2,833

1,784

6,886

2,574

Other income, net

 

5,372

8,487

8,346

2,373

Income before income tax provision

 

292,166

 

285,878

 

822,112

 

797,599

Income tax provision

 

(62,975)

(48,753)

(185,915)

(155,899)

Net income

 

229,191

 

237,125

 

636,197

 

641,700

Less: Net income attributable to noncontrolling interests

 

(165)

(213)

(150)

(390)

Net income attributable to Waste Connections

$

229,026

$

236,912

$

636,047

$

641,310

Earnings per common share attributable to Waste Connections’ common shareholders:

 

  

 

  

 

  

 

Basic

$

0.89

$

0.92

$

2.47

$

2.49

Diluted

$

0.89

$

0.92

$

2.46

$

2.49

Shares used in the per share calculations:

 

 

 

 

Basic

 

257,633,703

 

257,197,010

 

257,535,408

257,438,756

Diluted

 

258,229,404

 

257,891,635

 

258,110,484

258,060,751

Cash dividends per common share

$

0.255

$

0.230

$

0.765

$

0.690

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

2

2

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, 
  2017  2016  2017  2016 
Net income $123,410  $88,881  $262,291  $161,618 
                 
Other comprehensive income (loss), before tax:                
Interest rate swap amounts reclassified into interest expense  511   1,678   2,352   5,081 
Fuel hedge amounts reclassified into cost of operations  789   1,342   2,765   4,616 
Changes in fair value of interest rate swaps  2,181   3,535   305   (6,980)
Changes in fair value of fuel hedges  2,717   1,019   (1,672)  1,343 
Foreign currency translation adjustment  84,500   (16,642)  155,153   (3,991)
Other comprehensive income (loss), before tax  90,698   (9,068)  158,903   69 
Income tax expense related to items of other comprehensive income (loss)  (4,016)  (2,282)  (1,123)  (922)
Other comprehensive income (loss), net of tax  86,682   (11,350)  157,780   (853)
Comprehensive income  210,092   77,531   420,071   160,765 
Less: Comprehensive income attributable to noncontrolling interests  (183)  (264)  (559)  (670)
Comprehensive income attributable to Waste Connections $209,909  $77,267  $419,512  $160,095 

    

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

    

2022

    

2023

    

2022

Net income

$

229,191

$

237,125

$

636,197

$

641,700

Other comprehensive income (loss), before tax:

 

 

 

 

Interest rate swap amounts reclassified into interest expense

(5,286)

948

(14,120)

9,344

Changes in fair value of interest rate swaps

7,788

27,679

20,979

74,969

Foreign currency translation adjustment

(50,020)

(145,955)

2,527

(185,030)

Other comprehensive income (loss), before tax

 

(47,518)

 

(117,328)

 

9,386

 

(100,717)

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

 

(663)

(7,586)

(1,818)

(22,343)

Other comprehensive income (loss), net of tax

 

(48,181)

 

(124,914)

 

7,568

 

(123,060)

Comprehensive income

 

181,010

 

112,211

 

643,765

 

518,640

Less: Comprehensive income attributable to noncontrolling interests

(165)

(213)

(150)

(390)

Comprehensive income attributable to Waste Connections

$

180,845

$

111,998

$

643,615

$

518,250

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

3

3

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)

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

  Waste Connections’ Equity       
  Common Shares  Additional
Paid-In
  Accumulated
Other
Comprehensive
  Treasury Shares  Retained  Noncontrolling    
  Shares  Amount  Capital  Income (Loss)  Shares  Amount  Earnings  Interests  Total 
Balances at December 31, 2016  262,803,271  $4,174,808  $102,220  $(43,001)  337,397  $-  $1,413,488  $7,362  $5,654,877 
Sale of common shares held in trust  140,344   8,704   -   -   (140,344)  -   -   -   8,704 
Vesting of restricted share units  540,432   -   -   -   -   -   -   -   - 
Vesting of performance-based restricted share units  122,786   -   -   -   -   -   -   -   - 
Restricted share units released from deferred compensation plan  36,619   -   -   -   -   -   -   -   - 
Tax withholdings related to net share settlements of equity-based compensation  (250,172)  -   (13,754)  -   -   -   -   -   (13,754)
Equity-based compensation  -   -   20,463   -   -   -   -   -   20,463 
Exercise of options and warrants  49,954   1,946   -   -   -   -   -   -   1,946 
Cash dividends on common shares  -   -   -   -   -   -   (95,201)  -   (95,201)
Amounts reclassified into earnings, net of taxes  -   -   -   3,433   -   -   -   -   3,433 
Changes in fair value of cash flow hedges, net of taxes  -   -   -   (806)  -   -   -   -   (806)
Foreign currency translation adjustment  -   -   -   155,153   -   -   -   -   155,153 
Cumulative effect adjustment from adoption of new accounting pronouncement  -   -   -   -   -   -   (1,384)  -   (1,384)
Acquisition of noncontrolling interest  -   -   698   -   -   -   -   (2,564)  (1,866)
Net income  -   -   -   -   -   -   261,732   559   262,291 
Balances at September 30, 2017  263,443,234  $4,185,458  $109,627  $114,779   197,053  $-  $1,578,635  $5,357  $5,993,856 

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

325,490

Vesting of performance-based restricted share units

140,498

Restricted share units released from deferred compensation plan

19,151

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

(176,837)

(22,966)

(22,966)

Equity-based compensation

17,374

17,374

Exercise of warrants

13,019

Issuance of shares under employee share purchase plan

14,594

1,841

1,841

Cash dividends on common shares

(65,788)

(65,788)

Amounts reclassified into earnings, net of taxes

(2,999)

(2,999)

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

(2,425)

(2,425)

Foreign currency translation adjustment

1,682

1,682

Net income

197,813

23

197,836

Balances at March 31, 2023

257,487,434

3,274,564

238,484

(60,572)

59,656

3,781,519

4,969

7,238,964

Vesting of restricted share units

43,431

Vesting of performance-based restricted share units

55,167

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

(62,304)

(5,709)

(5,709)

Equity-based compensation

22,892

22,892

Exercise of warrants

31,287

Cash dividends on common shares

(65,351)

(65,351)

Amounts reclassified into earnings, net of taxes

(3,494)

(3,494)

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

12,120

12,120

Foreign currency translation adjustment

50,865

50,865

Net income (loss)

209,208

(38)

209,170

Balances at June 30, 2023

257,555,015

3,274,564

255,667

(1,081)

59,656

3,925,376

4,931

7,459,457

Vesting of restricted share units

1,845

 

 

 

 

 

 

 

Restricted share units released from deferred compensation plan

142

 

 

 

 

 

 

 

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

(22,917)

 

(740)

 

 

 

 

 

(740)

Equity-based compensation

 

 

15,177

 

 

 

 

 

15,177

Exercise of warrants

32,005

 

 

 

 

 

 

 

Issuance of shares under employee share purchase plan

15,214

2,067

2,067

Cash dividends on common shares

 

 

 

 

 

(65,676)

 

 

(65,676)

Amounts reclassified into earnings, net of taxes

 

 

 

(3,885)

 

 

 

 

(3,885)

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

 

 

 

5,724

 

 

 

 

5,724

Foreign currency translation adjustment

 

 

 

(50,020)

 

 

 

 

(50,020)

Net income

 

 

 

 

 

229,026

 

165

 

229,191

Balances at September 30, 2023

257,581,304

$

3,276,631

$

270,104

$

(49,262)

59,656

$

$

4,088,726

$

5,096

$

7,591,295

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

4

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, 2021

260,212,496

$

3,693,027

$

199,482

$

39,584

70,662

$

$

3,056,845

$

4,607

$

6,993,545

Sale of common shares held in trust

2,203

305

(2,203)

305

Vesting of restricted share units

 

312,706

 

 

 

 

 

 

 

 

Vesting of performance-based restricted share units

57,677

Restricted share units released from deferred compensation plan

 

19,149

 

 

 

 

 

 

 

 

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

 

(143,243)

 

 

(17,236)

 

 

 

 

 

 

(17,236)

Equity-based compensation

 

 

 

14,139

 

 

 

 

 

 

14,139

Exercise of warrants

 

11,560

 

 

 

 

 

 

 

 

Issuance of shares under employee share purchase plan

12,015

1,554

1,554

Repurchase of common shares

 

(3,388,155)

 

(424,999)

 

 

 

 

 

 

 

(424,999)

Cash dividends on common shares

 

 

 

 

 

 

 

(59,391)

 

 

(59,391)

Amounts reclassified into earnings, net of taxes

 

 

 

 

3,491

 

 

 

 

 

3,491

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

 

 

 

 

32,854

 

 

 

 

 

32,854

Foreign currency translation adjustment

34,429

34,429

Net income

 

 

 

 

 

 

 

180,324

 

44

 

180,368

Balances at March 31, 2022

257,096,408

3,269,887

196,385

110,358

 

68,459

3,177,778

4,651

6,759,059

Sale of common shares held in trust

3,000

355

(3,000)

355

Vesting of restricted share units

 

522

 

 

 

 

 

 

 

 

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

 

(145)

 

 

(30)

 

 

 

 

 

 

(30)

Equity-based compensation

 

 

 

14,412

 

 

 

 

 

 

14,412

Exercise of warrants

 

806

 

 

 

 

 

 

 

 

Cash dividends on common shares

 

 

 

 

 

 

 

(59,421)

 

 

(59,421)

Amounts reclassified into earnings, net of taxes

 

 

 

 

2,680

 

 

 

 

 

2,680

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

 

 

 

 

1,904

 

 

 

 

 

1,904

Foreign currency translation adjustment

(73,504)

(73,504)

Net income

 

 

 

 

 

 

 

224,074

 

133

 

224,207

Balances at June 30, 2022

 

257,100,591

3,270,242

210,767

41,438

 

65,459

3,342,431

4,784

6,869,662

Vesting of restricted share units

 

4,135

 

 

 

 

 

 

 

 

Restricted share units released from deferred compensation plan

 

360

 

 

 

 

 

 

 

 

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

 

(1,449)

 

 

(200)

 

 

 

 

 

 

(200)

Equity-based compensation

 

 

 

18,878

 

 

 

 

 

 

18,878

Issuance of shares under employee share purchase plan

14,567

1,716

1,716

Cash dividends on common shares

 

 

 

 

 

 

 

(58,897)

 

 

(58,897)

Amounts reclassified into earnings, net of taxes

 

 

 

 

697

 

 

 

 

 

697

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

 

 

 

 

20,344

 

 

 

 

 

20,344

Foreign currency translation adjustment

 

 

 

 

(145,955)

 

 

 

 

 

(145,955)

Net income

 

 

 

 

 

 

 

236,912

 

213

 

237,125

Balances at September 30, 2022

 

257,118,204

$

3,271,958

$

229,445

$

(83,476)

 

65,459

$

$

3,520,446

$

4,997

$

6,943,370

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

4

5

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2016CASH FLOWS

(Unaudited)

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

  Waste Connections’ Equity       
  Common Shares  Additional
Paid-In
  Accumulated
Other
Comprehensive
  Treasury Shares  Retained  Noncontrolling    
  Shares  Amount  Capital  Income (Loss)  Shares  Amount  Earnings  Interests  Total 
Balances at December 31, 2015  183,563,933  $1,224  $736,652  $(12,171)  -  $-  $1,259,495  $6,584  $1,991,784 
Conversion of Old Waste Connections’ common shares into common shares of New Waste Connections  -   650,552   (650,552)  -   -   -   -   -   - 
Issuance of common shares to acquire Progressive Waste  78,218,878   3,503,162   -   -   -   -   -   -   3,503,162 
Acquired common shares held in trust  -   -   -   -   735,168   -   -   -   - 
Sale of common shares held in trust  308,059   15,341   -   -   (308,059)  -   -   -   15,341 
Vesting of restricted share units  603,939   -   -   -   -   -   -   -   - 
Vesting of performance-based restricted share units  184,440   -   -   -   -   -   -   -   - 
Restricted share units released from deferred compensation plan  58,992   -   -   -   -   -   -   -   - 
Tax withholdings related to net share settlements of equity-based compensation  (279,055)  -   (11,461)  -   -   -   -   -   (11,461)
Equity-based compensation  -   -   17,628   -   -   -   -   -   17,628 
Exercise of warrants  52,236   -   -   -   -   -   -   -   - 
Excess tax benefit associated with equity-based compensation  -   -   5,151   -   -   -   -   -   5,151 
Cash dividends on common shares  -   -   -   -   -   -   (61,001)  -   (61,001)
Amounts reclassified into earnings, net of taxes  -   -   -   6,193   -   -   -   -   6,193 
Changes in fair value of cash flow hedges, net of taxes  -   -   -   (3,055)  -   -   -   -   (3,055)
Foreign currency translation adjustment  -   -   -   (3,991)  -   -   -   -   (3,991)
Distributions to noncontrolling interests  -   -   -   -   -   -   -   (3)  (3)
Net income  -   -   -   -   -   -   160,948   670   161,618 
Balances at September 30, 2016  262,711,422  $4,170,279  $97,418  $(13,024)  427,109  $-  $1,359,442  $7,251  $5,621,366 

Nine Months Ended September 30, 

    

2023

    

2022

    

CASH FLOWS FROM OPERATING ACTIVITIES:

  

  

Net income

$

636,197

$

641,700

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

 

 

Loss on disposal of assets and impairments

 

37,470

11,503

Depreciation

 

632,347

562,174

Amortization of intangibles

 

117,740

113,956

Deferred income taxes, net of acquisitions

 

29,060

91,098

Current period provision for expected credit losses

13,363

11,097

Amortization of debt issuance costs

 

4,862

3,879

Share-based compensation

 

56,110

48,395

Interest accretion

 

14,827

13,218

Payment of contingent consideration recorded in earnings

 

(2,982)

Adjustments to contingent consideration

 

30,367

(1,030)

Other

(3,535)

(8,412)

Net change in operating assets and liabilities, net of acquisitions

2,068

15,541

Net cash provided by operating activities

 

1,570,876

 

1,500,137

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

Payments for acquisitions, net of cash acquired

 

(573,185)

(1,272,910)

Capital expenditures for property and equipment

 

(615,554)

(618,313)

Proceeds from disposal of assets

 

8,678

23,341

Other

 

(5,552)

9,296

Net cash used in investing activities

 

(1,185,613)

 

(1,858,586)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Proceeds from long-term debt

 

1,242,554

3,148,624

Principal payments on notes payable and long-term debt

 

(1,383,415)

(2,052,412)

Payment of contingent consideration recorded at acquisition date

 

(4,255)

(12,114)

Change in book overdraft

 

137

(5,983)

Payments for repurchase of common shares

 

(424,999)

Payments for cash dividends

 

(196,815)

(177,710)

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

 

(29,415)

(17,466)

Debt issuance costs

 

(11,454)

Proceeds from issuance of shares under employee share purchase plan

3,908

3,271

Proceeds from sale of common shares held in trust

 

765

660

Net cash provided by (used in) financing activities

 

(366,536)

 

450,417

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

 

(1,060)

(3,210)

Net increase in cash, cash equivalents and restricted cash

 

17,667

 

88,758

Cash, cash equivalents and restricted cash at beginning of period

 

181,364

219,615

Cash, cash equivalents and restricted cash at end of period

$

199,031

$

308,373

Non-cash financing activities:

Liabilities assumed and notes payable issued to sellers of businesses acquired

$

127,073

$

179,126

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

5

6

Table of Contents

WASTE CONNECTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands of U.S. dollars)

  Nine months ended September 30, 
  2017  2016 
Cash flows from operating activities:        
Net income $262,291  $161,618 
Adjustments to reconcile net income to net cash provided by operating activities:        
Loss on disposal of assets and impairments  122,098   3,572 
Depreciation  395,008   270,988 
Amortization of intangibles  76,886   48,719 
Foreign currency transaction (gain) loss  3,502   (339)
Deferred income taxes, net of acquisitions  (10,971)  35,968 
Amortization of debt issuance costs  3,221   3,877 
Share-based compensation  32,407   35,476 
Interest income on restricted assets  (387)  (366)
Interest accretion  10,406   7,038 
Excess tax benefit associated with equity-based compensation  -   (5,151)
Adjustments to contingent consideration  17,754   (2,563)
Payment of contingent consideration recorded in earnings  -   (413)
Net change in operating assets and liabilities, net of acquisitions  (23,840)  (19,593)
Net cash provided by operating activities  888,375   538,831 
Cash flows from investing activities:        
Payments for acquisitions, net of cash acquired  (394,002)  (13,703)
Cash acquired in the Progressive Waste acquisition  -   65,768 
Capital expenditures for property and equipment  (317,385)  (204,934)
Proceeds from disposal of assets  25,826   3,026 
Change in restricted assets, net of interest income  5,464   (188)
Other  (3,465)  (3,016)
Net cash used in investing activities  (683,562)  (153,047)
Cash flows from financing activities:        
Proceeds from long-term debt  896,947   3,407,359 
Principal payments on notes payable and long-term debt  (666,724)  (3,612,763)
Payment of contingent consideration recorded at acquisition date  (5,840)  (12,105)
Change in book overdraft  13,814   6,050 
Proceeds from option and warrant exercises  1,946   - 
Excess tax benefit associated with equity-based compensation  -   5,151 
Payments for cash dividends  (95,201)  (61,001)
Tax withholdings related to net share settlements of restricted share units  (13,754)  (11,461)
Debt issuance costs  (3,638)  (13,508)
Proceeds from sale of common shares held in trust  8,704   15,341 
Other  (1,095)  (3)
Net cash provided by (used in) financing activities  135,159   (276,940)
Effect of exchange rate changes on cash and equivalents  927   (483)
Net increase in cash and equivalents  340,899   108,361 
Cash and equivalents at beginning of period  154,382   10,974 
Less: change in cash held for sale  (27)  - 
Cash and equivalents at end of period $495,254  $119,335 
Non-cash financing activities:        
Liabilities assumed and notes payable issued to sellers of businesses acquired $143,495  $2,572,034 
Non-cash consideration received for asset sales $92,972  $- 
Issuance of common shares to acquire Progressive Waste $-  $3,503,162 

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

6

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

1.1.BASIS OF PRESENTATION AND SUMMARY

On June 1, 2016, pursuant to the terms of the Agreement and Plan of Merger dated as of January 18, 2016 (the “Merger Agreement”), Water Merger Sub LLC (“Merger Sub”), a Delaware limited liability company and a wholly-owned subsidiary of Progressive Waste Solutions Ltd., merged with and into Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“Old Waste Connections”) with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.), a corporation organized under the laws of Ontario, Canada (the “Progressive Waste acquisition”). Following the closing of the transaction, Old Waste Connections’ common stock was delisted from the New York Stock Exchange (“NYSE”) and deregistered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Merger Agreement, Old Waste Connections’ stockholders received common shares of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.) in exchange for their shares of common stock of Old Waste Connections.

As further discussed in Note 6 – “Acquisitions,” the Progressive Waste acquisition was accounted for as a reverse merger using the acquisition method of accounting. Old Waste Connections has been identified as the acquirer for accounting purposes and the acquisition method of accounting has been applied. The term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016.

The accompanying condensed consolidated financial statements relatingrelate to Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd., and together with its subsidiaries “New Waste Connections,” “WCI” or the(the “Company”) are the historical financial statements of Old Waste Connections for the three and nine month periods ended September 30, 20172023 and 2016, with the inclusion on June 1, 2016 of the fair value of the assets and liabilities acquired from Progressive Waste and the inclusion of the results of operations from the acquired Progressive Waste operations commencing on June 1, 2016.2022. 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. generally accepted accounting principles (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Examples include accounting for landfills, self-insurance accruals, income taxes, allocation of acquisition purchase price, contingent consideration accruals and asset impairments. An additional area that involves estimation is when the Company estimates the amount of potential exposure it may have with respect to litigation, claims and assessments in accordance with the accounting guidance on contingencies. Actual results for all estimates could differ materially from the estimates and assumptions that the Company uses in the preparation of its condensed consolidated financial statements.

Interim results are not necessarily indicative of results for a full year. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2022.

2.2.REPORTING CURRENCY

The functional currency of the Company, as the parent corporate entity, and its operating subsidiaries in the United States, is the U.S. dollar. The functional currency of the Company’s Canadian operations is the Canadian dollar. The reporting currency of the Company is the U.S. dollar. The Company’s consolidated Canadian dollar financial position is translated to U.S. dollars by applying the foreign currency exchange rate in effect at the consolidated balance sheet date. The Company’s consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars by applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Gains and losses from foreign currency transactions are included in earnings for the period.

3.NEW ACCOUNTING STANDARDS

7

Accounting Standards Pending Adoption

Clawback of Executive Compensation Rules.  In October 2022, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding the recovery of erroneously awarded executive incentive compensation. The rules direct U.S. securities exchanges to establish standards to require listed issuers to develop and implement a written policy providing for the recovery of incentive compensation received by current and former executive officers in the event of a required accounting restatement when that compensation was based on an erroneously reported financial reporting measure.  The new rule and related amendments include a number of new disclosure requirements, including requiring issuers to file their recovery policy as an exhibit to their annual reports and establishing new cover page disclosures on Form 10-K indicating whether the financial statements included in the filing reflect the correction of an error and whether the error correction required an incentive compensation recovery analysis.  The U.S. securities exchanges filed listing standards to implement the SEC’s directive, and those listing standards were effective on October 2, 2023. Registrants listed on those exchanges will be required to adopt a recovery policy by December 1, 2023. The Company will include an updated recovery policy as an exhibit to its 2023 Form 10-K.  The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

7

Table of Contents

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

4.REVENUE

3.NEW ACCOUNTING STANDARDS

The Company’s operations primarily consist of providing non-hazardous waste collection, transfer, disposal and recycling services, non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services and intermodal services. The following table disaggregates the Company’s revenues by service line for the periods indicated:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

    

2022

    

2023

    

2022

    

Commercial

 

$

630,641

$

564,592

$

1,848,723

$

1,602,793

 

Residential

538,364

487,995

1,582,289

1,391,603

Industrial and construction roll off

343,740

315,904

1,002,085

870,949

Total collection

1,512,745

1,368,491

4,433,097

3,865,345

Landfill

390,330

345,215

1,116,707

984,700

Transfer

313,214

271,685

892,757

751,117

Recycling

36,103

48,246

105,724

178,845

E&P

62,066

56,995

172,431

154,706

Intermodal and other

44,984

47,604

122,655

139,605

Intercompany

(294,698)

(258,368)

(857,029)

(731,760)

Total

 

$

2,064,744

$

1,879,868

$

5,986,342

$

5,342,558

 

Revenue From Contracts With Customers.  In May 2014,The factors that impact the Financial Accounting Standards Board (the “FASB”) issued guidance to provide a single, comprehensive revenue recognition model for all contracts with customers.   The revenue guidance contains principles that an entity will apply to determine the measurementtiming and amount of revenue and timing of when it is recognized.  The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchangerecognized for those goods or services.  The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 for public entities, with early adoption permitted (but not earlier than the original effective date of the pronouncement).  The Company is currently planning to adopt the amended guidance using the modified retrospective method as of January 1, 2018.  Based on the Company’s work to date, it believes it has identified all material contract types and costs thateach service line may be impacted by this amended guidance. 

As disclosed in the Quarterly Report on Form 10-Q for the second quarter of 2017, the Company expenses approximately $16,000 in sales incentives annually. The Company is continuing to evaluate the amount of sales incentives that will be capitalized as contract acquisition costs upon adoption of the amended guidance. Capitalized sales incentives will be amortized over the expected life of the customer relationship. Additional areas of the amended guidance the Company has evaluated for potential impact include volume discounts, free service periods, rebates and principal versus agent arrangements. The Company does not believe changes in these areas will result in a material impact on its consolidated financial statements.

Balance Sheet Classification of Deferred Taxes. In November 2015, the FASB issued guidance that requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The new standard is effective in fiscal years beginning after December 15, 2016, including interim periods within those years. The Company adopted this guidance as of January 1, 2017, which resulted in the Company’s current deferred tax assets being recorded as noncurrent on a retrospective basis. The Company’s current deferred tax assets were $82,876 and $89,177 at September 30, 2017 and December 31, 2016, respectively.

Lease Accounting. In February 2016, the FASB issued guidance that requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will bevary based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The new standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require applicationnature of the new guidanceservice performed. Generally, the Company recognizes revenue at the beginningtime it performs a service. 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 earliest comparative period presented. The Company has not yet assessed the potential impactdeferred revenue recorded as of implementing this new accounting standard on its consolidated financial statements.

Improvements to Employee Share-Based Payment Accounting. In March 2016, the FASB issued guidance that identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including classification of awards as either equity or liabilities, an option to recognize gross share compensation expense with actual forfeituresJune 30, 2023 was recognized as they occur, certain classifications on the statement of cash flows and income tax consequences, including that all income tax effects of awards are to be recognized in the income statement when the awards are settled whereas previously the tax benefits in excess of compensation cost were recorded in equity. The new standard is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period.As such, the Company adopted this standard on January 1, 2017 and classified the excess tax benefits associated with equity-based compensation arrangements, which were $6,776revenue during the ninethree months ended September 30, 2017,2023 when the service was performed.

See Note 11 for additional information regarding revenue by reportable segment.

Contract Acquisition Costs

The incremental direct costs of obtaining a contract, which consist of sales incentives, are recognized as a discrete item within Income tax provision on the Condensed Consolidated Statements of Net Income, rather than recognizing such excess income tax benefitsOther assets in Additional paid-in capital on the Condensed Consolidated Statements of Equity. This reclassification was made on a prospective basis and also impacted the related classification on the Company’s Condensed Consolidated StatementsBalance Sheets, and are amortized to Selling, general and administrative expense over the estimated life of Cash Flowsthe relevant customer relationship, which ranges from one to five years. The Company recognizes the incremental costs of obtaining a contract as excess tax benefits associated with equity-based compensation arrangements were previously reported in cash flows from operating activities and cash flows from financing activities. Underan expense when incurred if the new standard, excess tax benefits associated with equity-based compensation are only reported in cash flows from operating activities. Additionally,amortization period of the asset that the Company now recognizes gross share compensation expense with actual forfeitures as they occur, which differs fromwould have recognized is one year or less. The Company had $26,518 and $23,818 of deferred sales incentives at September 30, 2023 and December 31, 2022, respectively.

5.ACCOUNTS RECEIVABLE

Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s previous accounting policy to estimate forfeitures each period. Using the modified retrospective approach, the Company recorded a cumulative effect adjustment to Retained earnings of $1,384 for the differential between the amount of compensation cost previously recorded and the amount that would have been recorded without assuming forfeitures.

Classification of Certain Cash Receipts and Cash Payments.In August 2016, the FASB issued guidance that addresses eight targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice.  The new standard is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.  Early adoption is permitted, provided that allreceivables, net of the amendments are adopted inallowance for credit losses, represents their estimated net realizable value.

The allowance for credit losses is based on management’s assessment of the same period.  The guidance requires application using a retrospective transition method.collectability of assets pooled together with similar risk characteristics.  The Company does not expectmonitors the adoptioncollectability of this guidance to have a material impact on the Company’s statementits trade receivables as one overall pool due

8

Table of cash flows.Contents

8

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Accountingto all trade receivables having similar risk characteristics.  The Company estimates its allowance for Income Taxes: Intra-Entity Asset Transferscredit losses based on historical collection trends, the age of Assets Other than Inventory. In October 2016, the FASB issued guidance that eliminates the exception for all intra-entity sales of assets other than inventory. As a result, a reporting entity would recognize the tax expense from the saleoutstanding receivables, geographical location of the assetcustomer, existing economic conditions and reasonable forecasts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the seller’s tax jurisdictioncollectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the transfer occurs, even though the pre-tax effects of that transaction are eliminatedCompany’s internal collection efforts have been unsuccessful in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. The new guidance will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted; however, the guidance can only be adopted in the first interim period of a fiscal year. The Company does not expect the adoption of this guidance tohave a material impact on the consolidated financial statements.

Statement of Cash Flows: Restricted Cash. In November 2016, the FASB issued guidance that requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The new standard is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.  The Company does not expect the adoption of this guidance to have a material impact on the Company’s statement of cash flows.

Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment.  The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation.  A goodwill impairment will now becollecting the amount by whichdue.

The following is a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  All other goodwill impairment guidance will remain largely unchanged.  The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company early adopted this new guidance on January 1, 2017.  During the year ended December 31, 2016, the Company did not record any impairment charges related to goodwill; however, the resultsrollforward of the Company’s annual impairment testing indicated that the carrying value of its exploration and production (“E&P”) segment exceeded its fair value by more than $77,343, which was the carrying value of goodwill at its E&P segment at December 31, 2016.  Upon adopting this accounting guidance in the first quarter of 2017, the Company performed an updated impairment testallowance for its E&P segment which showed its carrying value continued to exceed its fair value by an amount in excess of the carrying amount of goodwill, or $77,343. Therefore, the Company recorded an impairment charge of $77,343, consisting of the carrying amount of goodwill at its E&P segment at January 1, 2017, to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income during the nine months ended September 30, 2017.

Stock Compensation: Scope of Modification Accounting. In May 2017, the FASB issued guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The new standard is effective prospectively for all companies for annual periods beginning on or after December 15, 2017.  Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. In August 2017, the FASB issued guidancewhich improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The amendments in this update are intended to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective datecredit losses for the standard is for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on our consolidated financial statements.periods indicated:

9

Nine Months Ended September 30, 

2023

    

2022

Beginning balance

$

22,939

$

18,480

Current period provision for expected credit losses

13,363

11,097

Write-offs charged against the allowance

(17,049)

(12,866)

Recoveries collected

4,711

3,912

Impact of changes in foreign currency

6

(111)

Ending balance

$

23,970

$

20,512

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

4.RECLASSIFICATION

As disclosed within other footnotes of the financial statements, segment information and deferred tax amounts reported in the Company’s prior year have been reclassified to conform with the 2017 presentation.

5.6.LANDFILL ACCOUNTING

At September 30, 2017,2023, the Company’s landfills consisted of 7891 owned landfills, eightfive landfills operated under life-of-site operating agreements and sixseven landfills operated under limited-term operating agreements. The Company’s landfills had site costs with a net book value of $2,687,159$3,333,390 at September 30, 2017.2023. 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. Where the contracted term is not the life of the landfill, the property owner is generally responsible for final capping, closure and post-closure obligations. The Company is responsible for all final capping, closure and post-closure liabilities at the landfills it operates under life-of-site operating agreements.

The Company’s internal and third-party engineers perform surveys at least annually to estimate the remaining disposal capacity at its landfills. Many of the Company’s existing landfills have the potential for expanded disposal capacity beyond the amount currently permitted. The Company’s landfill depletion rates are based on the remaining disposal capacity, considering both permitted and probable expansion airspace, at the landfills it owns and landfills it operates, but does not own, under life-of-site agreements. The Company’s landfill depletion rate is based on the term of the operating agreement at its operated landfill that has capitalized expenditures. Expansion airspace consists of additional disposal capacity being pursued through means of an expansion that has not yet been permitted. Expansion airspace that meets certain criteria is included in the estimate of total landfill airspace.

Based on remaining permitted capacity as of September 30, 2017,2023, 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 2733 years.  As of September 30, 2017,2023, the Company is seeking to expand permitted capacity at 11nine 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 2936 years.  The estimated remaining lives of the Company’s owned landfills and

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

landfills operated under life-of-site operating agreements range from 2 to 308 years, with approximately 90% of the projected annual disposal volume from landfills with remaining lives ranging from approximately 1 to 196of less than 70 years.

During the nine months ended September 30, 20172023 and 2016,2022, the Company expensed $147,071$192,314 and $98,075,$172,118, respectively, or an average of $4.55$5.11 and $4.27$4.88 per ton consumed, 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. The Company calculates the net present value of its final capping, closure and post-closure liabilities by estimating the total obligation in current dollars, inflating the obligation based upon the expected date of the expenditure and discounting the inflated total to its present value using a credit-adjusted risk-free rate. Any changes in expectations that result in an upward revision to the estimated undiscounted cash flows are treated as a new liability and are inflated and discounted at rates reflecting current market conditions. Any changes in expectations that result in a downward revision (or no revision) to the estimated undiscounted cash flows result in a liability that is inflated and discounted at rates reflecting the market conditions at the time the cash flows were originally estimated. This policy results in the Company’s final capping, closure and post-closure liabilities being recorded in “layers.”  The Company’s discount rate assumption for purposes of computing 2017“layers” for final capping, closure and 2016post-closure liabilities is based on its long-term credit adjusted risk-free rate. The Company’s discount rate assumption for purposes of computing 2023 and 2022 “layers” for final capping, closure and post-closure obligations was 4.75%is 5.50% for both years, which reflects the2023 and ranged from 3.25% to 5.50% for 2022. The Company’s long-term credit adjusted risk free rate as of the end of both 2016 and 2015.  The Company’s inflation rate assumption is 2.5%2.75% for the yearsyear ending December 31, 20172023 and 2016.ranged from 2.25% to 2.75% for the year ending December 31, 2022. The resulting final capping, closure and post-closure obligations are recorded on the condensed consolidated balance sheetCondensed Consolidated Balance Sheets along with an offsetting addition to site costs which is amortized to depletion expense as the remaining landfill airspace is consumed. Interest is accreted on the recorded liability using the corresponding discount rate. During the nine months ended September 30, 20172023 and 2016,2022, the Company expensed $8,757$13,554 and $5,740$12,008, respectively, or an average of $0.27$0.36 and $0.25$0.34 per ton consumed, respectively, related to final capping, closure and post-closure accretion expense.

10

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The following is a reconciliation of the Company’s final capping, closure and post-closure liability balance from December 31, 20162022 to September 30, 2017: 2023:

Final capping, closure and post-closure liability at December 31, 2016 $244,909 
Adjustments to final capping, closure and post-closure liabilities  (27,876)
Liabilities incurred  11,011 
Accretion expense associated with landfill obligations  8,757 
Closure payments  (4,913)
Foreign currency translation adjustment  2,025 
Final capping, closure and post-closure liability at September 30, 2017 $233,913 

Final capping, closure and post-closure liability at December 31, 2022

    

$

344,606

Liability adjustments

 

25,542

Accretion expense associated with landfill obligations

 

13,554

Closure payments

 

(14,864)

Assumption of closure liabilities from acquisitions

7,687

Foreign currency translation adjustment

 

56

Final capping, closure and post-closure liability at September 30, 2023

$

376,581

The AdjustmentsLiability adjustments of $25,542 for the nine months ended September 30, 2023, represent non-cash changes to final capping, closure and post-closure liabilities primarily consisted of decreases in estimatedand are recorded on the Condensed Consolidated Balance Sheets along with an offsetting addition to site costs, which is amortized to depletion expense as the remaining landfill airspace is consumed. The final capping, closure and post closure costs at several of our landfills, most notably our landfill at Seneca Meadows, and changespost-closure liability is included in engineering estimates related to a proposed expansion at our Chiquita Canyon landfill as well as timing of closure events and total site capacity.Other long-term liabilities in the Condensed Consolidated Balance Sheets.  The Company performs its annual review of its cost and capacity estimates in the first quarter of each year.

At September 30, 20172023 and December 31, 2016, $55,8272022, $7,197 and $55,388$6,890, respectively, of the Company’s restricted assetscash balance and $64,090 and $57,469, respectively, of the Company’s restricted investments balance was for purposes of securing its performance of future final capping, closure and post-closure obligations.

6.ACQUISITIONS

Progressive Waste Acquisition

As described in Note 1, on June 1, 2016, pursuant to the Merger Agreement, Merger Sub merged with and into Old Waste Connections in an all-stock business combination with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of New Waste Connections. The term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016. The financial statements presented herein are the historical financial statements of Old Waste Connections with the inclusion on June 1, 2016 of the fair value of the identifiable assets and liabilities acquired from Progressive Waste and the inclusion of the results of operations from the acquired Progressive Waste operations commencing on June 1, 2016.

Under the terms of the Merger Agreement, Old Waste Connections’ stockholders received 3.1152645 New Waste Connections shares for each Old Waste Connections share they owned. Immediately following the completion of the Progressive Waste acquisition, New Waste Connections also completed (i) a consolidation whereby every 3.1152645 common shares outstanding were converted into one common share (the “Consolidation”) and (ii) an amalgamation with a wholly-owned subsidiary whereby its legal name was changed from Progressive Waste Solutions Ltd. to Waste Connections, Inc. (the “Amalgamation”). Upon completion of the Progressive Waste acquisition, Old Waste Connections’ former stockholders owned approximately 70% of the Company, and Progressive Waste’s former shareholders owned approximately 30%. All share amounts stated herein reflect shares on a post-Consolidation basis.

Following the completion of the Progressive Waste acquisition, the Consolidation and the Amalgamation, on June 1, 2016, the post-Consolidation common shares of New Waste Connections (the “Common Shares”) commenced trading on the Toronto Stock Exchange (the “TSX”) and on the NYSE under the ticker symbol “WCN.” The common stock of Old Waste Connections, which traded previously under the symbol “WCN,” ceased trading on, and has been delisted from, the NYSE.

The transaction was accounted for as a reverse merger using the acquisition method of accounting. Old Waste Connections has been identified as the acquirer for accounting purposes and the acquisition method of accounting has been applied. Identifying the acquirer requires various considerations including the relative voting rights post-closing, the size of minority voting interests and the composition of the board of directors and senior management. Based on these considerations, Old Waste Connections’ former stockholders hold a majority of the post-closing voting rights of the combined company and both the post-closing composition of the board of directors and senior management are most closely aligned with Old Waste Connections. The Progressive Waste acquisition provided the Company with significant strategic and financial benefits including enhanced size and revenue diversification, increased earnings and cash flows and better access to capital markets.

11

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

7.ACQUISITIONS

The results of operations from theCompany acquired Progressive Waste operations have been included in the Company’s Condensed Consolidated Financial Statements from June 1, 2016, the acquisition date.  Total revenues during the period from June 1, 2016 to September 30, 2016, generated from the operations acquired in the Progressive Waste acquisitionnine individually immaterial non-hazardous solid waste collection, transfer, recycling and included within consolidated revenues, were $687,108. Total pre-tax earnings during the period from June 1, 2016 to September 30, 2016, generated from the operations acquired in the Progressive Waste acquisitiondisposal businesses and included within consolidated income before income taxes, were $68,289. Total revenues during the period from January 1, 2017 to May 31, 2017, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated revenues, were $826,886.  Total pre-tax earnings during the period from January 1, 2017 to May 31, 2017, generated from the operations acquired in the Progressive Waste acquisition and included within consolidated income before income taxes, was $79,470, and includes $57,362 of expenses recorded in Impairments and other operating items.

The following table summarizes the consideration transferred to acquire Progressive Waste and the amounts of identifiable assets acquired and liabilities assumed:

Fair value of consideration transferred:    
Shares issued $3,503,162 
Debt assumed  1,729,274 
   5,232,436 
Less: cash acquired  (65,768)
Net fair value of consideration transferred  5,166,668 
     
Recognized amounts of identifiable assets acquired and liabilities assumed associated with the business acquired:    
Accounts receivable  231,709 
Prepaid expenses and other current assets  28,623 
Restricted assets  16,551 
Property and equipment  2,063,011 
Contracts  223,885 
Customer lists  191,679 
Other intangibles  218,499 
Other assets  4,491 
Accounts payable and accrued liabilities  (264,992)
Deferred revenue  (35,635)
Contingent consideration  (19,412)
Other long-term liabilities  (185,774)
Deferred income taxes  (329,552)
Total identifiable net assets  2,143,083 
Goodwill $3,023,585 

Following the merger of Merger Sub into Old Waste Connections, and the issuance of 3.1152645 New Waste Connections shares for each Old Waste Connections share after giving effect to the Consolidation, the Company issued an additional 78,218,878 common shares at $44.79, the closing price on the NYSE of New Waste Connections common shares on June 1, 2016 as share consideration for the Progressive Waste acquisition. The Company assumed $1,729,274 of debt in the acquisition, consisting of $1,659,465 of amounts outstanding under the Progressive Waste credit facilities that were repaid in full following the close of the acquisition, $64,000 of tax-exempt bonds and $5,809 of other long-term debt.

12

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Contingent consideration acquired consists primarily of two amounts payable to the former owners of an acquisition completed by Progressive Waste in 2015. The first contingent amount payable is based on the acquired operations exceeding earnings targets specified in the purchase agreement over a one-year period ending September 30, 2017. There is no limit to this contingent amount payable under the terms of the purchase agreement, the fair value of which was recorded as $10,452 of additional purchase consideration in 2016, based upon applying a discount rate of 2.0% to the probability assessment of the expected future cash flows over the period in which the obligation is expected to be settled. During the nine months ended September 30, 2017, the Company recorded $9,631 to Impairments and other operating items in the Condensed Consolidated Statements of Net Income to increase the fair value of the amount payable under this liability-classified contingent consideration arrangement. The Company paid this liability in the fourth quarter of 2017. The second contingent amount payable had a maximum possible payment of $5,000, representing a purchase price holdback payable to the former owners subject to the satisfaction of various business performance conditions through December 31, 2016, which was paidone E&P landfill during the nine months ended September 30, 2017.

The goodwill acquired is primarily attributable to growth opportunities at operations acquired in the Progressive Waste acquisition and synergies that are expected to arise as a result of the acquisition. The expected tax deductible amount of the goodwill acquired is $303,594.

The gross amount of trade receivables due under contracts was $239,212, of which $7,503 was expected to be uncollectible.  The Company did not acquire any other class of receivable as a result of the Progressive Waste acquisition. 

The Company incurred $758 and $31,588 of acquisition-related costs for the Progressive Waste acquisition during the nine months ended September 30, 2017 and 2016, respectively.  These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income. 

Other Acquisitions

In January 2017, the Company acquired Groot Industries, Inc. (“Groot”). At the time of the acquisition, Groot was the largest privately-owned solid waste services company in Illinois with total annual revenue of approximately $200,000. Groot serves approximately 300,000 customers primarily in northern Illinois from a network of seven collection operations, six transfer stations and one recycling facility.

In addition to the acquisition of Groot, the Company acquired 11 individually immaterial non-hazardous solid waste collection businesses during the nine months ended September 30, 2017.2023.  The total acquisition-related coststransaction-related expenses incurred during the nine months ended September 30, 20172023 for these acquisitions was $3,660.were $7,014. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.

The Company acquired 1015 individually immaterial non-hazardous solid waste collection, transfer, recycling and disposal businesses during the nine months ended September 30, 2016.2022.  The total acquisition-related coststransaction-related expenses incurred during the nine months ended September 30, 20162022 for these acquisitions was $773.were $18,694. These expenses are included in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Net Income.

The results of operations of thesethe acquired businesses have been included in the Company’s Condensed Consolidated Financial Statements from their respective acquisition dates. The Company expects these acquired businesses to contribute towards the achievement of the Company’s strategy to expand through acquisitions. Goodwill acquired is attributable to the synergies and ancillary growth opportunities expected to arise after the Company’s acquisition of these businesses.

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The following table summarizes the consideration transferred to acquire these businesses and the preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition dates for the acquisitions consummated in the nine months ended September 30, 20172023 and 2016:2022:

 

2017

Acquisitions

  2016
Acquisitions
 

    

2023

    

2022

Acquisitions

Acquisitions

Fair value of consideration transferred:        

 

  

 

  

Cash $394,002  $13,703 

$

573,185

$

1,272,910

Debt assumed  56,958   - 

 

73,397

 

96,814

Notes issued to sellers  13,460   - 
Fair value of operations exchanged  81,097   - 
  545,517   13,703 
        

 

646,582

 

1,369,724

Recognized amounts of identifiable assets acquired and liabilities assumed associated with businesses acquired:        

 

 

Accounts receivable  19,312   521 

 

15,412

 

32,329

Prepaid expenses and other current assets  4,336   477 

 

4,474

 

6,549

Restricted investments

5,462

Operating lease right-of-use assets

14,048

3,160

Property and equipment  167,065   4,397 

 

186,130

 

617,267

Long-term franchise agreements and contracts  54,674   - 

 

59,509

 

109,364

Customer lists  28,033   5,079 

 

5,020

 

69,378

Indefinite-lived intangibles  5,830   - 
Other intangibles  27,261   - 

Permits and other intangibles

2,403

97,548

Other assets  3,052   261 

 

24

 

Accounts payable and accrued liabilities  (12,022)  (744)

 

(11,005)

 

(34,905)

Current portion of operating lease liabilities

(366)

(1,100)

Deferred revenue  (9,657)  (659)

 

(1,333)

 

(7,766)

Contingent consideration  (35)  (345)

 

(13,350)

 

(6,543)

Long-term portion of operating lease liabilities

(13,682)

(2,060)

Other long-term liabilities  (1,080)  - 

 

(10,439)

 

(3,498)

Deferred income taxes  (50,283)  - 

 

(3,501)

 

(26,440)

Total identifiable net assets  236,486   8,987 

 

238,806

 

853,283

Goodwill $309,031  $4,716 

$

407,776

$

516,441

Goodwill acquired during the nine months ended September 30, 2017,2023 and 2022, totaling $51,518,$317,190 and $272,186, respectively, is expected to be deductible for tax purposes. The acquisitions of 10 non-hazardous solid waste collection businesses resulted in goodwill acquired during the nine months ended September 30, 2016, totaling $4,716, which is expected to be deductible for tax purposes.  

The fair value of acquired working capital related to 10four individually immaterial acquisitions completed during the ninetwelve months ended September 30, 2017,2023, is provisional pending receipt of information from the acquirees to support the fair value of the assets acquired and liabilities assumed. Any adjustments recorded relating to finalizing the working capital for these 10four acquisitions are not expected to be material to the Company’s financial position.

The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2017, is $20,025,2023, was $15,538, of which $713 is$126 was expected to be uncollectible. The gross amount of trade receivables due under contracts acquired during the nine months ended September 30, 2016, is $947,2022, was $37,486, of which $426 is$5,157 was expected to be uncollectible. The Company did not acquire any other class of receivable as a result of the acquisitionsacquisition of these businesses.

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Pro Forma Results of Operations

The following pro forma results of operations assume that the Company’s acquisition of Progressive Waste and its other acquisitions that were collectively insignificant, occurring during the nine months ended September 30, 2016, were acquired as of January 1, 2016 (unaudited):

  Nine Months
Ended
September 30,
 
  2016 
Total revenue $3,136,249 
Net income  279,907 
Basic income per share  1.07 
Diluted income per share  1.07 

The unaudited pro forma results of operations do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on January 1, 2016, nor are they necessarily indicative of future operating results. The above unaudited pro forma financial information includes adjustments to acquisition expenses incurred by the Company and the acquired businesses, severance payments to employees terminated as a result of the acquisitions, equity-based compensation expenses incurred as a result of accelerated vesting resulting from the Progressive Waste acquisition, interest expense on new and refinanced debt attributable to the acquisitions, expenses associated with Progressive Waste interest rate swaps resulting from its credit facility being terminated, depreciation expense on acquired property and equipment, amortization of identifiable intangible assets acquired, depletion expense on acquired landfills and provision for income taxes.

7.ASSETS HELD FOR SALE

During the nine months ended September 30, 2017, the Company’s Eastern segment completed the sale of all assets and liabilities in its Washington, D.C. and Massachusetts markets and the sale of operating locations in the Illinois and Wisconsin markets. Additionally, during the nine months ended September 30, 2017, the Company’s Southern segment completed the sale of an operation in the Florida market, four operations in the Louisiana market and two operations in western Texas.  The total consideration received for these sales was $104,065 and included cash and non-monetary assets.

As of September 30, 2017, assets classified as held for sale consist of certain operating markets in the Company’s Southern segment. The assets held for sale as of September 30, 2017 have been recognized at the lower of cost or fair value less costs to sell, which resulted in recording an estimated loss on disposal of $19,189 during the nine months ended September 30, 2017. The expected consideration may include cash and non-monetary assets.

15

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Our assets and liabilities held for sale as of September 30, 2017 and December 31, 2016, were comprised of the following:

  

September 30,

2017

  

December 31,

2016

 
Current assets held for sale:        
Cash and equivalents $69  $42 
Accounts receivable  1,709   5,726 
Other current assets  243   571 
  $2,021  $6,339 
Long-term assets held for sale:        
Property and equipment $12,617  $33,624 
Goodwill  -   244 
Other assets  2   121 
  $12,619  $33,989 
Current liabilities held for sale:        
Accounts payable $834  $1,320 
Accrued liabilities  314   1,811 
Deferred revenue  1,107   252 
  $2,255  $3,383 

8.GOODWILL AND 8.INTANGIBLE ASSETS, NET

The Company elected to early adopt the guidance issued by the FASB “Simplifying the Test for Goodwill Impairment” on January 1, 2017. As discussed in Note 3, the new guidance removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. As such, the impairment analysis is only one step. In this step, the Company estimates the fair value of each of its reporting units, which consisted of five geographic operating segments and its E&P segment at September 30, 2017, and compares the fair value with the carrying value of the net assets assigned to each reporting unit.  If the fair value of a reporting unit is greater than the carrying value of the net assets, including goodwill, assigned to the reporting unit, then no impairment results.  If the fair value is less than its carrying value, an impairment charge is recorded for the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

During the year ended December 31, 2016, the Company did not record any impairment charges related to goodwill; however, the results of the Company’s annual impairment testing indicated that the carrying value of its E&P segment exceeded its fair value by more than $77,343, which was the carrying value of goodwill at its E&P segment at December 31, 2016.  Upon adopting this accounting guidance in the first quarter of 2017, the Company performed an updated impairment test for its E&P segment. The impairment test involved measuring the recoverability of goodwill by comparing the E&P segment’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value was estimated using an income approach employing a discounted cash flow (“DCF”) model. The DCF model incorporated projected cash flows over a forecast period based on the remaining estimated lives of the operating locations comprising the E&P segment. This was based on a number of key assumptions, including, but not limited to, a discount rate of 11.7%, annual revenue projections based on E&P waste resulting from projected levels of oil and natural gas exploration and production activity during the forecast period, gross margins based on estimated operating expense requirements during the forecast period and estimated capital expenditures over the forecast period, all of which were classified as Level 3 in the fair value hierarchy. The impairment test showed the carrying value of the E&P segment continued to exceed its fair value by an amount in excess of the carrying amount of goodwill, or $77,343. Therefore, the Company recorded an impairment charge of $77,343, consisting of the carrying amount of goodwill at its E&P segment at January 1, 2017, to Impairments and other operating charges in the Condensed Consolidated Statements of Net Income during the nine months ended September 30, 2017.

16

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Intangible assets, exclusive of goodwill, consisted of the following at September 30, 2017: 2023:

 Gross Carrying
Amount
  Accumulated
Amortization
  Accumulated
Impairment
Loss
  Net Carrying
Amount
 

    

Gross

    

    

Accumulated

    

Net

Carrying

Accumulated

Impairment

Carrying

Amount

Amortization

Loss

Amount

Finite-lived intangible assets:                

 

  

 

  

 

  

 

  

Long-term franchise agreements and contracts $482,298  $(114,040) $-  $368,258 

$

963,690

$

(338,262)

$

$

625,428

Customer lists  400,737   (168,290)  -   232,447 

 

780,712

 

(577,744)

 

 

202,968

Permits and other  318,335   (32,301)  -   286,034 

 

782,252

 

(132,785)

 

(40,784)

 

608,683

  1,201,370   (314,631)  -   886,739 

 

2,526,654

 

(1,048,791)

 

(40,784)

 

1,437,079

Indefinite-lived intangible assets:                

 

  

 

  

 

  

 

  

Solid waste collection and transportation permits  158,591   -   -   158,591 

 

181,613

 

 

 

181,613

Material recycling facility permits  42,283   -   -   42,283 
E&P facility permits  59,855   -   (38,507)  21,348 
  260,729   -   (38,507)  222,222 

Intangible assets, exclusive of goodwill $1,462,099  $(314,631) $(38,507) $1,108,961 

$

2,708,267

$

(1,048,791)

$

(40,784)

$

1,618,692

The weighted-average amortization period of long-term franchise agreements and contracts acquired during the nine months ended September 30, 20172023 was 16.920.5 years. The weighted-average amortization period of customer lists acquired during the nine months ended September 30, 20172023 was 10.011.7 years.  The weighted-average amortization period of finite-lived permits and other acquired during the nine months ended September 30, 20172023 was 40.0 years.

Intangible assets, exclusive of goodwill, consisted of the following at December 31, 2016: 2022:

 Gross Carrying
Amount
  Accumulated
Amortization
  Accumulated
Impairment
Loss
  Net Carrying
Amount
 

    

Gross

    

    

Accumulated

    

Net

Carrying

Accumulated

Impairment

Carrying

Amount

Amortization

Loss

Amount

Finite-lived intangible assets:                

 

  

 

  

 

  

 

  

Long-term franchise agreements and contracts $428,783  $(86,552) $-  $342,231 

$

916,582

$

(297,382)

$

$

619,200

Customer lists  371,203   (131,525)  -   239,678 

 

776,719

 

(527,425)

 

 

249,294

Permits and other  290,823   (21,966)  -   268,857 

 

779,689

 

(115,095)

 

(40,784)

 

623,810

  1,090,809   (240,043)  -   850,766 

 

2,472,990

 

(939,902)

 

(40,784)

 

1,492,304

Indefinite-lived intangible assets:                

 

  

 

  

 

  

 

  

Solid waste collection and transportation permits  152,761   -   -   152,761 

 

181,613

 

 

 

181,613

Material recycling facility permits  42,283   -   -   42,283 
E&P facility permits  59,855   -   (38,507)  21,348 
  254,899   -   (38,507)  216,392 

Intangible assets, exclusive of goodwill $1,345,708  $(240,043) $(38,507) $1,067,158 

$

2,654,603

$

(939,902)

$

(40,784)

$

1,673,917

Estimated future amortization expense for the next five years relating to finite-lived intangible assets owned as of September 30, 2023 is as follows:

For the year ending December 31, 2017 $105,822 
For the year ending December 31, 2018 $98,193 
For the year ending December 31, 2019 $87,622 
For the year ending December 31, 2020 $79,423 
For the year ending December 31, 2021 $70,416 

For the year ending December 31, 2023

    

$

157,219

For the year ending December 31, 2024

$

139,959

For the year ending December 31, 2025

$

123,027

For the year ending December 31, 2026

$

107,340

For the year ending December 31, 2027

$

93,670

17

13

Table of Contents

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

9.LONG-TERM DEBT

9.LEASES

The following chart presentsCompany rents certain equipment and facilities under short-term agreements, non-cancelable operating lease agreements and finance leases.  The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date.  The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date.

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

The lease guidance requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs.  Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

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

Lease payments included in the measurement of the lease liability comprise fixed payments or variable lease payments.  The variable lease payments take into account annual changes in the consumer price index and common area maintenance charges, if known.

ROU assets for operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived asset impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.  The Company did not recognize an impairment charge for any of its ROU assets during the nine months ended September 30, 20172023 and December 31, 2016:2022.

  September 30,
2017
  December 31,
2016
 
Revolver under Credit Agreement, bearing interest ranging from 2.51% to 3.45%(a) $218,755  $310,582 
Term loan under Credit Agreement, bearing interest at 2.44%(a)  1,637,500   1,637,500 
2018 Senior Notes  50,000   50,000 
2019 Senior Notes  175,000   175,000 
2021 Senior Notes  100,000   100,000 
New 2021 Senior Notes  150,000   150,000 
2022 Senior Notes  125,000   125,000 
2023 Senior Notes  200,000   200,000 
2024 Senior Notes  150,000   - 
2025 Senior Notes  375,000   375,000 
2026 Senior Notes  400,000   400,000 
2027 Senior Notes  250,000   - 
Tax-exempt bonds, bearing interest ranging from 1.03% to 1.05%(a)  95,430   95,430 
Notes payable to sellers and other third parties, bearing interest at 2.00% to 24.81%(a)  26,482   14,180 
   3,953,167   3,632,692 
Less – current portion  (11,596)  (1,650)
Less – debt issuance costs  (15,810)  (14,282)
  $3,925,761  $3,616,760 

(a)Interest rates representThe Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the interest rates incurred atremeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset.  The Company did not recognize any significant remeasurements during the nine months ended September 30, 2017.2023 and 2022.

The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company has elected to apply the short-term lease recognition and measurement exemption allowed for in the lease accounting standard.  The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.

18

14

Table of Contents

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Lease cost for operating and finance leases for the three and nine months ended September 30, 2023 and 2022 were as follows:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

2022

    

2023

2022

Operating lease cost

$

11,914

$

9,822

$

34,881

$

30,814

Finance lease cost:

Amortization of leased assets

733

682

2,098

1,802

Interest on leased liabilities

63

61

168

161

Total lease cost

$

12,710

$

10,565

$

37,147

$

32,777

2016 Master Note Purchase Agreement

On June 1, 2016 the Company entered into that certain Master Note Purchase Agreement (as supplemented by that certain First SupplementSupplemental cash flow information and non-cash activity related to the 2016 NPA datedCompany’s leases are as of February 13, 2017 (the “2016 First Supplement”)follows:

    

Nine Months Ended September 30, 

2023

2022

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

Operating cash flows from operating leases

$

33,967

$

30,313

Operating cash flows from finance leases

$

168

$

161

Financing cash flows from finance leases

$

2,079

$

1,758

Non-cash activity:

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

$

85,377

$

53,967

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

$

1,388

$

3,369

Weighted-average remaining lease term and discount rate for the Company’s leases are as amended, restated, amended and restated, assumed, supplemented or modified from time to time, the “2016 NPA”) with certain accredited institutional investors.follows:

Nine Months Ended September 30, 

    

2023

2022

Weighted average remaining lease term - operating leases

11.1

years

 

8.9

years

 

Weighted average remaining lease term - finance leases

3.9

years

4.4

years

Weighted average discount rate - operating leases

3.92

%  

 

2.96

%  

 

Weighted average discount rate - finance leases

2.35

%  

1.96

%  

On April 20, 2017, pursuant to the 2016 NPA, and the 2016 First Supplement, the Company issued and sold to the investors $400,000 aggregate principal amount of senior unsecured notes consisting of $150,000 aggregate principal amount which will mature on April 20, 2024 with an annual interest rate of 3.24% (the “2024 Senior Notes”) and $250,000 aggregate principal amount of the 2017A Notes which will mature on April 20, 2027 with an annual interest rate of 3.49% (the “2027 Senior Notes” and collectively with the 2024 Senior Notes, the “2017A Senior Notes”) in a private placement. The 2017A Senior Notes bear interest at fixed rates with interest payable in arrears semi-annually on the first day of October and April beginning on October 1, 2017, and on the respective maturity dates, until the principal thereunder becomes due and payable.

The proceeds from the sale of the 2017A Senior Notes were used to refinance existing indebtedness and for general corporate purposes.

Pursuant to the terms and conditions of the 2016 NPA, the Company has outstanding senior unsecured notes (the “2016 Senior Notes”) asAs of September 30, 2017 consisting of 2.39% senior notes due 2021 (the “New 2021 Senior Notes”), 2.75% senior notes due 2023, (the “2023 Senior Notes”), 3.03% senior notes due 2026 (the “2026 Senior Notes”) and the 2017A Senior Notes.

Under the terms and conditions of the 2016 NPA, the Company is authorized to issue and sell notes in the aggregate principal amount of $1,500,000, inclusive of the outstanding $1,150,000 aggregate principal amount of 2016 Senior Notes that have been issued and sold by the Company, provided that the purchasers of the 2016 Senior Notes shall not have any obligation to purchase any additional notes issued pursuantfuture minimum lease payments, reconciled to the 2016 NPA.respective lease liabilities, are as follows:

Operating Leases

Finance Leases

Last 3 months of 2023

    

$

11,634

$

798

2024

 

40,695

 

3,194

2025

 

34,940

 

3,194

2026

 

32,313

 

2,608

2027

 

31,270

 

1,186

Thereafter

 

198,782

 

293

Minimum lease payments

 

349,634

 

11,273

Less: imputed interest

 

(77,189)

 

(501)

Present value of minimum lease payments

272,445

10,772

Less: current portion of lease liabilities

(32,677)

(2,962)

Long-term portion of lease liabilities

$

239,768

$

7,810

The 2016 Senior Notes are unsecured obligations and rankpari passu with obligations under the Credit Agreement and the 2008 Senior Notes. Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the 2016 NPA. The subsidiaries who have executed a guaranty in relation to the 2016 NPA are the same set of subsidiaries who have executed a guaranty in relation to the Assumed 2008 NPA and the same set of subsidiaries that are guarantors under the Credit Agreement.

The 2016 Senior Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrence of an event of default, payment of the 2016 Senior Notes may be accelerated by the holders of the 2016 Senior Notes. The 2016 Senior Notes may also be prepaid by the Company par plus a make-whole amount determined by the amount of excess, if any, of the discounted value of the remaining scheduled payments with respect to the called principal of such 2016 Senior Notes minus the amount of such called principal, provided that the make whole shall in no event be less than zero. The discounted value is determined using market-based discount rates. In addition, the Company will be required to offer to prepay the 2016 Senior Notes upon certain changes in control. The 2016 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events.

19

15

Table of Contents

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

10.LONG-TERM DEBT

2008 Master Note Purchase Agreement

On June 1, 2016, prior to the closing of the Progressive Waste acquisition, Old Waste Connections, certain subsidiaries of Old Waste Connections (together with Old Waste Connections, the “Obligors”) and certain holders of the 2008 Senior Notes (defined below) entered into that certain Amendment No. 6 (the “Sixth Amendment”) to that certain Master Note Purchase Agreement, dated July 15, 2008 (the “2008 NPA”), as amended by Amendment No. 1 to the 2008 NPA dated as of July 20, 2009 (the “First Amendment”), as supplemented by First Supplement to the 2008 NPA dated as of October 26, 2009 (the “First Supplement”), as amended by Amendment No. 2 to the 2008 NPA dated as of November 24, 2010 (the “Second Amendment”), as supplemented by Second Supplement to the 2008 NPA dated as of April 1, 2011 (the “Second Supplement”), as amended by Amendment No. 3 to the 2008 NPA dated as of October 12, 2011 (the “Third Amendment”), as amended by Amendment No. 4 to the 2008 NPA dated as of August 9, 2013 (the “Fourth Amendment”), as amended by Amendment No. 5 to the 2008 NPA dated as of February 20, 2015 (the “Fifth Amendment”), and as supplemented by Third Supplement to the 2008 NPA dated as of June 11, 2015 (the “Third Supplement”) (the 2008 NPA, as so amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to June 1, 2016, the “Amended 2008 NPA”). The Sixth Amendment, among other things, provides certain amendments to the Amended 2008 NPA to facilitate (i) the Progressive Waste acquisition and related transactions contemplated thereunder, (ii)following table presents the Company’s assumption of the Obligors’ obligations under the Assumed 2008 NPA (defined below) pursuant to the Assumption Agreement (defined below) upon the consummation of the Progressive Waste acquisition, (iii) the release of and/or reconstitution of obligations as a guaranty for certain Obligors, and (iv) additional amendments to the Amended 2008 NPA (beyond those in the Sixth Amendment) which were effective upon the Company’s assumption of the Obligor’s obligations under the Assumed 2008 NPA pursuant to the Assumption Agreement.

On June 1, 2016, following the closing of the Progressive Waste acquisition, the Company entered into that certain Assumption and Exchange Agreement (as amended, restated, amended and restated, supplemented or modified from time to time, the “Assumption Agreement”) with Old Waste Connections, to and in favor of the holders of the notes issued from time to time under the Amended 2008 NPA as further amended by the Sixth Amendment (the Amended 2008 NPA as amended by the Sixth Amendment and as further modified by the Assumption Agreement, the “Assumed 2008 NPA”).

Pursuant to the terms and conditions of the Assumed 2008 NPA, the Company’s has outstanding senior unsecured notes (the “2008 Senior Notes”) as oflong-term debt at September 30, 2017 consisting2023 and December 31, 2022:

September 30, 

December 31, 

    

2023

    

2022

    

Revolver under Credit Agreement, bearing interest ranging from 6.38% to 8.50% (a)

$

531,618

$

614,705

Term loan under Credit Agreement, bearing interest at 6.43% (a)

 

650,000

 

650,000

Term loan under Term Loan Agreement, bearing interest at 6.43% (a)

800,000

800,000

4.25% Senior Notes due 2028

500,000

500,000

3.50% Senior Notes due 2029

500,000

500,000

2.60% Senior Notes due 2030

600,000

600,000

2.20% Senior Notes due 2032

650,000

650,000

3.20% Senior Notes due 2032

500,000

500,000

4.20% Senior Notes due 2033

750,000

750,000

3.05% Senior Notes due 2050

500,000

500,000

2.95% Senior Notes due 2052

850,000

850,000

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 2024 to 2036 (a)

 

56,047

 

37,232

Finance leases, bearing interest ranging from 1.89% to 5.07%, with lease expiration dates ranging from 2026 to 2029 (a)

���

10,772

11,464

 

6,898,437

 

6,963,401

Less – current portion

 

(32,760)

 

(6,759)

Less – unamortized debt discount and issuance costs

 

(62,238)

 

(66,493)

Long-term portion of debt and notes payable

$

6,803,439

$

6,890,149

____________________

(a)Interest rates represent the interest rates at September 30, 2023.

16

Table of 4.00% senior notes due 2018 (the “2018 Senior Notes”), 5.25% senior notes due 2019 (the “2019 Senior Notes”), 4.64% senior notes due 2021 (the “2021 Senior Notes), 3.09% senior notes due 2022 (the “2022 Senior Notes”) and 3.41% senior notes due 2025 (the “2025 Senior Notes”).Contents

Under the terms and conditions of the Assumed 2008 NPA, the Company is authorized to issue and sell notes in the aggregate principal amount of $1,250,000, inclusive of the outstanding $825,000 aggregate principal amount of 2008 Senior Notes assumed by the Company on June 1, 2016, provided that the purchasers of the 2008 Senior Notes shall not have any obligation to purchase any additional notes issued pursuant to the Assumed 2008 NPA.

The 2008 Senior Notes are unsecured obligations and rankpari passu with obligations under the Credit Agreement and the 2016 Senior Notes. Certain subsidiaries of the Company have executed a subsidiary guaranty in relation to the Company’s obligations under the Assumed 2008 NPA. The subsidiaries who have executed a guaranty in relation to the Assumed 2008 NPA are the same set of subsidiaries who have executed a guaranty in relation to the 2016 NPA and the same set of subsidiaries that are guarantors under the Credit Agreement.

The 2008 Senior Notes are subject to representations, warranties, covenants and events of default customary for a private placement of senior unsecured notes. Upon the occurrence of an event of default, payment of the 2008 Senior Notes may be accelerated by the holders of the 2008 Senior Notes. The 2008 Senior Notes may also be prepaid by the Company par plus a make-whole amount determined by the amount of excess, if any, of the discounted value of the remaining scheduled payments with respect to the called principal of such 2008 Senior Notes minus the amount of such called principal, provided that the make whole shall in no event be less than zero. The discounted value is determined using market-based discount rates. In addition, the Company will be required to offer to prepay the 2008 Senior Notes upon certain changes in control; however, no such prepayment offer was accepted in connection with the Progressive Waste acquisition. The Assumed 2008 NPA also contemplates certain offers of prepayments for specified tax reasons or certain noteholder sanctions events.

20

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Credit Agreement

Details of the Credit Agreement are as follows:

 September 30,
2017
  December 31,
2016
 

September 30, 

December 31, 

 

    

2023

    

2022

 

    

Revolver under Credit Agreement        

 

  

 

  

 

Available $1,122,149  $1,004,451 

$

1,278,859

$

1,193,502

Letters of credit outstanding $221,596  $247,467 

$

39,523

$

41,793

Total amount drawn, as follows: $218,755  $310,582 

$

531,618

$

614,705

Amount drawn – U.S. Term SOFR rate loan

$

335,000

$

391,000

Interest rate applicable – U.S. Term SOFR rate loan

6.43

%

5.42

%

Amount drawn – U.S. Term SOFR rate loan

$

30,000

$

Interest rate applicable – U.S. Term SOFR rate loan

6.42

%

%

Amount drawn – U.S. base rate loan

$

15,000

$

Interest rate applicable – U.S. base rate loan

8.50

%

%

Amount drawn – Canadian prime rate loan $12,020  $7,448 

$

11,094

$

Interest rate applicable - Canadian prime rate loan  3.45%  2.95%

 

7.20

%

 

%

Amount drawn – Canadian BA loan $206,735  $303,134 
Interest rate applicable – Canadian BA loan  2.51%  2.13%

Amount drawn – Canadian bankers’ acceptance

$

85,054

$

223,705

Interest rate applicable – Canadian bankers’ acceptance

 

6.38

%  

 

5.74

%  

Amount drawn – Canadian bankers’ acceptance

$

55,470

$

Interest rate applicable – Canadian bankers’ acceptance

 

6.38

%  

 

%  

Commitment – rate applicable  0.15%  0.15%

 

0.09

%  

 

0.09

%  

Term loan under Credit Agreement        

 

 

Amount drawn – U.S. based LIBOR loan $1,637,500  $1,637,500 
Interest rate applicable – U.S. based LIBOR loan  2.44%  1.97%

Amount drawn – U.S. Term SOFR rate loan

$

650,000

$

650,000

Interest rate applicable – U.S. Term SOFR rate loan

6.43

%

5.42

%

On June 1, 2016, the Company entered into the certain Revolving Credit and Term Loan Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., acting through its Canada Branch, as global agent, the swing line lender and letter of credit issuer, Bank of America, N.A., as the U.S. Agent and a letter of credit issuer, the lenders (the “Lenders”) and any other financial institutions from time to time party thereto.

 PursuantIn addition to the terms and conditions$39,523 of the Credit Agreement, the Lenders have committed to provide a $3,200,000 credit facility to the Company, consisting of (i) revolving advances up to an aggregate principal amount of $1,562,500 at any one time outstanding, and (ii) a term loan in an aggregate principal amount of $1,637,500, which term loan was fully drawn at closing. As part of the aggregate commitments under the revolving advances, the Credit Agreement provides for letters of credit to beat September 30, 2023 issued at the request of the Company in an aggregate amount not to exceed $500,000 and for swing line loans to be issued at the request of the Company in an aggregate amount not to exceed the lesser of $75,000 and the aggregate commitments under the revolving advances. This swing line sublimit is part of, and not in addition to, the aggregate commitments under the revolving advances. Subject to certain specified conditions and additional deliveries, the Company has the option to request increases in the aggregate commitments for revolving advances and one or more additional term loans, provided that (i) the aggregate principal amount of such requests does not exceed $500,000 and (ii) the aggregate principal amount of commitments and term loans under the credit facility does not exceed $3,700,000.

Advances are available under the Credit Agreement in U.S. dollars and Canadian dollars. Interest accrues on the term loan at a LIBOR rate or a base rate, at the Company’s option, plus an applicable margin. Interest accrues on revolving advances, at the Company’s option, (i) at a LIBOR rate or a base rate for U.S. dollar borrowings, plus an applicable margin, and (ii) at the Canadian prime rate for Canadian dollar borrowings, plus an applicable margin. Canadian dollar borrowings are also available by way of bankers' acceptances or BA equivalent loans (“BA loans”), subject to the payment of a drawing fee. The fees for letters of credit in US dollars and Canadian dollars are also based on the applicable margin. The applicable margin used in connection with interest rates and fees is based on the Company’s leverage ratio. The applicable margin for LIBOR rate loans, drawing fees for bankers' acceptance and BA loans and letter of credit fees ranges from 1.00% to 1.50%, and the applicable margin for base rate loans, Canadian prime rate loans and swing line loans ranges from 0.00% to 0.50%. The Company will also pay a fee based on its leverage ratio on the actual daily unused amount of the aggregate revolving commitments.

The borrowings under the Credit Agreement are unsecured. Proceeds from the borrowings under the Credit Agreement may be used on a go forward basis (i) to finance acquisitions permitted under the Credit Agreement and (ii) for capital expenditures, working capital, letters of credit, and general corporate purposes.

The Credit Agreement contains customary representations, warranties, covenants and events of default, including, among others, a change of control event of default and limitations on the incurrence of indebtedness and liens, new lines of business, mergers, transactions with affiliates and burdensome agreements. The Credit Agreement includes a financial covenant limiting, as of the last day of each fiscal quarter, the ratio of (a) (i) Consolidated Total Funded Debt (as defined in the Credit Agreement) as of such date less (ii) the sum of cash and cash equivalents of the Company and its subsidiaries on a dollar-for-dollar basis as of such date in excess of $50,000 up to a maximum of $200,000 (such that the maximum amount of reduction pursuant to this calculation does not exceed $150,000) to (b) Consolidated EBITDA (as defined in the Credit Agreement), measured for the preceding 12 months, to not more than 3.50 to 1.00 (or 3.75 to 1.00 during material acquisition periods, subject to certain limitations). The Credit Agreement also includes a financial covenant requiring the ratio of Consolidated EBIT (as defined in the Credit Agreement) to Consolidated Total Interest Expense (as defined in the Credit Agreement), in each case, measured for the preceding 12 months, to be not less than 2.75 to 1.00. During the continuance of an event of default, the Lenders may take a number of actions, including, among others, declaring the entire amount then outstanding under the Credit Agreement, to be duethe Company has issued and payable.outstanding letters of credit totaling $102,229 under facilities other than the Credit Agreement.

21

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

10.11.SEGMENT REPORTING

The Company’s revenues are generated from the collection, transfer, recycling and disposal of non-hazardous solid waste and the treatment, recovery and disposal of non-hazardous E&P waste. No single contract or customer accounted for more than 10% of the Company’s total revenues at the consolidated or reportable segment level during the periods presented.

Effective April 1, 2023, the Company modified its organizational structure under new regional operating segments as the result of continued growth in its business.  The Company manages its operations through fivenow reports revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Western, Central, Eastern, Canada and MidSouth.  A small number of operating locations have been reallocated from the Western segment to the Central segment, the previous Eastern segment has been bifurcated into two smaller geographies now referred to as the Eastern segment and MidSouth segment, and a small number of operating locations have been reallocated from the Southern segment to the MidSouth segment. The Company’s six geographic solid waste operating segments andcomprise its E&P segment, which includes the majority of the Company’s E&P waste treatment and disposal operations. The Company’s five geographic operating segments and its E&P segment comprise the Company’s reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts.  InWhile certain corporate or regional overhead expense allocations may affect comparability on a period-over-period basis, the third quarter of 2017, the Company moved a district from the Eastern segment to the Canada segment as a significant amount of its revenues are received from Canadian-based customers. The segment information presented herein reflects the realignment of this district.these regions.

17

Table of Contents

WASTE CONNECTIONS, INC.

Under the current orientation, the Company’s Southern segment services customers located in Alabama, Arkansas, Florida, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas; the Company’s Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; the Company’s Eastern segment services customers located in Illinois, Iowa, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, eastern Tennessee, Vermont and Wisconsin; the Company’s Canada segment services customers located in the state of Michigan and in the provinces of Alberta, British Columbia, Manitoba, Ontario and Québec; and the Company’s Central segment services customers located in Arizona, Colorado, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming.  The E&P segment services E&P customers located in Arkansas, Louisiana, New Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The Company’s Chief Operating Decision Maker (“CODM”) evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. The Company defines segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items, and other income (expense) and foreign currency transaction gain (loss). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. The Company’s management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments. A reconciliation of segment EBITDA to Income before income tax provision is included at the end of this Note 10. 

11.

Summarized financial information concerning the Company’s reportable segments for the three and nine months ended September 30, 20172023 and 2016,2022, is shown in the following tables:

Three Months
Ended
September 30,
2017
 Revenue  Intercompany
Revenue(b)
  Reported
Revenue
  Segment EBITDA(c) 

Three Months Ended

    

    

Intercompany

    

Reported

    

Segment

September 30, 2023

Revenue

Revenue(b)

Revenue

EBITDA(c)

Southern $317,059  $(36,531) $280,528  $63,171 

$

465,134

$

(51,556)

$

413,578

$

133,072

Western  292,222   (30,345)  261,877   84,861 

 

486,351

 

(53,889)

 

432,462

 

124,433

Central

 

419,169

 

(46,307)

 

372,862

 

137,823

Eastern  292,124   (45,857)  246,267   74,018 

420,855

(67,746)

353,109

100,779

Canada  224,166   (27,111)  197,055   74,369 

 

292,351

 

(29,256)

 

263,095

 

108,524

Central  190,210   (23,850)  166,360   64,607 
E&P  56,209   (1,818)  54,391   27,881 

MidSouth

 

275,582

 

(45,944)

 

229,638

 

61,923

Corporate(a)  -   -   -   (5,751)

 

 

 

 

(2,729)

 $1,371,990  $(165,512) $1,206,478  $383,156 

$

2,359,442

$

(294,698)

$

2,064,744

$

663,825

Three Months
Ended
September 30,
2016
 Revenue  Intercompany
Revenue(b)
  Reported
Revenue
  Segment EBITDA(c) 

Three Months Ended

    

    

Intercompany

    

Reported

    

Segment

September 30, 2022

Revenue

Revenue(b)

Revenue

EBITDA(c)

Southern $317,727  $(37,818) $279,909  $62,189 

$

429,787

$

(46,350)

$

383,437

$

122,472

Western  276,941   (30,050)  246,891   84,214 

 

412,928

 

(42,739)

 

370,189

 

109,736

Central

 

380,756

 

(41,867)

 

338,889

 

122,471

Eastern  226,680   (34,701)  191,979   57,699 

385,204

(55,946)

329,258

77,384

Canada  207,003   (26,431)  180,572   66,235 

 

270,041

 

(27,727)

 

242,314

 

87,910

Central  176,109   (20,842)  155,267   58,079 
E&P  33,785   (3,481)  30,304   8,919 

MidSouth

 

259,520

(43,739)

215,781

64,036

Corporate(a)  -   -   -   (18,299)

 

 

 

 

(11,657)

 $1,238,245  $(153,323) $1,084,922  $319,036 

$

2,138,236

$

(258,368)

$

1,879,868

$

572,352

22

Nine Months Ended

Intercompany

Reported

Segment

September 30, 2023

    

Revenue

    

Revenue(b)

    

Revenue

    

EBITDA(c)

Southern

$

1,382,681

$

(155,149)

$

1,227,532

$

384,660

Western

 

1,402,628

 

(155,355)

 

1,247,273

 

354,682

Central

 

1,218,670

 

(136,638)

 

1,082,032

 

384,538

Eastern

1,215,266

(189,604)

1,025,662

260,569

Canada

 

824,303

 

(85,347)

 

738,956

 

286,703

MidSouth

 

799,823

 

(134,936)

 

664,887

 

182,072

Corporate(a)

 

 

 

 

(22,142)

$

6,843,371

$

(857,029)

$

5,986,342

$

1,831,082

18

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Nine Months
Ended
September 30,
2017
 Revenue  Intercompany
Revenue(b)
  Reported
Revenue
  Segment EBITDA(c) 

Nine Months Ended

Intercompany

Reported

Segment

September 30, 2022

    

Revenue

    

Revenue(b)

    

Revenue

    

EBITDA(c)

Southern $957,506  $(111,472) $846,034  $199,280 

$

1,232,302

$

(129,003)

$

1,103,299

$

341,006

Western  845,176   (90,217)  754,959   247,475 

 

1,179,592

 

(129,159)

 

1,050,433

 

315,114

Central

 

1,067,991

 

(113,854)

 

954,137

 

333,866

Eastern  851,880   (133,578)  718,302   209,315 

1,064,236

(154,322)

909,914

214,335

Canada  621,995   (75,846)  546,149   200,283 

 

789,531

 

(82,127)

 

707,404

 

265,402

Central  536,803   (66,716)  470,087   177,975 
E&P  143,951   (6,169)  137,782   63,518 

MidSouth

 

740,666

 

(123,295)

617,371

175,133

Corporate(a)  -   -   -   (32,535)

 

 

 

 

(19,042)

 $3,957,311  $(483,998) $3,473,313  $1,065,311 

$

6,074,318

$

(731,760)

$

5,342,558

$

1,625,814

Nine Months
Ended
September 30,
2016
 Revenue  Intercompany
Revenue(b)
  Reported
Revenue
  Segment EBITDA(c) 
Southern $497,863  $(60,485) $437,378  $98,906 
Western  789,716   (87,160)  702,556   237,839 
Eastern  519,165   (81,361)  437,804   135,456 
Canada  281,660   (35,949)  245,711   91,471 
Central  468,004   (53,130)  414,874   154,510 
E&P  97,883   (8,965)  88,918   21,953 
Corporate(a)  -   -   -   (102,653)
  $2,654,291  $(327,050) $2,327,241  $637,482 

____________________

(a)The majority of Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions.  Amounts reflectedexpenses are net of allocationsallocated to the six operating segments.  Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA of the Company’s Corporate segment for the periods presented.
(b)Intercompany revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service.
(c)For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in the Company’s most recent Annual Report on Form 10-K.

Total assets for each of the Company’s reportable segments at September 30, 20172023 and December 31, 2016,2022, were as follows:

 September 30,
2017
  December 31,
2016
 

September 30, 

December 31, 

    

2023

    

2022

Southern $2,726,600  $2,869,841 

 

$

3,478,012

 

$

3,410,888

Western  1,560,023   1,516,870 

3,409,663

3,239,679

Central

2,801,263

2,803,853

Eastern  1,999,928   1,519,576 

3,156,943

2,752,436

Canada  2,697,750   2,554,324 

2,734,397

2,773,882

Central  1,312,209   1,302,900 
E&P  989,081   1,068,086 

MidSouth

1,705,300

1,727,323

Corporate  624,684   272,328 

445,662

426,542

Total Assets $11,910,275  $11,103,925 

 

$

17,731,240

 

$

17,134,603

23

The following tables show changes in goodwill during the nine months ended September 30, 2023 and 2022, by reportable segment:

    

Southern

    

Western

    

Central

    

Eastern

    

Canada

    

MidSouth

    

Total

Balance as of December 31, 2022

$

1,547,894

$

732,335

$

1,003,470

$

1,189,111

$

1,684,670

$

744,817

$

6,902,297

Goodwill acquired

 

45,072

3,605

361,398

1,366

 

411,441

Goodwill acquisition adjustments

(1,450)

(2,215)

(3,665)

Impact of changes in foreign currency

 

 

 

 

 

3,011

 

 

3,011

Balance as of September 30, 2023

$

1,546,444

$

777,407

$

1,007,075

$

1,550,509

$

1,685,466

$

746,183

$

7,313,084

19

Table of Contents

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The following tables show changes in goodwill during the nine months ended September 30, 2017 and 2016, by reportable segment: 

  Southern  Western  Eastern  Canada  Central  E&P  Total 
Balance as of December 31, 2016 $1,470,023  $376,537  $533,160  $1,465,274  $467,924  $77,343  $4,390,261 
Goodwill acquired  7,484   20,906   272,501   7,127   1,013   -   309,031 
Goodwill divested  (31,543)  -   (4,276)  -   (667)  -   (36,486)
Impairment loss  -   -   -   -   -   (77,343)  (77,343)
Goodwill adjustment for assets sold  2,205   -   321   -   -   -   2,526 
Goodwill adjustment for assets held for sale  (11,080)  -   -   -   -   -   (11,080)
Impact of changes in foreign currency  -   -   -   111,439   -   -   111,439 
Balance as of September 30, 2017 $1,437,089  $397,443  $801,706  $1,583,840  $468,270  $-  $4,688,348 

  Southern  Western  Eastern  Canada  Central  E&P  Total 
Balance as of December 31, 2015 $95,710  $373,820  $459,532  $-  $416,420  $77,343  $1,422,825 
Goodwill acquired  1,338,806   2,696   75,769   1,465,720   48,232   -   2,931,223 
Impact of changes in foreign currency  -   -   -   (2,878)  -   -   (2,878)
Balance as of September 30, 2016 $1,434,516  $376,516  $535,301  $1,462,842  $464,652  $77,343  $4,351,170 

24

    

Southern

    

Western

    

Central

    

Eastern

    

Canada

    

MidSouth

    

Total

Balance as of December 31, 2021

$

1,457,437

$

503,223

$

931,269

$

992,578

$

1,559,512

$

743,624

$

6,187,643

Goodwill acquired

 

85,004

73,787

181,671

167,926

 

 

508,388

Goodwill acquisition adjustments

8,060

(7)

8,053

Impact of changes in foreign currency

 

 

 

 

(129,224)

 

 

(129,224)

Balance as of September 30, 2022

$

1,542,441

$

511,283

$

1,005,056

$

1,174,249

$

1,598,214

$

743,617

$

6,574,860

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

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

 Three months ended
September 30,
  Nine months ended
September 30,
 
 2017  2016  2017  2016 

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

    

Southern segment EBITDA $63,171  $62,189  $199,280  $98,906 

$

133,072

$

122,472

$

384,660

$

341,006

Western segment EBITDA  84,861   84,214   247,475   237,839 

 

124,433

109,736

354,682

315,114

Central segment EBITDA

 

137,823

122,471

384,538

333,866

Eastern segment EBITDA  74,018   57,699   209,315   135,456 

100,779

77,384

260,569

214,335

Canada segment EBITDA  74,369   66,235   200,283   91,471 

 

108,524

87,910

286,703

265,402

Central segment EBITDA  64,607   58,079   177,975   154,510 
E&P segment EBITDA  27,881   8,919   63,518   21,953 

MidSouth segment EBITDA

 

61,923

 

64,036

 

182,072

 

175,133

Subtotal reportable segments  388,907   337,335   1,097,846   740,135 

 

666,554

 

584,009

 

1,853,224

 

1,644,856

Unallocated corporate overhead  (5,751)  (18,299)  (32,535)  (102,653)

 

(2,729)

(11,657)

(22,142)

(19,042)

Depreciation  (136,941)  (125,744)  (395,008)  (270,988)

 

(214,966)

(193,287)

(632,347)

(562,174)

Amortization of intangibles  (26,613)  (26,944)  (76,886)  (48,719)

 

(39,405)

(38,859)

(117,740)

(113,956)

Impairments and other operating items  (832)  (7,682)  (141,333)  (4,634)

 

(56,477)

(13,438)

(69,201)

(19,467)

Interest expense  (32,471)  (27,621)  (92,763)  (65,291)

 

(69,016)

(51,161)

(204,914)

(137,565)

Interest income  1,656   171   3,131   447 

 

2,833

1,784

6,886

2,574

Other income (expense), net  1,709   500   3,561   (268)
Foreign currency transaction gain (loss)  (1,864)  (350)  (3,502)  339 

Other income, net

 

5,372

8,487

8,346

2,373

Income before income tax provision $187,800  $131,366  $362,511  $248,368 

$

292,166

$

285,878

$

822,112

$

797,599

The following tables reflect a breakdown of the Company’s revenue and inter-company eliminations for the periods indicated: 

  Three months ended September 30, 2017 
  Revenue  Intercompany
Revenue
  Reported
Revenue
  % of
Reported
Revenue
 
Solid waste collection $815,344  $(2,484) $812,860   67.4%
Solid waste disposal and transfer  416,764   (157,280)  259,484   21.5 
Solid waste recycling  43,864   (2,295)  41,569   3.5 
E&P waste treatment, recovery and disposal  57,797   (3,082)  54,715   4.5 
Intermodal and other  38,221   (371)  37,850   3.1 
Total $1,371,990  $(165,512) $1,206,478   100.0%

25

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

  Three months ended September 30, 2016 
  Revenue  Intercompany
Revenue
  Reported
Revenue
  % of Reported
Revenue
 
Solid waste collection $760,281  $(2,472) $757,809   69.9%
Solid waste disposal and transfer  377,998   (144,459)  233,539   21.5 
Solid waste recycling  32,138   (2,523)  29,615   2.7 
E&P waste treatment, recovery and disposal  33,673   (3,608)  30,065   2.8 
Intermodal and other  34,155   (261)  33,894   3.1 
Total $1,238,245  $(153,323) $1,084,922   100.0%

  Nine months ended September 30, 2017 
  Revenue  Intercompany
Revenue
  Reported
Revenue
  % of
Reported
Revenue
 
Solid waste collection $2,380,821  $(7,075) $2,373,746   68.3%
Solid waste disposal and transfer  1,189,965   (459,659)  730,306   21.0 
Solid waste recycling  131,445   (7,229)  124,216   3.6 
E&P waste treatment, recovery and disposal  147,662   (8,921)  138,741   4.0 
Intermodal and other  107,418   (1,114)  106,304   3.1 
Total $3,957,311  $(483,998) $3,473,313   100.0%

  Nine months ended September 30, 2016 
  Revenue  Intercompany
Revenue
  Reported
Revenue
  % of Reported
Revenue
 
Solid waste collection $1,619,827  $(5,571) $1,614,256   69.4%
Solid waste disposal and transfer  804,928   (307,308)  497,620   21.4 
Solid waste recycling  60,876   (4,554)  56,322   2.4 
E&P waste treatment, recovery and disposal  97,259   (9,228)  88,031   3.8 
Intermodal and other  71,401   (389)  71,012   3.0 
Total $2,654,291  $(327,050) $2,327,241   100.0%

11.12.DERIVATIVE FINANCIAL INSTRUMENTS

The Company recognizes all derivatives on the Condensed Consolidated Balance SheetSheets at fair value. All of the Company’s derivatives have been designated as cash flow hedges; therefore, the effective portion ofgain or loss on the changes in the fair value of derivatives will be recognized in accumulated other comprehensive income (loss) (“AOCIL”) untiland reclassified into earnings in the same period during which the hedged transaction affects earnings and is presented in the same income statement line item is recognized in earnings.  The ineffective portionas the earnings effect of the changes in the fair value of derivatives will be immediately recognized in earnings.hedged item.  The Company classifies cash inflows and outflows from derivatives within operating activities on the Condensed Consolidated Statements of Cash Flows.

26

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

One of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates of certain borrowings issued under itsthe Credit Agreement. The Company’s strategy to achieve that objective involves entering into interest rate swaps. The interest rate swaps outstanding at September 30, 20172023 were specifically designated to the Credit Agreement and accounted for as cash flow hedges.

At September 30, 2017, the Company’s derivative instruments included 14 interest rate swap agreements as follows: 

Date Entered Notional
Amount
  Fixed
Interest
Rate Paid*
  Variable
Interest Rate
Received
 Effective Date Expiration Date
April 2014 $100,000   1.800% 1-month LIBOR July 2014 July 2019
May 2014 $50,000   2.344% 1-month LIBOR October 2015 October 2020
May 2014 $25,000   2.326% 1-month LIBOR October 2015 October 2020
May 2014 $50,000   2.350% 1-month LIBOR October 2015 October 2020
May 2014 $50,000   2.350% 1-month LIBOR October 2015 October 2020
April 2016 $100,000   1.000% 1-month LIBOR February 2017 February 2020
June 2016 $75,000   0.850% 1-month LIBOR February 2017 February 2020
June 2016 $150,000   0.950% 1-month LIBOR January 2018 January 2021
June 2016 $150,000   0.950% 1-month LIBOR January 2018 January 2021
July 2016 $50,000   0.900% 1-month LIBOR January 2018 January 2021
July 2016 $50,000   0.890% 1-month LIBOR January 2018 January 2021
August 2017 $100,000   1.900% 1-month LIBOR July 2019 July 2022
August 2017 $200,000   2.200% 1-month LIBOR October 2020 October 2025
August 2017 $150,000   1.950% 1-month LIBOR February 2020 February 2023

* Plus applicable margin.

Another of the Company’s objectives for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the price of diesel fuel.  The Company’s strategy to achieve that objective involves periodically entering into fuel hedges that are specifically designated to certain forecasted diesel fuel purchases and accounted for as cash flow hedges. 

At September 30, 2017, the Company’s derivative instruments included four fuel hedge agreements as follows:   

Date Entered Notional
Amount
(in gallons
per month)
  Diesel
Rate
Paid
Fixed
(per
gallon)
  Diesel Rate Received
Variable
 Effective Date Expiration
Date
May 2015  300,000  $3.2800  DOE Diesel Fuel Index* January 2016 December 2017
May 2015  200,000  $3.2750  DOE Diesel Fuel Index* January 2016 December 2017
July 2016  500,000  $2.4988  DOE Diesel Fuel Index* January 2017 December 2017
July 2016  1,000,000  $2.6345  DOE Diesel Fuel Index* January 2018 December 2018

* If the national U.S. on-highway average price for a gallon of diesel fuel (“average price”), as published by the U.S. Department of Energy (“DOE”), exceeds the contract price per gallon, the Company receives the difference between the average price and the contract price (multiplied by the notional number of gallons) from the counterparty.  If the average price is less than the contract price per gallon, the Company pays the difference to the counterparty. 

27

20

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

At September 30, 2023, the Company’s derivative instruments included four interest rate swap agreements as follows:

    

    

Fixed

    

Variable

    

    

Notional

Interest

Interest Rate

Date Entered

Amount

Rate Paid (a)

Received

Effective Date (b)

Expiration Date

August 2017

$

200,000

 

2.1230

%  

1-month Term SOFR

 

November 2022

 

October 2025

June 2018

$

200,000

 

2.8480

%  

1-month Term SOFR

 

November 2022

 

October 2025

June 2018

$

200,000

 

2.8284

%  

1-month Term SOFR

 

November 2022

 

October 2025

December 2018

$

200,000

 

2.7715

%  

1-month Term SOFR

 

November 2022

 

July 2027

____________________

(a)Plus applicable margin.
(b)In October 2022, the Company amended the reference rate in all of its outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. The Company did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and the Company believes these amendments will not have a material impact on its Condensed Consolidated Financial Statements.

The fair values of derivative instruments designated as cash flow hedges as ofat September 30, 2017,2023, were as follows:

Derivatives Designated as Cash Asset Derivatives Liability Derivatives

Asset Derivatives

Liability Derivatives

Flow Hedges Balance Sheet Location Fair Value  Balance Sheet Location Fair Value 

    

Balance Sheet Location

    

Fair Value

    

Balance Sheet Location

    

Fair Value

Interest rate swaps Prepaid expenses and other current assets(a) $2,748  Accrued liabilities(a) $(1,857)

 

Prepaid expenses and other current assets(a)

$

21,166

 

Accrued liabilities

$

 Other assets, net  11,721  Other long-term liabilities  (1,616)
            
Fuel hedges Prepaid expenses and other current assets(b)  1,317  Accrued liabilities(b)  (729)
 Other assets, net  241     

 

Other assets, net

 

17,499

 

Total derivatives designated as cash flow hedges $16,027    $(4,202)

$

38,665

$

____________________

(a)Represents the estimated amount of the existing unrealized gains and losses, respectively, on interest rate swaps as ofat September 30, 20172023 (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.

(b)       Represents the estimated amount of the existing unrealized gains and losses, respectively, on fuel hedges as of September 30, 2017 (based on the forward DOE diesel fuel index 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 diesel fuel prices.

The fair values of derivative instruments designated as cash flow hedges as ofat December 31, 2016,2022, were as follows:

Derivatives Designated as Cash Asset Derivatives Liability Derivatives

Asset Derivatives

Liability Derivatives

Flow Hedges Balance Sheet Location Fair Value  Balance Sheet Location Fair Value 

    

Balance Sheet Location

    

Fair Value

    

Balance Sheet Location

    

Fair Value

Interest rate swaps Prepaid expenses and other current assets $127  Accrued liabilities $(3,260)

 

Prepaid expenses and other current assets

$

17,906

 

Accrued liabilities

$

 Other assets, net  13,822  Other long-term liabilities  (2,350)
        
Fuel hedges Prepaid expenses and other current assets  1,343  Accrued liabilities  (3,258)
 Other assets, net  1,651     

 

Other assets, net

 

13,901

 

 

Total derivatives designated as cash flow hedges $16,943    $(8,868)

$

31,807

$

The following table summarizes the impact of the Company’s cash flow hedges on the results of operations, comprehensive income (loss) and AOCIL for the three and nine months ended September 30, 20172023 and 2016: 2022:

Derivatives
Designated as Cash
Flow Hedges
 Amount of Gain or (Loss)
Recognized as AOCIL on
Derivatives,
Net of Tax (Effective Portion)(a)
  Statement of 
Net Income
Classification
 Amount of (Gain) or Loss
Reclassified from AOCIL into
Earnings, Net of Tax (Effective
Portion) (b),(c)
 
  Three Months Ended 
September 30,
    Three Months Ended 
September 30,
 
  2017  2016    2017  2016 
Interest rate swaps $(361) $2,598  Interest expense $376  $1,234 
Fuel hedges  1,680   630  Cost of operations  487   830 
Total $1,319  $3,228    $863  $2,064 

28

Derivatives

Statement of

Amount of (Gain) or Loss Reclassified

Designated as Cash

Amount of Gain or (Loss) Recognized

Net Income

from AOCIL into Earnings,

Flow Hedges

as AOCIL on Derivatives, Net of Tax (a)

Classification

Net of Tax (b)

Three Months Ended

Three Months Ended

September 30, 

September 30, 

    

2023

    

2022

    

    

2023

    

2022

Interest rate swaps

$

5,724

$

20,344

Interest expense

$

(3,885)

$

697

21

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Derivatives
Designated as Cash
Flow Hedges
 Amount of Gain or (Loss)
Recognized as AOCIL on
Derivatives,
Net of Tax (Effective Portion)(a)
  Statement of 
Net Income
Classification
 Amount of (Gain) or Loss
Reclassified from AOCIL into
Earnings, Net of Tax (Effective
Portion) (b),(c)
 
  Nine Months Ended 
September 30,
    Nine Months Ended 
September 30,
 
  2017  2016    2017  2016 
Interest rate swaps $224  $(3,896) Interest expense $1,729  $3,338 
Fuel hedges  (1,030)  841  Cost of operations  1,704   2,855 
Total $(806) $(3,055)   $3,433  $6,193 

Derivatives

Statement of

Amount of (Gain) or Loss Reclassified

Designated as Cash

Amount of Gain or (Loss) Recognized

Net Income

from AOCIL into Earnings,

Flow Hedges

    

as AOCIL on Derivatives, Net of Tax (a)

Classification

Net of Tax (b)

Nine Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2023

    

2022

    

    

2023

    

2022

Interest rate swaps

$

15,419

$

55,102

Interest expense

$

(10,378)

$

6,868

____________________

(a)In accordance with the derivatives and hedging guidance, the effective portions of the changes in fair values of interest rate swaps and fuel hedges have been recorded in equity as a component of AOCIL. As the critical terms of the interest rate swaps match the underlying debt being hedged, no ineffectiveness is recognized on these swaps and, therefore, all unrealized changes in fair value are recorded in AOCIL.  Because changes in the actual price of diesel fuel and changes in the DOE index price do not offset exactly each reporting period, the Company assesses whether the fuel hedges are highly effective using the cumulative dollar offset approach. 

(b)Amounts reclassified from AOCIL into earnings related to realized gains and losses on interest rate swaps are recognized when interest payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt.

(c)       Amounts reclassified from AOCIL into earnings related to realized gains and losses on the fuel hedges are recognized when settlement payments or receipts occur related to the hedge contracts, which correspond to when the underlying fuel is consumed. 

The Company measures and records ineffectiveness on the fuel hedges in Cost of operations in the Condensed Consolidated Statements of Net Income on a monthly basis based on the difference between the DOE index price and the actual price of diesel fuel purchased, multiplied by the notional number of gallons on the contracts.  There was no significant ineffectiveness recognized on the fuel hedges during the nine months ended September 30, 2017 and 2016. 

See Note 1516 for further discussion on the impact of the Company’s hedge accounting to its consolidated comprehensive income (loss) and AOCIL.

29

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

12.13.FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist primarily of cash and equivalents, trade receivables, restricted assets,cash and investments, trade payables, debt instruments, contingent consideration obligations and interest rate swaps and fuel hedges.swaps. As of September 30, 20172023 and December 31, 2016,2022, the carrying values of cash and equivalents, trade receivables, restricted assets,cash and investments, trade payables and contingent consideration are considered to be representative of their respective fair values. The carrying values of the Company’s debt instruments, excluding certain notes as listed in the table below, approximate their fair values as of September 30, 20172023 and December 31, 2016,2022, based on current borrowing rates, current remaining average life to maturity and borrower credit quality for similar types of borrowing arrangements, and are classified as Level 2 within the fair value hierarchy. The carrying values and fair values of the Company’s debt instruments where the carrying values do not approximate their fair values as of September 30, 20172023 and December 31, 2016,2022, are as follows:

  Carrying Value at  Fair Value* at 
  September 30,
2017
  December 31,
2016
  September 30,
2017
  December 31,
2016
 
4.00% Senior Notes due 2018 $50,000  $50,000  $50,488  $51,226 
5.25% Senior Notes due 2019 $175,000  $175,000  $185,104  $187,671 
4.64% Senior Notes due 2021 $100,000  $100,000  $106,588  $106,618 
2.39% Senior Notes due 2021 $150,000  $150,000  $148,477  $146,168 
3.09% Senior Notes due 2022 $125,000  $125,000  $126,260  $123,974 
2.75% Senior Notes due 2023 $200,000  $200,000  $197,272  $192,238 
3.24% Senior Notes due 2024 $150,000  $-  $151,070  $- 
3.41% Senior Notes due 2025 $375,000  $375,000  $379,859  $368,968 
3.03% Senior Notes due 2026 $400,000  $400,000  $392,815  $379,438 
3.49% Senior Notes due 2027 $250,000  $-  $252,396  $- 

Carrying Value at

Fair Value (a) at

September 30, 

December 31, 

September 30, 

December 31, 

    

2023

    

2022

    

2023

    

2022

4.25% Senior Notes due 2028

$

500,000

$

500,000

$

472,450

$

470,850

3.50% Senior Notes due 2029

$

500,000

$

500,000

$

453,600

$

457,650

2.60% Senior Notes due 2030

$

600,000

$

600,000

$

504,060

$

510,540

2.20% Senior Notes due 2032

$

650,000

$

650,000

$

500,045

$

514,540

3.20% Senior Notes due 2032

$

500,000

$

500,000

$

414,250

$

429,000

4.20% Senior Notes due 2033

$

750,000

$

750,000

$

668,475

$

699,450

3.05% Senior Notes due 2050

$

500,000

$

500,000

$

316,250

$

343,300

2.95% Senior Notes due 2052

$

850,000

$

850,000

$

516,035

$

561,425

____________________

(a)Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value inputs include third-party calculations of the market interest rate of notes with similar ratings in similar industries over the remaining note terms.

*Senior Notes are classified as Level 2 within the fair value hierarchy. Fair value is based on quotes of bonds with similar ratings in similar industries.

For details on the fair value of the Company’s interest rate swaps, fuel hedges, restricted assetscash and investments and contingent consideration, refer to Note 14. 15.

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WASTE CONNECTIONS, INC.

13.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

14.NET INCOME PER SHARE INFORMATION

The following table sets forth the calculation of the numerator and denominator used in the computation of basic and diluted net income per common share attributable to the Company’s shareholders for the three and nine months ended September 30, 20172023 and 2016: 2022:

 Three months ended
September 30,
  Nine months ended
September 30,
 
 2017  2016  2017  2016 

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

    

Numerator:                

Net income attributable to Waste Connections for basic and diluted earnings per share $123,227  $88,617  $261,732  $160,948 

$

229,026

$

236,912

$

636,047

$

641,310

                
Denominator:                

 

 

 

 

Basic shares outstanding  263,443,064   263,005,450   263,298,839   219,321,828 

257,633,703

257,197,010

257,535,408

257,438,756

Dilutive effect of equity-based awards  856,408   644,688   810,544   742,842 

595,701

694,625

575,076

621,995

Diluted shares outstanding  264,299,472   263,650,138   264,109,383   220,064,670 

 

258,229,404

 

257,891,635

 

258,110,484

 

258,060,751

                

30

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

14.15.FAIR VALUE MEASUREMENTS

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis in periods subsequent to their initial measurement. These tiers include:  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.

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments and restricted assets.  Thecash and investments. At September 30, 2023 and December 31, 2022, the Company’s derivative instruments areincluded pay-fixed, receive-variable interest rate swaps and pay-fixed, receive-variable diesel fuel hedges.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. The Company verifies the reasonableness of these quotes using similar quotes from another financial institution as of each date for which financial statements are prepared. The Company uses a discounted cash flow (“DCF”) model to determine the estimated fair value of the diesel fuel hedges.  The assumptions used in preparing the DCF model include:  (i) estimates for the forward DOE index curve; and (ii) the discount rate based on risk-free interest rates over the term of the hedge contracts.  The DOE index curve used in the DCF model was obtained from financial institutions that trade these contracts and ranged from $2.71 to $2.80 at September 30, 2017 and from $2.61 to $2.78 at December 31, 2016. The weighted average DOE index curve used in the DCF model was $2.74 and $2.75 at September 30, 2017 and December 31, 2016, respectively. Significant increases (decreases) in the forward DOE index curve would result in a significantly higher (lower) fair value measurement. For the Company’s interest rate swaps, and fuel hedges, the Company also considers the Company’s creditworthiness in its determination of the fair value measurement of these instruments in a net liability position and the counterparties’ creditworthiness in its determination of the fair value measurement of these instruments in a net asset position. The Company’s restricted cash is valued at quoted market prices in active markets for identical assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted cash measured at fair value is invested primarily in money market accounts, bank time deposits and U.S. government and agency securities. The Company’s restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf. The Company’s restricted assetsinvestments measured at fair value are invested primarily in money market accounts, bank time deposits, U.S. government and agency securities and Canadian bankers’ acceptance notes.

23

Table of Contents

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 20172023 and December 31, 2016,2022, were as follows:

 Fair Value Measurement at September 30, 2017 Using 
 Total  Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Fair Value Measurement at September 30, 2023 Using

    

    

Quoted Prices in

    

Significant

    

Active Markets

Other

Significant

for Identical

Observable

Unobservable

Assets

Inputs

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Interest rate swap derivative instruments – net asset position $10,996  $-  $10,996  $- 

$

38,665

$

$

38,665

$

Fuel hedge derivative instruments – net asset position $829  $-  $-  $829 
Restricted assets $57,760  $-  $57,760  $- 

Restricted cash

$

102,844

$

102,844

$

$

Restricted investments

$

75,618

$

$

75,618

$

Contingent consideration $(44,955) $-  $-  $(44,955)

$

(122,008)

$

$

$

(122,008)

31

Fair Value Measurement at December 31, 2022 Using

    

    

Quoted Prices in

    

Significant

    

Active Markets

Other

Significant

for Identical

Observable

Unobservable

Assets

Inputs

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Interest rate swap derivative instruments – net asset position

$

31,807

$

$

31,807

$

Restricted cash

$

102,727

$

102,727

$

$

Restricted investments

$

66,402

$

$

66,402

$

Contingent consideration

$

(81,415)

$

$

$

(81,415)

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

  Fair Value Measurement at December 31, 2016 Using 
  Total  Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 
Interest rate swap derivative instruments – net asset position $8,339  $-  $8,339  $- 
Fuel hedge derivative instrument – net liability position $(264) $-  $-  $(264)
Restricted assets $57,166  $-  $57,166  $- 
Contingent consideration $(51,826) $-  $-  $(51,826)

The following table summarizes the changes in the fair value for Level 3 derivatives for the nine months ended September 30, 2017 and 2016:

  Nine Months Ended September 30, 
  2017  2016 
Beginning balance $(264) $(9,900)
Realized losses included in earnings  2,765   4,616 
Unrealized gains (losses) included in AOCIL  (1,672)  1,343 
Ending balance $829  $(3,941)

The following table summarizes the changes in the fair value for Level 3 liabilities related to contingent consideration for the nine months ended September 30, 20172023 and 2016: 2022:

 Nine Months Ended September 30, 
 2017  2016 

Nine Months Ended September 30, 

    

2023

    

2022

    

Beginning balance $51,826  $49,394 

$

81,415

$

94,308

Contingent consideration recorded at acquisition date  35   16,247 

 

13,350

 

6,543

Payment of contingent consideration recorded at acquisition date  (5,840)  (12,105)

 

(4,255)

 

(12,114)

Payment of contingent consideration recorded in earnings  -   (413)

 

 

(2,982)

Adjustments to contingent consideration  17,754   (2,563)

30,367

 

(1,030)

Reclass earned contingent consideration to accrued liabilities  (20,464)  - 
Interest accretion expense  1,381   1,129 

 

1,131

 

1,073

Foreign currency translation adjustment  263   - 

 

 

(35)

Ending balance $44,955  $51,689 

$

122,008

$

85,763

32

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

15.16.OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) includes changes in the fair value of interest rate swaps and fuel hedges that qualify for hedge accounting. The components of other comprehensive income (loss) and related tax effects for the three and nine month periodsmonths ended September 30, 20172023 and 20162022 are as follows:

  Three months ended September 30, 2017 
  Gross  Tax effect  Net of tax 
Interest rate swap amounts reclassified into interest expense $511  $(135) $376 
Fuel hedge amounts reclassified into cost of operations  789   (302)  487 
Changes in fair value of interest rate swaps  2,181   (2,542)  (361)
Changes in fair value of fuel hedges  2,717   (1,037)  1,680 
Foreign currency translation adjustment  84,500   -   84,500 
  $90,698  $(4,016) $86,682 
             
  Three months ended September 30, 2016 
  Gross  Tax effect  Net of tax 
Interest rate swap amounts reclassified into interest expense $1,678  $(444) $1,234 
Fuel hedge amounts reclassified into cost of operations  1,342   (512)  830 
Changes in fair value of interest rate swaps  3,535   (937)  2,598 
Changes in fair value of fuel hedges  1,019   (389)  630 
Foreign currency translation adjustment  (16,642)  -   (16,642)
  $(9,068) $(2,282) $(11,350)
             
  Nine months ended September 30, 2017 
  Gross  Tax effect  Net of tax 
Interest rate swap amounts reclassified into interest expense $2,352  $(623) $1,729 
Fuel hedge amounts reclassified into cost of operations  2,765   (1,061)  1,704 
Changes in fair value of interest rate swaps  305   (81)  224 
Changes in fair value of fuel hedges  (1,672)  642   (1,030)
Foreign currency translation adjustment  155,153   -   155,153 
  $158,903  $(1,123) $157,780 
             

33

    

Three Months Ended September 30, 2023

    

Gross

    

Tax Effect

    

Net of Tax

Interest rate swap amounts reclassified into interest expense

$

(5,286)

$

1,401

$

(3,885)

Changes in fair value of interest rate swaps

 

7,788

(2,064)

 

5,724

Foreign currency translation adjustment

 

(50,020)

 

 

(50,020)

$

(47,518)

$

(663)

$

(48,181)

24

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

 Nine months ended September 30, 2016 
 Gross  Tax effect  Net of tax 

    

Three Months Ended September 30, 2022

    

Gross

    

Tax Effect

    

Net of Tax

Interest rate swap amounts reclassified into interest expense $5,081  $(1,743) $3,338 

$

948

$

(251)

$

697

Fuel hedge amounts reclassified into cost of operations  4,616   (1,761)  2,855 
Changes in fair value of interest rate swaps  (6,980)  3,084   (3,896)

 

27,679

 

(7,335)

 

20,344

Changes in fair value of fuel hedges  1,343   (502)  841 
Foreign currency translation adjustment  (3,991)  -   (3,991)

 

(145,955)

 

 

(145,955)

 $69  $(922) $(853)

$

(117,328)

$

(7,586)

$

(124,914)

    

Nine Months Ended September 30, 2023

    

Gross

    

Tax Effect

    

Net of Tax

Interest rate swap amounts reclassified into interest expense

$

(14,120)

$

3,742

$

(10,378)

Changes in fair value of interest rate swaps

 

20,979

 

(5,560)

 

15,419

Foreign currency translation adjustment

 

2,527

 

 

2,527

$

9,386

$

(1,818)

$

7,568

Nine Months Ended September 30, 2022

    

Gross

    

Tax Effect

    

Net of Tax

Interest rate swap amounts reclassified into interest expense

$

9,344

$

(2,476)

$

6,868

Changes in fair value of interest rate swaps

 

74,969

 

(19,867)

 

55,102

Foreign currency translation adjustment

 

(185,030)

 

 

(185,030)

$

(100,717)

$

(22,343)

$

(123,060)

A rollforward of the amounts included in AOCIL, net of taxes, for the nine months ended September 30, 20172023 and 2016,2022, is as follows:

 Fuel Hedges  Interest Rate
Swaps
  Foreign
Currency
Translation
Adjustment
  Accumulated
Other
Comprehensive
Income (Loss)
 
Balance at December 31, 2016 $(164) $8,094  $(50,931) $(43,001)

    

    

Foreign

    

Accumulated

Currency

Other

Interest

Translation

Comprehensive

Rate Swaps

Adjustment

Income (Loss)

Balance at December 31, 2022

$

23,378

$

(80,208)

$

(56,830)

Amounts reclassified into earnings  1,704   1,729   -   3,433 

(10,378)

(10,378)

Changes in fair value  (1,030)  224   -   (806)

15,419

15,419

Foreign currency translation adjustment  -   -   155,153   155,153 

2,527

2,527

Balance at September 30, 2017 $510  $10,047  $104,222  $114,779 
                
 Fuel Hedges  Interest Rate
Swaps
  Foreign
Currency
Translation
Adjustment
  Accumulated
Other
Comprehensive
Income (Loss)
 
Balance at December 31, 2015 $(6,134) $(6,037) $-  $(12,171)
Amounts reclassified into earnings  2,855   3,338   -   6,193 
Changes in fair value  841   (3,896)  -   (3,055)
Foreign currency translation adjustment  -   -   (3,991)  (3,991)
Balance at September 30, 2016 $(2,438) $(6,595) $(3,991) $(13,024)

Balance at September 30, 2023

$

28,419

$

(77,681)

$

(49,262)

    

    

Foreign

    

Accumulated

Currency

Other

Interest

Translation

Comprehensive

Rate Swaps

Adjustment

Income (Loss)

Balance at December 31, 2021

$

(37,544)

$

77,128

$

39,584

Amounts reclassified into earnings

 

6,868

 

 

6,868

Changes in fair value

 

55,102

 

 

55,102

Foreign currency translation adjustment

 

 

(185,030)

 

(185,030)

Balance at September 30, 2022

$

24,426

$

(107,902)

$

(83,476)

See Note 1112 for further discussion on the Company’s derivative instruments.

34

25

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

17.SHAREHOLDERS’ EQUITY

16.SHAREHOLDERS' EQUITY

Share split

On April 26, 2017, the Company announced that its Board of Directors approved a split of its common shares on a three-for-two basis, which was approved by its shareholders at the Company’s Annual and Special Meeting of Shareholders of Waste Connections on May 23, 2017. Shareholders of record on June 7, 2017 received from the Company’s transfer agent on June 16, 2017, one additional common share for every two common shares held. All share and per share amounts for all periods presented have been retroactively adjusted to reflect the share split.

Share-Based Compensation

Restricted Share Units – New Waste Connections

A summary of activity related to restricted share units (“RSUs”) during the nine-month period ended September 30, 2017,2023, is presented below:

Unvested
Shares

Unvested Shares

Outstanding at December 31, 20162022

1,252,291

955,999

Granted

413,179

414,309

Forfeited

(45,409)

(45,090)

Vested and issued

(542,403)

(370,766)

Vested and deferred(37,482)

Outstanding at September 30, 20172023

1,040,176

954,452

The weighted average grant-date fair value per share for the common shares underlying the RSUs granted during the nine-month period ended September 30, 20172023 was $57.02. 

$133.65.

Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, unless a qualified participant makes certain other elections, the Company issues to recipients who deferred their RSUs common shares of the Company underlying the deferred RSUs. At September 30, 20172023 and 2016,2022, the Company had 352,21462,059 and 366,33781,352 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Share Units – New Waste Connections

A summary of activity related to performance-based restricted share units (“PSUs”) during the nine-month period ended September 30, 2017,2023, is presented below:

Unvested
Shares

Unvested Shares

Outstanding at December 31, 20162022

427,144

341,850

Granted

210,103

113,347

Vested and issued

(122,786)

(195,665)

Outstanding at September 30, 20172023

514,461

259,532

35

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

During the nine months ended September 30, 2017,2023, 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, 2019. During the same period, the Compensation Committee also granted PSUs with a one-year performance-based metric that the Company must meet before those awards may be earned, with the awards then subject to time-based vesting for the remaining three years of their four-year vesting period.2025. The Compensation Committee will determine the achievement of performance results and corresponding vesting of PSUs for each performance period. The weighted average grant-date fair value per share for the common shares underlying all PSUs granted during the nine-month period ended September 30, 20172023 was $57.47. $133.83.

26

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Deferred Share Units – New Waste Connections and Progressive Waste Plans

A summary of activity related to deferred share units (“DSUs”) during the nine-month period ended September 30, 2017,2023, is presented below:

Vested Shares

Vested Shares

Outstanding at December 31, 20162022

68,942

26,536

Granted

4,725

3,945

Share settled(35,416)
Cash settled(25,113)

Outstanding at September 30, 20172023

13,138

30,481

The DSUs consist of a combination of DSU grants outstanding under the Progressive Waste share-based compensation plans that were continued by the Company following the Progressive Waste acquisition and DSUs granted by the Company since the Progressive Waste acquisition. The weighted average grant-date fair value per share for the common shares underlying the DSUs granted during the nine-month period ended September 30, 2023 was $136.47.

Other Restricted Share Units - Progressive Waste Plans

TheRSU 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 of restricted share units (“RSUs”).vesting. A summary of activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2017,2023, is presented below:

Outstanding at December 31, 20162022

269,206

57,829

Cash settled

(79,744)

(5,803)

Outstanding at September 30, 20172023

189,462

52,026

A summary of vesting activity related to Progressive Waste RSUs during the nine-month period ended September 30, 2017, is presented below:

Vested at December 31, 2016222,517
Vested over remaining service period19,338
Cash settled(79,744)
Vested at September 30, 2017162,111

No RSUs under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.  All remaining RSUs were vested as of March 31, 2019.

36

Share-Based Options

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Performance-Based Restricted Share Units - Progressive Waste Plans

The Progressive Waste share-based compensation plans were continued by the Company following the Progressive Waste acquisition and allow for cash settlement only to employees upon vesting of performance-based restricted share units (“PSUs”) based on achieving target results. A summary of activity related to Progressive Waste PSUs during the nine-month period ended September 30, 2017, is presented below: 

Outstanding at December 31, 201692,957
Cash settled, net of notional dividend(37,437)
Outstanding at September 30, 201755,520

A summary of vesting activity related to Progressive Waste PSUs during the nine-month period ended September 30, 2017, is presented below:

Vested at December 31, 201635,727
Vested over remaining service period8,322
Cash settled, net of notional dividend(37,437)
Vested at September 30, 20176,612

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

Share Based Options – Progressive Waste Plans

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 of share based options.vesting. A summary of activity related to Progressive Waste share basedshare-based options during the nine-month period ended September 30, 2017,2023, is presented below:

Outstanding at December 31, 20162022

672,996

43,570

Share

Cash settled

(33,792)

(7,787)

Cash settled(322,785)
Forfeited(9,662)

Outstanding at September 30, 20172023

306,757

35,783

A summary of vesting activity related toNo share-based options under the Progressive Waste share basedshare-based compensation plans were granted subsequent to June 1, 2016. All outstanding share-based options duringwere vested as of December 31, 2017.

Employee Share Purchase Plan

On May 15, 2020, the nine-month period ended September 30, 2017, is presented below:Company’s shareholders approved the 2020 Employee Share Purchase Plan (the “ESPP”). Under the ESPP, qualified employees may elect to have payroll deductions withheld from their eligible compensation on

Vested at December 31, 2016601,395
Vested over remaining service period71,601
Share settled(33,792)
Cash settled(322,785)
Forfeited(9,662)
Vested at September 30, 2017306,757

37

27

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

No share based optionseach payroll date in amounts equal to or greater than one percent (1%) but not in excess of ten percent (10%) of eligible compensation in order to purchase the Company’s common shares under certain terms and subject to certain restrictions set forth in the ESPP. The exercise price is equal to 95% of the closing price of the Company’s common shares on the last day of the relevant offering period, provided, however, that such exercise price will not be less than 85% of the volume weighted average price of the Company’s common shares as reflected on the Toronto Stock Exchange (the “TSX”) over the final five trading days of such offering period. The maximum number of shares that may be issued under the Progressive Waste share-based compensation plans were granted subsequent to June 1, 2016.ESPP is 1,000,000.  Under the ESPP, employees purchased 29,808 of the Company’s common shares for $3,908 during the nine months ended September 30, 2023.  Under the ESPP, employees purchased 26,582 of the Company’s common shares for $3,271 during the nine months ended September 30, 2022.

Normal Course Issuer Bid

On July 24, 2017,25, 2023, the Board of Directors of the Company approved, subject to receipt of regulatory approvals, the annual renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase up to 13,181,80612,881,534 of the Company’s common shares during the period of August 8, 201710, 2023 to August 7, 20189, 2024 or until such earlier time as the NCIB is completed or terminated at the option of the Company. The renewal followed on the conclusion of the Company’s original NCIB that expired August 7, 2017 under which no shares were repurchased.9, 2023. The Company received TSX approval for its annual renewal of the NCIB on August 2, 2017.8, 2023.  Under the NCIB, the Company may make share repurchases only in the open market, including on the NYSE,New York Stock Exchange (the “NYSE”), the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction.

In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems would beis limited to a maximum of 80,28763,103 common shares, which represents 25% of the average daily trading volume on the TSX of 321,151252,412 common shares for the period from February 1, 20172023 to July 31, 2017.2023. The TSX rules also allow the Company to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit. The maximum number of shares that can be purchased per day on the NYSE will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases.

The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including the Company’s capital structure, the market price of the common shares and overall market conditions. All common shares purchased under the NCIB shall be immediately cancelled following their repurchase.

For the nine months ended September 30, 2017,2023, the Company did not repurchase any common shares pursuant to the NCIB.NCIB in effect during that period.  For the nine months ended September 30, 2016,2022, the Company did not repurchase anyrepurchased 3,388,155 common shares pursuant to the NCIB nor did Old Waste Connectionsin effect during that period at an aggregate cost of $424,999.  As of September 30, 2023, the remaining maximum number of shares available for repurchase shares of its common stock pursuant to its share repurchase program.under the current NCIB was 12,881,534.

Cash Dividend

In October 2016,November 2022, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.023,$0.025, from $0.097$0.23 to $0.12$0.255 per Company common share. Dividend amounts reflect the post-split basis of the three-for-two share split completed in June 2017. Cash dividends of $95,201$196,815 and $61,001$177,710 were paid during the nine months ended September 30, 20172023 and 2016,2022, respectively.

17.18.COMMITMENTS AND CONTINGENCIES

In the normal course of its business and as a result of the extensive governmental regulation of the solid waste and E&P waste industries, the Company is subject to various judicial and administrative proceedings involving Canadian regulatory authorities as well as U.S. federal, state and local agencies. In these proceedings, an agency may subpoena the

28

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Company for records, or seek to impose fines on the Company or to revoke or deny renewal of an authorization held by the Company, including an operating permit. From time to time, the Company may also be subject to actions brought by special interest or other groups, adjacent landowners or residents in connection with the permitting and licensing of landfills, transfer stations, and E&P waste treatment, recovery and disposal operations, or alleging environmental damage or violations of the permits and licenses pursuant to which the Company operates.

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

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 managementCompany’s business. Except as noted in the matters described below, as of September 30, 2017,2023, there is no current proceeding or litigation involving the Company or its property that the Company believes could have a material adverse impacteffect on its business, financial condition, results of operations or cash flows.

Jefferson Parish, Louisiana Landfill Litigation

38

Between June 2016 and December 31, 2020, one of the Company’s subsidiaries, Louisiana Regional Landfill Company (“LRLC”), conducted certain operations at a municipal solid waste landfill known as the Jefferson Parish Landfill (the “JP Landfill”), located in Avondale, Louisiana, near the City of New Orleans. LRLC’s operations were governed by an Operating Agreement entered into in May 2012 by LRLC under its previous name, IESI LA Landfill Corporation, and the owner of the JP Landfill, Jefferson Parish (the “Parish”).  The Parish also holds the State of Louisiana permit for the operation of the JP Landfill. Aptim Corporation, and later River Birch, LLC, operated the landfill gas collection system at the JP Landfill under a separate contract with the Parish.

In July and August 2018, four separate lawsuits seeking class action status were filed against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation in Louisiana state court, and subsequently removed to the United States District Court for the Eastern District of Louisiana, before Judge Susie Morgan in New Orleans. The Court later consolidated the claims of the putative class action plaintiffs. Beginning in December 2018, a series of 11 substantively identical mass actions were filed in Louisiana state court against LRLC and certain other Company subsidiaries, the Parish, and Aptim Corporation. The claims of the mass action plaintiffs were removed to and consolidated in federal court in the Eastern District of Louisiana, also before Judge Susie Morgan (the “Addison” action).

The putative class actions and the Addison action assert claims for damages from odors allegedly emanating from the JP Landfill. The consolidated putative class action complaint alleges that the JP Landfill released “noxious odors” into the plaintiffs’ properties and the surrounding community and asserts a range of liability theories—nuisance, negligence (since dismissed), and strict liability—against all defendants. The putative class is described as all residents of Jefferson Parish who have sustained legally cognizable damages as a result of odors from the JP Landfill, but the complaint proposes to revise the geographic definition based on further evidence. The putative class plaintiffs seek unspecified damages for nuisance. The Addison plaintiffs assert causes of action for nuisance, negligence, and (with respect to the Parish) unconstitutional takings under the Louisiana Constitution; on behalf of two plaintiffs, the Addison complaint also asserts causes of action for wrongful death and survivorship.

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

On November 29, 2022, the Court issued a 45-page decision on the general causation trial. The Court concluded that all putative class and mass action plaintiffs established general causation—specifically that emissions and gases from the JP Landfill were capable of causing certain damages alleged by the plaintiffs. The Court 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

29

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

damages, to between July 2017 and December 2019, and the types of alleged injuries for which the plaintiffs are able to seek damages, to headaches, nausea, vomiting, loss of appetite, sleep disruption, dizziness, fatigue, anxiety and worry, a decrease in quality of life, and loss of enjoyment or use of property. The Addisonplaintiffs’ claims of diminution of property value were put on a separate track from these damages and not addressed.

Lower Duwamish Waterway Superfund Site Allocation Process

The Company’s subsidiary, Northwest Container Services, Inc. (“NWCS”), has been named byAfter the U.S. Environmental Protection Agency, Region 10 (the “EPA”)general causation decision, the Court entered a case management order on April 17, 2023 that scheduled a trial of a subset of 8-13 Addison plaintiffs’ cases on the merits, prior to class certification being determined as a potentially responsible party (“PRP”), along with more than 100 others, under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or the “Superfund” law) with respect to the Lower Duwamish Waterway Superfund Site (the “LDW Site”).  Listed onputative class case. The Company objected to and opposed that sequence by motion, which the National Priorities List in 2001, the LDW Site is a five-mile stretch of the Duwamish River flowing into Elliott Bay in Seattle, Washington.  A group of PRPs known as the Lower Duwamish Working Group (“LDWG”) and consisting of the City of Seattle, King County, the Port of Seattle, and Boeing Company conducted a Remedial Investigation/Feasibility Study for the LDW Site.  On December 2, 2014, the EPA issued its Record of Decision (the “ROD”) describing the selected clean-up remedy, and therein estimated that clean-up costs (in present value dollars as of November 2014) should total about $342,000. However, it is possible that additional costs could be incurred based upon various factors. The EPA estimates that it will take seven years to implement the clean-up. The ROD also requires ten years of monitoring following the clean-up, and provides that if clean-up goals have not been met by the end of this period, then additional clean-up activities, at additional cost, may be required at that time.  Implementation of the clean-up will not begin until after the ongoing Early Action Area (“EAA”) clean-ups have been completed.  Typically, costs for monitoring may be in addition to those expended for the clean-up. While three of the EAA clean-ups have been completed to date, some work remains to be done on three other EAAs. Implementation of the clean-up also must await additional baseline sampling throughout the LDW Site and the preparation of a remedial design for performing the clean-up.

Court denied.

On April 27, 2016,17, 2023, the LDWG entered into a third amendment of its Administrative Order on Consent with the EPA (the “AOC 3”) in which it agreed to perform the additional baseline sediment sampling and certain technical studies needed to prepare the actual remedial design. On November 9, 2016, the EPACompany and the Washington State Departmentother Defendants filed a petition for a writ of Ecology (“Ecology”) conductedmandamus from the Fifth Circuit Court of Appeals challenging the April 17 case management order’s sequencing of a public stakeholder meeting regardingmerits trial before class certification. The Fifth Circuit granted the LDW Site. DuringCompany’s motion to stay proceedings in the public stakeholder meeting,Addison action pending its decision on the EPA provided an overviewpetition. After oral argument, on August 24, 2023 the Fifth Circuit denied the Company’s petition for a writ of mandamus. Defendants filed a motion for rehearing en banc on September 7, 2023, which was denied on September 19, 2023.

Following the Fifth Circuit’s decision, the District Court and the parties have discussed case management orders for both cases. The Court has ordered the following key deadlines: (i) the Parties will complete briefing of class certification by June 26, 2024; and (ii) the Parties will commence a three-week merits trial on the first 13 Addison Plaintiffs on August 5, 2024.

The Company has already obtained dismissal of approximately one third of the AOC 3 pre-remedial design workoriginal Addison plaintiffs, the number of which now totals 544, and believes it has strong defenses to the progressmerits of the on-going work on the EAA cleanups. At the meeting, both the EPA and Ecology estimated that the pre-design studies being performed pursuantAddison action, including specific causation issues due to the AOC 3 would not be completed until the end of 2019. The EPA and Ecology did not revise that estimate at the EPA stakeholder meeting on June 14, 2017. 

In August 2014, NWCS entered into an Alternative Dispute Resolution Memorandum of Agreement with several dozen other PRPs and a neutral allocator to conduct a confidential and non-binding allocation of certain past response costs allegedly incurred at the LDW Site as well as the anticipated future response costs associated with the clean-up.  The allocation process is designed to develop evidence relating to each PRP’s nexus, if any, to the LDW Site (regardless of whether that PRP is participatingodor sources in the allocation process), andarea. The Company also believes it has strong defenses to determine each PRP’s sharecertification of the past and future response costs.  The goal of the allocation process is to reach agreement on a division of responsibility between and amongst the PRPs so that the PRPs then will be in a position to negotiate a global settlement with the EPA. 

On August 16, 2016, the EPA sent individual letters to each of the PRPs for the LDW Site, including NWCS, stating that it expects to initiate negotiations with all PRPs in early 2018 relating to a Remedial Design/Remedial Action (“RD/RA”) Consent Decree. An RD/RA Consent Decree provides for the cleanup of the entire site and is often referred to as a “global settlement.” In the letter the EPA explained this schedule, noting that it expected the pre-remedial design work under the AOC 3 to be completed by the beginning of 2018, and also that it understood that several PRPs are participating in a neutral allocation, which the EPA was hopeful would be completed by early 2018. The EPA encouraged the PRPs to complete the allocation on a schedule consistent with the EPA’s intended negotiation schedule, adding that it expects to initiate the RD/RA negotiations on schedule regardless of the status of the allocation. The pre-remedial design work under the AOC 3 is now not expected to conclude until the end of 2019, and in March 2017, the PRPs provided the EPA with notice that the allocation is not scheduled to conclude until mid-2019. In June 2017, attorneys for the EPA informed attorneys for several PRPs that it now expects to begin RD/RA negotiations in the late summer or early fall of 2018.putative class actions. The Company cannot provide assurance that the EPA’s schedule can be met or will be adjusted. NWCS is defendingcontinuing to vigorously defend itself vigorously in these lawsuits; however, at this confidential allocation process.  At this point,time, the Company is not able to determine the likelihood of any outcome regarding the underlying claims, including the allocation process being completed as intended by the participating PRPs, its specific allocation, or the likelihood of the parties then negotiating a global settlement with the EPA. Thus, NWCS cannot reasonably determine the likelihood of any outcome in this matter, including its potential liability.

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WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

Under CERCLA, certain Federal, State and Indian Tribe officials are designated as natural resource trustees and have responsibility for ensuring the restoration of injured natural resources.  On February 11, 2016, NWCS received a letter (the “Letter”) from the United States Department of Commerce, National Oceanic and Atmospheric Administration (“NOAA”), describing certain investigatory activities conducted by the Elliott Bay Trustee Council (the “Council”).  The Council consists of all of the natural resources trustees for the LDW Site as well as two nearby Superfund sites, the Harbor Island site and the Lockheed West site.  The members of the Council include the United States, on behalf of the U.S. National Oceanic and Atmospheric Administration and the U.S. Department of the Interior, the Washington State Department of Ecology, and the Suquamish and Muckleshoot Indian Tribes (together, the “Trustees”).  The Letter appears to allege that NWCS may be a potentially liable party that allegedly contributed to the release of hazardous substances that have injured natural resources at the LDW Site.  Damages to natural resources are in addition to clean-up costs. The Letter, versions of which NWCS believes were sent to all or a group of the PRPs for the LDW Site, also notified its recipients of their opportunity to participate in the Trustees’ development of an Assessment Plan and the performance of a Natural Resources Damages Assessment (“NRDA”) in accordance with the Assessment Plan for both the LDW Site and the east and west waterways of the Harbor Island site.  NWCS timely responded with correspondence to the NOAA Office of General Counsel, dated March 9, 2016, in which it declined the invitation at that time.  NWCS does not know how other PRPs responded to the Letter, and has not received any further communication from NOAA or the Trustees.  The Trustees have not responded to NWCS’ letter and NWCS is not aware of any further action by the Trustees with respect to the Assessment Plan and NRDA. At this point,liability among the Company, is not able to determine the likelihood or amount of an assessment of natural resource damages against NWCS in connection with this matter.Parish, and Aptim Corporation.

Some work is being done with respect to natural resource damages (“NRD”) at the LDW Site. On September 22, 2016, a proposed consent decree settlement was announced between the City of Seattle (the “City”) and NOAA and the other natural resource trustees for the LDW Site. The proposed NRD settlement that the City has entered into at the LDW Site, if approved, will generally provide that the City will fund the development of restoration projects by purchasing restoration credits from Bluefield Holdings, a company that develops such projects. At this time, NWCS has not been approached by either the Council or the trustees for the LDW Site regarding participation in any similar NRD settlements. In December 2016, the Lower Duwamish Fishers Study Data Report was released, which was the first step towards developing institutional controls specific to resident fish and shellfish consumption in the area.

Los Angeles County, California Landfill Expansion Litigation

A.Chiquita Canyon, LLC Lawsuit Against Los Angeles County

In October 2004, the Company’s subsidiary, Chiquita Canyon, LLC (“CCL”), then under prior ownership, filed an application (the “Application”) with the County of Los Angeles (the “County”) Department of Regional Planning (the “Department”(“DRP”) for a conditional use permit (“CUP”(the “CUP”) to authorize the continued operation and expansion of the Chiquita Canyon Landfill (the “Landfill”“CC Landfill”). The CC Landfill has operated since 1972, and as a regional landfill, accepted approximately three2.6 million tons of materials for disposal and beneficial use in 2016.2022.  The Application requested expansion of the existing waste footprint on CCL’s contiguous property, an increase in maximum elevation, creation of a new entrance and new support facilities, construction of a facility for the County or another third-party operator to host household hazardous waste collection events, designation of an area for mixed organics/composting, and other modifications.

Over the ensuing 12 and-a-halfAfter many years the County conducted a lengthy Permittingof reviews and Environmental Impact Review (the “Review”) of the Application, which Review was funded by the Company at substantial expense as required by the County. The County released a draft Environmental Impact Report in 2014, and subsequently revised and recirculated several chapters of that report in 2016.

Upondelays, upon the recommendation of County staff, and over CCL’s objections, the County’s Regional Planning Commission (the “Commission”) approved CCL’sthe Application on April 19, 2017, but withimposed operating conditions, fees and exactions that substantially reducereduced the historical landfill operations and representrepresented a dramaticlarge increase in per-tonaggregate taxes and other fees, and include currently unquantifiable future costs thatfees. CCL would be forcedobjected to expend at the County’s direction and discretion.

CCL appealed the Commission’s decision to the County Board of Supervisors. Four separate appeals were also filed by opponents of the Landfill expansion project. The Board of Supervisors conducted a public hearing on all of the appeals on June 27, 2017. At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP. The revised conditions approved by the Board of Supervisors do provide some modest relief on the original taxes and fees and the limits on materials that may be received at the Landfill on a daily, monthly, and annual basis. However, the CUP, as revised, also includes many of the Commission’s objectionable conditions and imposes additional requirements beyond those that were requiredimposed by the Commission, and still includes numerous operational restrictions and taxes and fees that will likely makeCommission.  Current estimates for new costs imposed on CCL under the continued operationCUP are in excess of the Landfill less profitable for the Company.$300,000.

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Table of Contents

WASTE CONNECTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE, PER TON AND PER GALLON AMOUNTS)

CCL appealed the Commission’s decision to the County Board of Supervisors, but the appeal was not successful.  At a subsequent hearing, on July 25, 2017, the Board of Supervisors approved the CUP.  On October 20, 2017, CCL filed in the Superior Court of California, County of Los Angeles County a verified petition for writ of mandate and complaint against the County and the County Board of Supervisors captionedChiquita Canyon, LLC vs.v. County of Los Angeles; Los Angeles, County Board of Supervisors challenging many unlawfulNo. BS171262 (Los Angeles Co. Super Ct.) (the “Complaint”).  The Complaint challenges the terms of the CUP. CCL’s petitionCUP in 13 counts generally alleging that the County violated multiple California and complaintfederal statutes and California and federal constitutional protections. CCL seeks the following relief: (a) an injunction and writ of mandate against certain of the CUP’s operational restrictions, taxes and fees, (b) a declaration that the challenged conditions are unconstitutional and in violation of state and federal statutes, (c) reimbursement for any such illegal fees paid under protest, (d) damages, and (e) attorney fees. The petition and complaint details the exemplary 40-plus year operating historyan award of the Landfill, and the many unreasonable and unlawful conditions being forced upon CCL pursuant to the CUP, which harm both CCL and its many customers and others who depend on economical waste management optionsjust compensation for Southern California. The petition and complaint estimates that the CUP’s newa taking, (f) attorney fees, and (g) all other new taxesappropriate legal and equitable relief.

Following extensive litigation in 2018 and 2019 on CCL will total more than $250,000 over the 30-year lifetimepermissible scope of CCL’s challenge, the CUP.

CCL’s petition and complaint explains that the CUP’s conditions violate several state statutes, and state and federal constitutional provisions. The statutory challenges include (a) violations of California’s Mitigation Fee Act, which requires a reasonable relationship between fees imposed by the County and the Landfill’s impacts, and (b) California’s Integrated Waste Management Act, which establishes a comprehensive program for solid waste management and requires certain waste diversion and recycling goals.

The constitutional challenges include:

·violations of Article XIII of the California Constitution, which prohibits a local government from imposing a tax without appropriate voter approval;

·violations of state and federal constitutional prohibitions on discrimination against waste based on its place of origin; and

·violations of substantive due process rights guaranteed by the state and federal constitutions.

One condition of the CUP requires CCL to support the County inSuperior Court issued its legislative efforts related to amendment of certain waste laws and regulations. This condition is challenged as a clear affront to the free speech protections of the state and federal constitutions. Another onerous condition requires CCL to establish a public parkdecision on its land upon closure of the Landfill, and dedicate this land to the County upon request. This condition, among others, is challenged as a taking of private property for public use without just compensation. The petition and complaint also alleges that the County’s actions in enacting these illegal conditions were ultra vires and an abuse of its exercise of police power. The federal constitutional claims provide a basis for violations of 42 U.S.C. Section 1983, which, if successful, will entitle CCL to damages and attorneys’ fees.

The County is required to answer the petition and complaint or move to dismiss. CCL will vigorously prosecute the lawsuit and plans to seek discovery from the County regarding what evidence, if any, supports the objectionable conditions in the CUP.

A separate lawsuit involving CCL and the Landfill was recently filed by activists alleging that the Review underlying the CUP was inadequate under state law. CCL was named as real party in interest in aJuly 2, 2020, granting CCL’s petition for writ of mandate filedin part and denying it in part. CCL prevailed with respect to 12 of the challenged conditions, many of which imposed new fees and exactions on August 24, 2017 in the Superior Court of California, County of Los Angeles, againstCC Landfill.  On October 11, 2022, CCL and the County of Los Angeles by Val Verde Civic Association, Citizens for Chiquita Canyon Landfill Compliance, and the Santa Clarita Organization for Planning the Environment. The lawsuit seeks to overturn the County’s approval of the CUP for the expansion of the Landfill and the certification of the final Environmental Impact Report, arguingentered into a settlement agreement that the report violates the California Environmental Quality Act. Pursuant to Condition No. 6 of the CUP, which requires CCL to defend, indemnify, and hold harmlessfile a CUP modification application with the County its agents, officers, and employees from any claim or proceeding againstembodying the terms of the settlement agreement.  CCL filed the CUP modification application on November 10, 2022.  If the CUP modification application is approved by the County brought by any third party to attack, set aside, void, or annul the CUP approval, the County by letter dated September 12, 2017 tendered the defense of the lawsuit to CCL.and certain other contingencies are satisfied, CCL intends to vigorously defend thewill dismiss this lawsuit.  AtHowever, at this point,time, the Company is not able to determine the likelihood of any outcome in this matter.

18.B.SUBSEQUENT EVENTDecember 11, 2017 Notice of Violation Regarding Certain CUP Conditions.

The County, through its DRP, issued a Notice of Violation, dated December 11, 2017 (the “NOV”), alleging that CCL violated certain conditions of the CUP, including Condition 79(B)(6) of the CUP by failing to pay an $11,600 Bridge & Thoroughfare Fee (“B&T Fee”) that was purportedly due on July 25, 2017.  The alleged B&T fee was ostensibly to fund the construction of transportation infrastructure in the area of the Landfill.  At the time the NOV was issued, CCL had already contested the legality of the B&T fee in the October 20, 2017 Complaint filed against the County in Los Angeles County Superior Court, described above under paragraph A (the “CUP lawsuit”).

On January 12, 2018, CCL filed an appeal of the alleged violations in the NOV.  Subsequently, CCL filed additional legal arguments and exhibits contesting the NOV.  On March 6, 2018, a DRP employee designated as hearing officer sustained the NOV, including the $11,600 B&T fee, and imposed an administrative penalty in the amount of $83 and a noncompliance fee of $0.75. A written decision memorializing the hearing officer’s findings and order was issued on July 10, 2018.  On April 13, 2018, CCL filed in the Superior Court of California, County of Los Angeles a Petition for Writ of Administrative Mandamus against the County seeking to overturn the decision sustaining the NOV, contending that the NOV and decision are not supported by the facts or law.  On July 17, 2018, the Court granted CCL leave to pay the $11,600 B&T fee and to amend its Complaint in the CUP lawsuit to reflect the payment under protest, allowing the challenge to the B&T fee under the Mitigation Fee Act to proceed in the CUP lawsuit.  CCL paid the B&T fee under protest on August 10, 2018, and also paid on that date the administrative penalty of $83 and the noncompliance fee of $0.75. The Court indicated that the NOV case would be coordinated with the CUP lawsuit.  On October 11, 2022, CCL and the County entered into the settlement agreement, described above under paragraph A.  If the CUP modification application is approved by the County and certain other contingencies are satisfied, CCL will dismiss this lawsuit.  However, at this time, the Company is not able to determine the likelihood of any outcome in this matter.

19.SUBSEQUENTEVENT

On October 25, 2017,2023, the Company announced that its Board of Directors increased its regular quarterlyquarter cash dividend by $0.02,$0.03, from $0.12$0.255 to $0.14$0.285 per Company common share, and then declared a regular quarterly cash dividend of $0.14$0.285 per Company common share. The dividend will be paid on November 22, 2017,28, 2023, to shareholders of record on the close of business on November 8, 2017.2023.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

On June 1, 2016, pursuant to the termsTable of the AgreementContents

Item 2.Management’s Discussion and PlanAnalysis of Merger dated asFinancial Condition and Results of January 18, 2016 (the “Merger Agreement”), Water Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Progressive Waste Solutions Ltd. (“Merger Sub”), merged with and into Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“Old Waste Connections”) in an all-stock business combination with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.), a corporation organized under the laws of Ontario, Canada (“New Waste Connections,” “WCI” or the “Company”). We use the term “Progressive Waste” herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016.Operations

Under the terms of the Merger Agreement, Old Waste Connections’ stockholders received 3.1152645 New Waste Connections shares for each Old Waste Connections share they owned. Immediately following the completion of the Progressive Waste acquisition, New Waste Connections also completed (i) a consolidation whereby every 3.1152645 common shares outstanding were converted into one common share (the “Consolidation”) and (ii) an amalgamation with a wholly-owned subsidiary whereby its legal name was changed from Progressive Waste Solutions Ltd. to Waste Connections, Inc. (the “Amalgamation”). Upon completion of the Progressive Waste acquisition, Old Waste Connections’ former stockholders owned approximately 70% of the combined company, and Progressive Waste’s former shareholders owned approximately 30%. Following the completion of the Progressive Waste acquisition, the Consolidation and the Amalgamation, on June 1, 2016, the post-Consolidation common shares of New Waste Connections commenced trading on the Toronto Stock Exchange (the “TSX”) and on the New York Stock Exchange (the “NYSE”) under the ticker symbol “WCN.” The common stock of Old Waste Connections, which traded previously under the symbol “WCN,” has ceased trading on, and has been delisted from, the NYSE.

The Company is led by Old Waste Connections’ management team and the Board of Directors of the combined company includes the five members of Old Waste Connections’ board and two members from Progressive Waste’s board.

FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

CertainWe make statements contained in this Quarterly Report on Form 10-Q that are forward-looking in nature, including statements related to our ability to draw on our Credit Agreement or raise other capital, the responsibilities of our subsidiaries with regard to possible cleanup obligations imposed by the EPA or other regulatory authorities, the impact of global, regional and local economic conditions, including the price of crude oil, on our volume, business and results of operations, the effects of seasonality on our business and results of operations, our ability to address any impacts of inflation on our business, demand for recyclable commodities (including landfill gas reclamation) and recyclable commodity pricing, our expectations with respect to capital expenditures, our expectations with respect to our ability to obtain expansions of permitted landfill capacity and to provide collection services under exclusive arrangements, our expectations with respect to our normal course issuer bid (our share repurchase program) and future dividend payments, our expectations with respect to the outcomes of our legal proceedings, our expectations with respect to the potential financial impairment of our reporting units caused by dispositions of certain operating units, our expectations about new accounting standards, our expectations about potential non-performance by counterparties to our hedge agreements and our expectations with respect to the anticipated benefits of the Progressive Waste acquisition and other acquisitions. nature.  These include:

Statements regarding our landfills, including capacity, duration, special projects, demand for and pricing of recyclables, landfill alternatives and related capital expenditures, operating expenses and leachate;
Discussion of competition, loss of contracts, price increases and additional exclusive and/or long-term collection service arrangements;
Forecasts of cash flows necessary for operations and free cash flow to reduce leverage as well as our ability to draw on our credit facility and access the capital markets to refinance or expand;
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;
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; and
Other statements on a variety of topics such as the coronavirus disease 2019 (“COVID-19”) pandemic, 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.

These statements can be identified‎identified 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.

Our ‎business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ ‎materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from‎from those projected include, but are not limited to, those listed belowrisk factors detailed from time to time in our filings with the SEC and elsewherethe securities commissions or similar regulatory authorities in this report. Canada.  

There may be additional risks of which we are not presently aware or that we currently believe are immaterial which couldthat ‎could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements in order‎statements to reflect events or circumstances that may change.

Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, the following:

·Our industry is highly competitive and includes companies with lower prices, return expectations or other advantages, and governmental service providers, which could adversely affect our ability to compete and our operating results;

·We may lose contracts through competitive bidding, early termination or governmental action;

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·Our financial and operating performance may be affected by the inability to renew landfill operating permits, obtain new landfills and expand existing ones;

·Increases in labor costs could impact our financial results;

·Price increases may not be adequate to offset the impact of increased costs, or may cause us to lose customers;

·The integration following the Progressive Waste acquisition may not achieve the anticipated benefits or may disrupt our operations;

·We plan to divest certain assets acquired in the Progressive Waste acquisition, which may result in lower than expected consideration or recorded losses on sale of assets, and such divestitures may take longer than expected to complete;

·A portion of our growth and future financial performance depends on our ability to integrate acquired businesses, and the success of our acquisitions;

·Competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions;

·Our results are vulnerable to economic conditions;

·The seasonal nature of our business and “event-driven” waste projects cause our results to fluctuate;

·Our results will be affected by changes in recycled commodity prices;

·Our results will be affected by changes in the value of renewable fuel;

·Lower crude oil prices may adversely affect the level of exploration, development and production activity of E&P companies and the demand for our E&P waste services;

·Increases in the price of diesel or compressed natural gas fuel may adversely affect our collection business and reduce our operating margins;

·Our financial results are based upon estimates and assumptions that may differ from actual results;

·Our accruals for our landfill site closure and post-closure costs may be inadequate;

·Increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings;

·We may be subject in the normal course of business to judicial, administrative or other third-party proceedings that could interrupt or limit our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity;

·Pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements;

·Our financial results could be adversely affected by impairments of goodwill, indefinite-lived intangibles or property and equipment;

·Income taxes may be uncertain;

·Future changes to U.S., Canadian and foreign tax laws could materially adversely affect us;

·We may not be able to maintain a competitive effective corporate tax rate;

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·Each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, or that become more adverse to our business than we anticipated at the time of acquisition;

·Our indebtedness could adversely affect our financial condition and limit our financial flexibility;

·We may be unable to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage;

·Our operations in Canada expose us to exchange rate fluctuations that could adversely affect our financial performance and our reported results of operations;

·Alternatives to landfill disposal may cause our revenues and operating results to decline;

·Labor union activity could divert management attention and adversely affect our operating results;

·We could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate and the accrued pension benefits are not fully funded;

·We rely on computer systems to run our business and disruptions or privacy breaches in these systems could impact our ability to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation risk;

·Extensive and evolving environmental, health and safety laws and regulations may restrict our operations and growth and increase our costs;

·Our business is subject to operational and safety risks, including the risk of personal injury to employees and others;

·Future changes in laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results;

·Extensive regulations that govern the design, operation, expansion and closure of landfills may restrict our landfill operations or increase our costs of operating landfills;

·Our E&P waste business could be adversely affected by changes in laws regulating E&P waste;

·Liabilities for environmental damage may adversely affect our financial condition, business and earnings;

·We depend significantly on the services of the members of our senior and regional management team, and the departure of any of those persons could cause our operating results to suffer;

·Our decentralized decision-making structure could allow local managers to make decisions that may adversely affect our operating results; and

·If we are not able to develop and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer.

These risks and uncertainties, as well as others, are discussed in greater detail in this Quarterly Report on Form 10-Q and in other filings with the U.S. Securities and Exchange Commission, or SEC, made by the Company, including its most recent Annual Report on Form 10-K, as well as in the Company’s filings during the year with the Canadian Securities Administrators. There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change.

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change, unless required under applicable securities laws.

OVERVIEW OF OUR BUSINESS

We are an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and recycling servicesrenewable fuels generation, in mostly exclusive and secondary markets across 44 states in the U.S. and six provinces in Canada. Through our R360 Environmental Solutions subsidiary, we areWaste Connections also a leading provider ofprovides non-hazardous oil and natural gas exploration and production or (“E&P,&P”) waste treatment, recovery and disposal

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services in several ofbasins across the most active natural resource producing areas in the U.S. We also provide, as well as intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific NorthwestNorthwest.

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, 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 2023 Sustainability Report can be found at www.wasteconnections.com/sustainability but does not constitute a networkpart of, intermodal facilities.

and is not incorporated by reference into, this Quarterly Report on Form 10-Q.

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. In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally owned or funded or available at multiple municipal sources, we believe that controlling the waste stream by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning or operating landfills. We also target niche markets, like non-hazardous E&P waste treatment, recovery and disposal services.

As of September 30, 2017, we served residential, commercial, industrial and E&P customers in 38 states in the U.S. and five provinces in Canada:  Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Washington, Wisconsin and Wyoming and the provinces of Alberta, British Columbia, Manitoba, Ontario and Québec. 

The solid waste industry is a local and highly competitive business,in nature, requiring substantial labor and capital resources. The participantsWe compete for collection accounts primarily on the basis of price and, to a lesser extent, the quality of service, and compete for landfill business on the basis of tipping fees, geographic location and quality of operations. The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing costs and complexity associated with waste management operations and regulatory compliance. Many small independent operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to operate effectively in such an environment. The consolidation trend has caused solid waste companies to operate larger landfills that have complementary collection routes that can use company-owned disposal capacity. Controlling the point of transfer from haulers to landfills has become increasingly important as landfills continue to close and disposal capacity moves farther from the collection markets it serves.

Generally, the most profitable operators within the solid waste industry are those companies that are vertically integrated or enter into long-term collection contracts. A vertically integrated operator will benefit from:  (1) the internalization of waste, which is bringing waste to a company-owned landfill; (2) the ability to charge third-party haulers tipping fees either at landfills or at transfer stations; and (3) the efficiencies gained by being able to aggregate and process waste at a transfer station prior to landfilling.

The E&P waste services industry is regional in nature and is also highly fragmented, with acquisition opportunities available in several active natural resource basins. Competition for E&P waste comes primarily from smaller regional companies that utilize a variety of disposal methods and generally serve specific geographic markets, and other solid waste companies. In addition, customers in many markets have the option of using internal disposal methods or outsourcing to another third-party disposal company. The principal competitive factors in this business include: gaining customer approval of treatment and disposal facilities; location of facilities in relation to customer activity; reputation; reliability of services; track record of environmental compliance; ability to accept multiple waste types at a single facility; and price. The demand for our E&P waste services depends on the continued demand for, and production of, oil and natural gas. Crude oil and natural gas prices historically have been volatile, including as a result of macroeconomic and the substantial reductions in crude oil prices that began in October 2014, and continued through 2015 and into early 2016, resulted in a decline in the levelgeopolitical conditions, which may impact levels of drillingexploration and production activity, reducing the demand forwith a corresponding impact to our E&P waste servicesactivity.  In 2022, sustained increases in the basins in which we operate. The prices of crude oil and natural gas have recovered from their low point in February 2016 and the demand for our E&P waste services has improved as a result of inflationary pressures, the uncertainty associated with the Ukrainian conflict and any related bans on oil sales from Russia or supply chain disruptions contributed to increased productionlevels of oil and natural gas. If this recovery of the prices of crude oil and natural gas is not sustained, or if a further reduction in crude oil and natural gas prices occurs, it could lead to continued declines in the level of productiondrilling activity and demand for our E&P waste services.  Conversely, in 2020 and 2021, a significant decline in oil prices driven by both surplus production and supply, as well as the decrease in demand caused by factors including the COVID-19 pandemic, resulted in decreased levels of E&P drilling activity and a corresponding decrease in demand for our E&P waste services.  Additionally, across the industry there was uncertainty regarding future demand for oil and related services, which could resultas noted by several energy companies, many of whom are customers of our E&P waste services.  These energy companies wrote down the values of their oil and gas assets in anticipation of the potential for the decarbonization of their energy product mix given an increased global focus on reducing greenhouse gases and addressing climate change.  At that time, the uncertainty regarding global demand had a significant impact on the investment and operating plans of our E&P waste customers in the recognitionbasins where we operate.   

33

THE COVID-19 PANDEMIC’S IMPACT ON OUR RESULTS OF OPERATIONS

March 11, 2023 marked the three-year anniversary of COVID-19 being declared a global pandemic by the World Health Organization. The related economic disruptions largely associated with closures or restrictions put into effect following the onset of the COVID-19 pandemic in the first quarter of 2020 resulted in declines in solid waste commercial collection, transfer station and landfill volumes, and roll off activity. Throughout the remaining fiscal year 2020 and during 2021, solid waste revenue and reported volumes largely reflected the pace and shape of the closures and subsequent reopening activity, with the timing and magnitude of recovery varying by market.  Most of the impacts to solid waste volumes associated with the pandemic have largely abated, with landfill volumes and roll off pulls returning to pre-pandemic levels.  In certain markets, commercial collection volumes have not returned to pre-pandemic levels. The COVID-19 pandemic also contributed to a decline in demand for and the value of crude oil, which impacted E&P drilling activity and resulted in lower E&P waste revenue during 2020 and 2021. During 2022, E&P waste revenue increased on higher levels of drilling activity in several of the major basins.

Since the onset of the COVID-19 pandemic, protecting the health, welfare and safety of our employees has been our top priority. Recognizing the potential for financial hardship and other challenges, we have looked to provide a safety net for our employees on issues of income and family health. To that end, since the onset of the pandemic through year-end 2022, we incurred over $50 million in incremental COVID-19-related costs, primarily supplemental pay and benefits for frontline employees, including approximately $10 million during 2022.

As a result of the COVID-19 pandemic and subsequent reopening activity, we have also experienced an impact to our operating costs as a result of factors including supply chain disruptions and labor constraints, as demand has recovered and competition has increased.  As a result, we have incurred incremental costs associated with higher wages, increased overtime as a result of higher turnover, and increased reliance on third party services.  

The impact of the COVID-19 pandemic on our intangible assetsbusiness, results of operations, financial condition and propertycash flows in future periods will depend largely on future developments, including the duration and equipment associated with our E&P operations.spread of any further outbreaks in the U.S. and Canada, the rate of vaccinations, the severity of COVID-19 variants, the actions to contain such coronavirus variants, and how quickly and to what extent normal economic and operating conditions can resume.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements. As described by the SEC, critical accounting estimates and assumptions are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on the financial condition or operating performance of a company. Such critical accounting estimates and assumptions are applicable to our reportable segments. Refer to our most recent Annual Report on Form 10-K for a complete description of our critical accounting estimates and assumptions.

45

NEW ACCOUNTING PRONOUNCEMENTS

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.

46

34

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 20172023 AND 2016

2022

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, 
 2017  2016  2017  2016 

Three Months Ended September 30, 

Nine Months Ended September 30, 

   

2023

    

2022

    

   

2023

    

2022

    

  

Revenues 1,206,478   100.0% 1,084,922   100.0% 3,473,313   100.0% 2,327,241   100.0%

$

2,064,744

    

100.0

%  

$

1,879,868

    

100.0

%  

$

5,986,342

    

100.0

%  

$

5,342,558

    

100.0

%  

Cost of operations  695,122   57.6   636,310   58.7   2,024,402   58.3   1,339,764   57.6 

 

1,204,603

58.4

1,120,629

59.6

3,548,893

59.3

3,198,039

59.9

Selling, general and administrative  128,200   10.6   129,576   11.9   383,600   11.0   349,995   15.0 

 

196,316

9.5

186,887

9.9

606,367

10.1

518,705

9.7

Depreciation  136,941   11.4   125,744   11.6   395,008   11.4   270,988   11.6 

 

214,966

10.4

193,287

10.3

632,347

10.5

562,174

10.5

Amortization of intangibles  26,613   2.2   26,944   2.5   76,886   2.2   48,719   2.1 

 

39,405

1.9

38,859

2.1

117,740

2.0

113,956

2.1

Impairments and other operating items  832   0.1   7,682   0.7   141,333   4.1   4,634   0.2 

 

56,477

2.7

13,438

0.7

69,201

1.2

19,467

0.4

Operating income  218,770   18.1   158,666   14.6   452,084   13.0   313,141   13.5 

 

352,977

 

17.1

 

326,768

 

17.4

 

1,011,794

 

16.9

 

930,217

 

17.4

                                

Interest expense  (32,471)  (2.7)  (27,621)  (2.5)  (92,763)  (2.7)  (65,291)  (2.8)

 

(69,016)

(3.3)

(51,161)

(2.7)

(204,914)

(3.4)

(137,565)

(2.6)

Interest income  1,656   0.1   171   0.0   3,131   0.1   447   0.0 

 

2,833

0.1

1,784

0.1

6,886

0.1

2,574

0.1

Other income (expense), net  1,709   0.2   500   0.0   3,561   0.1   (268)  (0.0)
Foreign currency transaction gain (loss)  (1,864)  (0.1)  (350)  (0.0)  (3,502)  (0.1)  339   0.0 

Other income, net

 

5,372

0.3

8,487

0.4

8,346

0.1

2,373

0.0

Income tax provision  (64,390)  (5.4)  (42,485)  (3.9)  (100,220)  (2.9)  (86,750)  (3.8)

 

(62,975)

(3.1)

(48,753)

(2.6)

(185,915)

(3.1)

(155,899)

(2.9)

Net income  123,410   10.2   88,881   8.2   262,291   7.5   161,618   6.9 

 

229,191

 

11.1

 

237,125

 

12.6

 

636,197

 

10.6

 

641,700

 

12.0

Net income attributable to noncontrolling interests  (183)  (0.0)  (264)  (0.0)  (559)  (0.0)  (670)  (0.0)

 

(165)

 

(0.0)

 

(213)

 

(0.0)

 

(150)

(0.0)

(390)

(0.0)

Net income attributable to Waste Connections 123,227   10.2% 88,617   8.2% 261,732   7.5% 160,948   6.9%

$

229,026

 

11.1

%  

$

236,912

 

12.6

%  

$

636,047

 

10.6

%  

$

641,310

 

12.0

%  

Revenues.  Total revenues increased $121.6$184.9 million, or 11.2%9.8%, to $1.206$2.065 billion for the three months ended September 30, 2017,2023, from $1.085$1.880 billion for the three months ended September 30, 2016.2022.  Total revenues increased $1.146 billion,$643.8 million, or 49.2%12.1%, to $3.473$5.986 billion for the nine months ended September 30, 2017,2023, from $2.327$5.343 billion for the nine months ended September 30, 2016.2022.

During the three months ended September 30, 2017, incremental revenue from acquisitionsAcquisitions closed during, or subsequent to, the three months ended September 30, 2016,2022, increased revenues by approximately $61.3 million.  During$104.1 million for the ninethree months ended September 30, 2017, incremental revenue from acquisitions2023.  Acquisitions closed during, or subsequent to, the nine months ended September 30, 2016,2022, increased revenues by approximately $991.1$358.2 million of whichfor the Progressive Waste acquisition contributed $826.9 million.

nine months ended September 30, 2023.

Operations that were divested in 2017during, or subsequent to, the three and nine months ended September 30, 2022, decreased revenues by approximately $21.1$1.2 million and $25.8$1.9 million, respectively, for the three and nine months ended September 30, 2017, respectively.

2023.

During the three months ended September 30, 2017,2023, the net increase in prices charged to our customers at our existing operations was $32.8$137.4 million, consisting of $32.6$156.6 million of core price increases and $0.2 million from fuel, materials and environmentaldecreases in surcharges due primarily to an increase in the market price of diesel fuel.$19.2 million.  During the nine months ended September 30, 2017,2023, the net increase in prices charged to our customers at our existing operations was $66.3$476.7 million, consisting of $65.4$496.4 million of core price increases and $0.9 million from fuel, materials and environmentaldecreases in surcharges due primarily to an increase in the market price of diesel fuel.

$19.7 million.

During the three months ended September 30, 2023, we recognized volume losses totaling $42.0 million, primarily due to a decrease in residential collection volumes in our Eastern, Canada and Central segments, lower roll off volumes and a decrease in post-collection volumes in our Eastern and Western segments, partially offset by increases in commercial and residential collection services in our Western segment and an increase in landfill volumes in our Canada segment driven by higher special waste volumes.   During the nine months ended September 30, 2017,2023, we recognized volume increaseslosses totaling $95.4 million, due to lower collection and post collection volumes primarily in our existing business increased solidEastern, Canada, and Southern segments.

35

E&P waste revenues by $5.0 million and $28.6 million, respectively, from increases in roll off collection, transfer station volumes and landfill volumes resulting from increased construction and general economic activity in our markets, partially offset by declines in residential volumes resulting from certain contracts acquired with the acquisition of Progressive Waste that were terminated subsequent to June 30, 2016 and declines in commercial volumes due to intentional losses of certain low margin commercial collection customers. E&P revenues at facilities owned and fully-operated during the three and nine months ended September 30, 20172023 and 2022 increased by $24.7$3.7 million and $50.7$15.2 million, respectively, due to a partial recoveryincreases in crude oil prices increasing drilling activity andoverall demand for our E&P disposal volumes at the majoritywaste services as a result of our sites, with the most significant increases in the Permian Basindrilling and Louisiana.

47

An increaseproduction activity levels in the average Canadian dollar to U.S. dollar currency exchange rate resulted in an increase in revenues of $7.6 million and $5.8 million for the three and nine months ended September 30, 2017, respectively. Our Canada segment was formed in conjunction with the Progressive Waste acquisition on June 1, 2016; therefore, Canadian dollar to U.S. dollar exchange rate changes did not impact our revenues or results of operations prior to June 1, 2016. The average Canadian dollar to U.S. dollar exchange rates were 0.7986 in the three months ended September 30, 2017, 0.7663 in three months ended September 30, 2016, 0.7870 in the four-month period of June to September 2017 and 0.7686 in the four-month period from June to September 2016.

certain basins.  

Revenues from sales of recyclable commodities at facilities owned during the three and nine months ended September 30, 20172023 and 2016 increased $7.92022 decreased $9.5 million and $22.6$65.2 million, respectively, duerespectively. The decreases are primarily attributable to increased priceslower commodity pricing for recyclable commodities, which began to recover in the second half of 2016, continuing through August 2017. In September 2017, prices for recyclable commodities, primarily old corrugated cardboard, beganaluminum, plastics and other paper products as compared to decline duethe prior period. Commodity pricing decreased significantly during the three months ended September 30, 2022 and has not fully recovered as of the three months ended September 30, 2023.

A decrease in the average Canadian dollar to U.S. dollar currency exchange rate resulted in a reductiondecrease in overseas demand. Recyclable commodity revenue was $41.6revenues of $6.5 million and $124.2$32.5 million for the three and nine months ended September 30, 2017,2023, respectively. If the reductions in prices for recyclable commodities, which began in September 2017, continue into the fourth quarter of 2017The average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were 0.7455 and the full year of 2018, we believe our fourth quarter 2017 and full year 2018 revenue from sales of recyclable commodities will decrease approximately 6% and 27%, respectively, from the comparable periods.

Other revenues increased by $3.4 million and $6.8 million during the three and nine months ended September 30, 2017, respectively, due primarily to an increase in landfill gas sales at our Canada segment of $4.0 million and $5.9 million during the three and nine months ended September 30, 2017, respectively.

Cost of Operations.  Total cost of operations increased $58.8 million, or 9.2%, to $695.1 million0.7660 for the three months ended September 30, 2017, from $636.32023 and 2022, respectively. The average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were 0.7435 and 0.7792 for the nine months ended September 30, 2023 and 2022, respectively.

Other revenues decreased $1.1 million during the three months ended September 30, 2023, due primarily to a $3.4 million decrease in intermodal revenues, partially offset by a $2.1 million increase in landfill gas revenues on higher values for renewable energy credits and a $0.2 million increase in other non-core revenue sources.  Other revenues decreased $11.3 million during the nine months ended September 30, 2023, due primarily to a $6.7 million decrease in landfill gas revenues on lower values for renewable energy credits partially offset by higher landfill gas volumes, as well as a $6.7 million decrease in intermodal revenues, partially offset by a $2.1 million increase in other non-core revenue sources.

Cost of Operations.  Total cost of operations increased $84.0 million, or 7.5%, to $1.205 billion for the three months ended September 30, 2016.2023, from $1.121 billion for the three months ended September 30, 2022. The increase was primarily the result of $39.1$58.9 million of additional operating costs from acquisitions closed during, or subsequent to, the three months ended September 30, 20162022, and an increase in operating costs at our existing operations of $35.6$29.1 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $15.9$3.5 million atresulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.5 million from operations divested in 2017.

during, or subsequent to, the three months ended September 30, 2022.

The increase in operating costs of $29.1 million, assuming foreign currency parity, at our existing operations for the three months ended September 30, 2023 consisted of an increase in expenses for auto and workers’ compensation claims of $18.8 million due primarily to increased claims and an increase in our average claim cost, higher labor expenses of $13.7 million, an increase in leachate and landfill maintenance costs of $6.4 million, an increase in taxes on revenues of $3.0 million as the result of higher revenues and $2.9 million of other net expense increases, partially offset by a decrease in third-party trucking and transportation expenses of $10.1 million due to lower transfer volumes, and lower disposal costs of $5.6 million primarily driven by decreased collection volumes and increased internalization in certain markets.

Total cost of operations increased $350.9 million, or 11.0%, to $3.549 billion for the nine months ended September 30, 2023, from $3.198 billion for the nine months ended September 30, 2022. The increase was primarily the result of $204.8 million of additional operating costs from acquisitions closed during, or subsequent to, the nine months ended September 30, 2022, and an increase in operating costs at our existing operations of $35.6$164.5 million, forassuming foreign currency parity, partially offset by a decrease in operating costs of $17.3 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 September 30, 2017 was comprised2022.

The increase in operating costs of $164.5 million, assuming foreign currency parity, at our existing operations for the nine months ended September 30, 2023, consisted of higher labor and recurring incentive compensation expenses of $75.9 million, an increase in labor expenses for auto and workers’ compensation claims of $8.2$37.9 million due primarily to employee pay rate increases,increased claims and an increase in third-party trucking and transportation expenses of $6.8 million due to increased transfer station and landfill volumes that require us to transport the waste to our disposal sites, an increase in taxes on revenues of $5.9 million due to increased revenues in our solid waste markets,average claim cost, an increase in truck, container, equipment and facility maintenance and repair expenses of $4.6$29.8 million, due to variability in the timing and severity of major repairs, an increase in fuel expenselandfill maintenance and leachate costs of $3.6$17.8 million, due to increases in the market price of diesel fuel, an increase in expenses associated with the purchasetaxes on revenues of recyclable commodities of $2.3$10.3 million due to increased recyclable commodity values, an increase of $2.3 million from incremental labor and repair expenses resulting from hurricanes impacting our Texas, Louisiana and Florida operations and $1.9 million of other net expense increases.

Total cost of operations increased $684.6 million, or 51.1%, to $2.024 billion for the nine months ended September 30, 2017, from $1.340 billion for the nine months ended September 30, 2016. The increase was primarilyas the result of $503.7 million of operating costs from the Progressive Waste acquisition, $109.3 million of additional operating costs from all other acquisitions closed during, or subsequent to, the nine months ended September 30, 2016 andincreased revenues, an increase in other facility operating costs at our existing operations of $91.4$8.1 million and a net increase of other expenses of $0.7 million, partially offset by a decrease in operatingsupplemental compensation

36

to non-management personnel of $9.0 million associated with the impact of the COVID-19 pandemic that occurred in the prior year period, a decrease in disposal costs of $19.8$4.7 million at operations divestedas a result of lower volumes and increased internalization in 2017.

The increase in operating costs at our existing operations of $91.4 million for the nine months ended September 30, 2017 was comprised of an increase in labor expenses of $18.4 million due primarily to employee pay rate increases, an increase in truck, container, equipmentcertain markets and facility maintenance and repair expenses of $16.9 million due to variability in the timing and severity of major repairs, an increase in taxes on revenues of $14.6 million due to increased revenues in our solid waste markets, an increase in third-party trucking and transportation expenses of $13.9 million due to increased transfer station and landfill volumes that require us to transport the waste to our disposal sites, an increasea decrease in fuel expense of $6.7$2.3 million due to increases in the market price oflower diesel fuel, an increase in employee benefits expenses of $5.4 million due to increased severity of medical claims, an increase in expenses associated with the purchase of recyclable commodities of $4.3 million due to increased recyclable commodity values, an increase in expenses for auto and workers’ compensation claims of $4.1 million due to actuarial driven average claim rate increases resulting from the inclusion of historical Progressive Waste claim experience into rates for current year claims, an increase of $2.3 million from incremental labor and repair expenses resulting from hurricanes impacting our Texas, Louisiana and Florida operations, an increase in equipment rental expenses of $1.3 million primarily at our E&P segment to comply with regulatory requirements, an increase in processing cell remediation expenses at our E&P segment of $1.1 million due to increased disposal volumes, an increase in leachate disposal expenses of $0.9 million due to higher precipitation at certain landfills in our Eastern segment and $1.5 million of other net expense increases.

48

natural gas prices.

Cost of operations as a percentage of revenues decreased 1.11.2 percentage points to 57.6%58.4% for the three months ended September 30, 2017,2023, from 58.7%59.6% for the three months ended September 30, 2016.2022. The componentsdecrease as a percentage of revenues was primarily driven by the impact of price-led solid waste revenue growth, along with lower volumes and increased internalization in certain markets, resulting in a 0.9 percentage point decrease consisted ofin third-party trucking and transportation expenses, a 0.7 percentage point decrease in disposal costs and a 0.6 percentage point decrease from increased internalization of collected waste volumes, primarilysmall decreases in several other cost items, plus a 0.2 percentage point decrease due to lower average diesel prices, partially offset by a 0.9 percentage point increase due to increases in our New York markets,average cost of auto and workers' compensation claims and a 0.3 percentage point increase in landfill maintenance and leachate costs.

Cost of operations as a percentage of revenues decreased 0.6 percentage points to 59.3% for the nine months ended September 30, 2023, from 59.9% for the nine months ended September 30, 2022. The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, a 0.7 percentage point decrease from leveraging existing personnelin disposal costs, a 0.5 percentage point decrease in third-party trucking and transportation expenses, a 0.3 percentage point decrease in fuel costs due to support increases in solid wastelower diesel and E&P volumes and the benefit of improved commoditynatural gas prices and a 0.10.2 percentage point decrease in compensation to non-management personnel associated with the impact of the COVID-19 pandemic that occurred in the prior year period, partially offset by a 0.6 percentage point increase in expenses for auto and workers’ compensation claims due to an increase in our average claim cost, a 0.3 percentage point increase in landfill maintenance and leachate costs and a 0.2 percentage point increase from all other net changes.

SG&A.  SG&A expenses increased $9.4 million, or 5.0%, to $196.3 million for the three months ended September 30, 2023, from $186.9 million for the three months ended September 30, 2022. The increase was comprised of an increase of $7.1 million from acquisitions closed during, or subsequent to, the three months ended September 30, 2022 and an increase of $2.9 million at our existing operations, assuming foreign currency parity, partially offset by a decrease of $0.6 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 $2.9 million, assuming foreign currency parity, for the three months ended September 30, 2023 was comprised of higher administrative payroll expenses of $4.8 million, an increase in incentive compensation expenses of $4.8 million, an increase in our bad debt costs of $1.7 million and an increase of $1.7 million from all other net changes, partially offset by a 0.2 percentage point increase from acquisitions closed during, or subsequentdecrease in direct acquisition expenses of $7.4 million due to the nine months ended September 30, 2016 having operating margins lower than our company average and a 0.2 percentage point increase from expenses resulting from the impact of hurricanes.

Cost of operations as a percentage of revenues increased 0.7 percentage points to 58.3% for the nine months ended September 30, 2017, from 57.6% for the nine months ended September 30, 2016. The components of the increase consisted of a 1.4 percentage point increase from acquisitions closed during, or subsequent to, the nine months ended September 30, 2016 having operating margins lower than our company average, a 0.2 percentage point increase from higher third party trucking and transportation expenses and a 0.3 percentage point increase from all other net changes, partially offset by a 0.6 percentage point decrease from increased internalization of collected waste volumes, primarily in our New York markets and a 0.6 percentage point decrease from leveraging existing personnel to support increases in solid waste and E&P volumes and the benefit of improved commodity prices.

SG&A.  SG&A expenses decreased $1.4 million, or 1.1%, to $128.2 million for the three months ended September 30, 2017, from $129.6 million for the three months ended September 30, 2016. The decrease was comprised of a decrease of $7.3 million in integration-related professional fees and severance-related expenses incurred in the prior year period for Progressive Waste personnel who were not permanently retained as employees of New Waste Connections following the close of the Progressive Waste acquisition, a decrease of $5.3 million resulting from the nonrecurring prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the acquisition of Progressive Waste, a decrease in share-basedacquisition activity, a decrease in equity-based compensation expenses of $2.1$1.6 million dueassociated with changes in our share price resulting in fair value measurement decreases to less outstanding shares in the current period for equity awards accounted for as liabilities that were granted to employees of Progressive Waste prior to June 1, 2016, which are subject to valuation adjustments each period based on changes in fair value and a decrease of $1.9 million consisting of SG&A expenses from operations divested in 2017, partially offset by $3.8 million of additional SG&A expenses from operating locations at acquisitions closed during, or subsequent to, the three months ended September 30, 2016, an increase in payroll expenses of $2.7 million due to increased corporate headcount to support the operations of Progressive Waste and annual compensation increases, an increase in accrued recurring cash incentive compensation expense to our management of $2.2 million due to the achievement of interim financial targets during the three months ended September 30, 2017, an increase in direct acquisition costs of $1.8 million resulting from an increase in acquisition activity and legal costs incurred related to divested operations, an increase in equity-baseddeferred compensation expenses of $1.6$1.1 million associated with our annual recurring grant of restricted share units to our personnel, an increase in corporate travel, meetings and training expenses of $1.0 million resulting primarily from the integration of employees of Progressive Waste into New Waste Connections, an increase in expenses for uncollectible accounts receivable of $1.0 million due primarily to the collection during the three months ended September 30, 2016 of a large receivable balance that was written off as a doubtful accountresult of decreases in a prior year, an increase in donationsthe market value of $0.7 million primarily associated with financial support we have providedinvestments to our employees that were impacted by hurricanes in 2017 and $0.4 million of other net expense increases.

which employee deferred compensation liability balances are tracked.

SG&A expenses increased $33.6$87.7 million, or 9.6%16.9%, to $383.6$606.4 million for the nine months ended September 30, 2017,2023, from $350.0$518.7 million for the nine months ended September 30, 2016.2022. The increase was comprised of $61.3an increase of $65.3 million, of SG&A expensesassuming foreign currency parity, at our existing operations and $25.3 million from operating locations acquired in the Progressive Waste acquisition, $12.0 million of additional SG&A expenses from operating locations at all other acquisitions closed during, or subsequent to, the nine months ended September 30, 2016, an2022, partially offset by a decrease of $2.9 million resulting from a lower average foreign currency exchange rate in effect during the current period.

The increase in accrued recurring cash incentive compensation expense toSG&A expenses at our managementexisting operations of $9.8$65.3 million, due to the achievement of interim financial targets duringassuming foreign currency parity, for the nine months ended September 30, 2017 and the addition2023 was comprised of accrued cashan increase in administrative payroll expenses of $19.1 million, an increase in executive separation costs of $15.1 million, an increase in incentive compensation expense for the retained Progressive Waste employees, an increase in payroll expenses of $6.8$10.9 million, due to increased corporate headcount to support the operations of Progressive Waste and annual compensation increases, an increase in corporate travel, meetings and training expenses of $4.8 million resulting from the integration of employees of Progressive Waste into New Waste Connections, an increase in legal, accounting and information technology professional fee expenses of $4.1 million due to increased support required as a result of growth from the acquisition of Progressive Waste, an increase in equity-based compensation expenses of $3.6 million associated with our annual recurring grant of restricted share units to our personnel, an increase in software license fees of $2.2 million to support our new payroll processing application and computer applications acquired in the Progressive Waste acquisition, an increase in employee benefits expenses of $1.9 million due to increased severity of medical claims, an increase in employee relocation expenses of $1.4 million associated with corporate personnel added to support the additional administrative oversight resulting from the Progressive Waste acquisition, an increase in expenses for uncollectible accounts receivable of $1.3 million due primarily to the collection during the three months ended September 30, 2016 of a large receivable balance that was written off as a doubtful account in a prior year and increases resulting from higher industrial and special waste revenue, an increase in donations of $0.7 million primarily associated with financial support we have provided to our employees that were impacted by hurricanes in 2017, an increase in deferred compensation expenseexpenses of $1.4$8.3 million resulting from deferred compensation liabilities to employees increasing as a result of increases in the market value of investments to which employee deferred compensation liability balances are tracked, an increase in equity-based compensation expenses of $7.2 million associated with our annual recurring grants of restricted share units to our personnel, a collective increase in travel, meetings and $1.8training expenses of $4.4 million, an increase in software license fees of $3.9 million, an increase in professional fees of $3.2 million and $4.9 million of other net expense increases, partially offset by a decrease in direct acquisition costsexpenses of $27.9$11.7 million resulting from amounts incurred in the prior year period relateddue to the Progressive Waste acquisition, a decrease of $22.4 million in integration-related professional fees and severance-related expenses incurred in the prior year period for Progressive Waste personnel who were not permanently retained as employees of New Waste Connections following the close of the Progressive Waste acquisition, a decrease of $14.5 million from New Waste Connections paying excise taxes in the prior year period on the unvested or vested and undistributed equity-compensation holdings of our corporate officers and members of our Board of Directors resulting from the Progressive Waste acquisition, a decrease of $5.3 million resulting from the nonrecurring prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the acquisition of Progressive Waste, a decrease in share-basedacquisition activity in the current period.

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SG&A expenses as a percentage of revenues decreased 0.4 percentage points to 9.5% for the three months ended September 30, 2023, from 9.9% for the three months ended September 30, 2022. The decrease as a percentage of revenues was primarily attributable to price-led revenue growth, a 0.4 percentage point decrease in direct acquisition expenses due to a decrease in acquisition activity in the current period, a 0.1 percentage point decrease in equity-based compensation expenses of $4.9 million relatedassociated with changes in our share price resulting in fair value measurement decreases to equity awards accounted for as liabilities that were granted to employees of Progressive Waste prior to June 1, 2016, for which vesting was accelerated in the prior year period due to plan provisions regarding a change in control followed by termination of employment and resulting from less outstanding shares in the current period which are subject to valuation adjustments each period, based on changes in fair value, a decrease in equity-based compensation expenses of $2.3 million resulting from the acceleration of vesting in the prior year period of performance share units granted to Old Waste Connections’ management in 2014 and 2015 and a decrease of $2.2 million consisting of SG&A expenses from operations divested in 2017.

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SG&A expenses as a percentage of revenues decreased 1.3 percentage points to 10.6% for the three months ended September 30, 2017, from 11.9% for the three months ended September 30, 2016. The decrease as a percentage of revenues consists of a 0.70.1 percentage point decrease from integration-related professional fees and severance-related expenses related to Progressive Waste and a 0.5 percentage point decrease from the nonrecurring prior year accrual of incentivein deferred compensation expenses, to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the acquisition of Progressive Waste and a 0.1 percentage point decrease from the net impact of SG&A expenses from operating locations acquired during, or subsequent to, the three months ended September 30, 2016.

SG&A expenses as a percentage of revenues decreased 4.0 percentage points to 11.0% for the nine months ended September 30, 2017, from 15.0% for the nine months ended September 30, 2016. The decrease as a percentage of revenues consists of a 1.2 percentage point decrease from the decrease in direct acquisition costs, a 1.0 percentage point decrease from integration-related professional fees and severance-related expenses related to Progressive Waste, a 0.9 percentage point decrease from the net impact of SG&A expenses from operating locations acquired in the Progressive Waste acquisition and all other acquisitions closed during, or subsequent to, the nine months ended September 30, 2016, a 0.6 percentage point decrease from excise taxes paid in the prior year period, a 0.2 percentage point decrease from the nonrecurring prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the acquisition of Progressive Waste and a net 0.1 percentage point decrease from other changes.

Depreciation.  Depreciation expense increased $11.2 million, or 8.9%, to $136.9 million for the three months ended September 30, 2017, from $125.7 million for the three months ended September 30, 2016.  The increase was primarily the result of additional depreciation and depletion expense of $4.7 million from other acquisitions closed during, or subsequent to, the three months ended September 30, 2016,2022 having lower SG&A costs as a percentage of revenue than our company average and a 0.1 percentage point decrease from all other changes, partially offset by a 0.2 percentage point increase in administrative payroll expenses and a 0.2 percentage point increase in incentive compensation expenses.

SG&A expenses as a percentage of revenues increased 0.4 percentage points to 10.1% for the nine months ended September 30, 2023, from 9.7% for the nine months ended September 30, 2022. The increase as a percentage of revenues was primarily attributable to a 0.3 percentage point increase in executive separation costs, a 0.2 percentage point increase in deferred compensation expense and a 0.2 percentage point increase in administrative payroll expenses, partially offset by a 0.2 percentage point decrease in direct acquisition expenses due to a decrease in acquisition activity and a 0.1 percentage point decrease from all other changes.

Depreciation.  Depreciation expense increased $21.7 million, or 11.2%, to $215.0 million for the three months ended September 30, 2023, from $193.3 million for the three months ended September 30, 2022. The increase was comprised of an increase in depreciation and depletion expense of $14.7 million from acquisitions closed during, or subsequent to, the three months ended September 30, 2022, an increase in depreciation expense of $3.9$4.7 million associated withfrom the impact of additions to our fleet and equipment purchased to support our existing operations and an increase in depletion expense$2.9 million of $4.8 million at our existing landfills due primarily to an increase in volumes,other net increases, partially offset by a decrease of $2.2$0.6 million resulting from a lower average foreign currency exchange rate in effect during the disposal of property and equipment with operations divested in 2017.

current period.

Depreciation expense increased $124.0$70.2 million, or 45.8%12.5%, to $395.0$632.4 million for the nine months ended September 30, 2017,2023, from $271.0$562.2 million for the nine months ended September 30, 2016.2022. The increase was primarily the resultcomprised of additionalan increase in depreciation and depletion expense of $93.7$48.1 million from assets acquired in the Progressive Waste acquisition, additional depreciation and depletion expense of $12.9 million from all other acquisitions closed during, or subsequent to, the nine months ended September 30, 2016,2022, an increase in depreciation expense of $9.0$19.8 million associated withfrom the impact of additions to our fleet and equipment purchased to support our existing operations and an increase in depletion expense$5.5 million of $11.4 million at our existing landfills due primarily to an increase in volumes,other net increases, partially offset by a decrease of $3.0$3.2 million resulting from a lower average foreign currency exchange rate in effect during the disposal of property and equipment with operations divested in 2017.

current period.

Depreciation expense as a percentage of revenues decreased 0.2increased 0.1 percentage points to 11.4%10.4% for the three andmonths ended September 30, 2023, from 10.3% for the three months ended September 30, 2022. Depreciation expense as a percentage of revenues remained flat at 10.5% for the nine months ended September 30, 2017, from 11.6%2023 and 2022. The increase for the three and nine months ended September 30, 2016. The decreases2023 as a percentage of revenues were duewas primarily attributable to acquisitions closed during, or subsequent to, the three months ended September 30, 2022 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of leveraging existing property and equipment to supportprice driven revenue increases in our E&P revenue and revenue from the sale of recyclable commodities.solid waste services.

Amortization of Intangibles.  Amortization of intangibles expense decreased $0.3increased $0.5 million, or 1.2%1.4%, to $26.6$39.4 million for the three months ended September 30, 2017,2023, from $26.9$38.9 million for the three months ended September 30, 2016.2022. The decrease in amortization expenseincrease was the result of $5.1 million from intangible assets acquired in acquisitions closed during, or subsequent to, the three months ended September 30, 2022, partially offset by a decrease of $2.9$4.4 million from certain intangible assets becoming fully amortized subsequent to September 30, 2016, adjustments to the fair market values of intangible assets acquired in the Progressive Waste acquisition, which were recorded in the fourth quarter of 2016, resulting in a reduction to amortization expense subsequent to September 30, 20162022, and a decrease of $0.5$0.2 million resulting from a lower average foreign currency exchange rate in effect during the disposal of intangible assets with operations divested in 2017, partially offset by $3.1 million from intangible assets acquired in other acquisitions closed subsequent to September 30, 2016.

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current period.

Amortization of intangibles expense increased $28.2$3.8 million, or 57.8%3.3%, to $76.9$117.8 million for the nine months ended September 30, 2017,2023, from $48.7$114.0 million for the nine months ended September 30, 2016.2022. The increase in amortization expense was the result of $27.7$19.3 million recorded on contracts, customer lists and transfer station permitsfrom intangible assets acquired in the Progressive Waste acquisition and a net increase of $6.6 million from other acquisitions closed in 2016 and 2017,during, or subsequent to, the nine months ended September 30, 2022, partially offset by a decrease of $5.3$14.6 million from certain intangible assets becoming fully amortized subsequent to September 30, 2016 and adjustments to the fair market values of intangible assets acquired in the Progressive Waste acquisition, which were recorded in the fourth quarter of 2016, resulting in a reduction to amortization expense subsequent to September 30, 20162022, and a decrease of $0.8$0.9 million resulting from a lower average foreign currency exchange rate in effect during the disposalcurrent period.

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Amortization of intangibles expense as a percentage of revenues decreased 0.30.2 percentage points to 2.2%1.9% for the three months ended September 30, 2017,2023, from 2.5%2.1% for the three months ended September 30, 2016 due primarily to the aforementioned adjustments recorded in the fourth quarter2022. Amortization of 2016 to intangible assets acquired in the Progressive Waste acquisition. Amortizationintangibles expense as a percentage of revenues increaseddecreased 0.1 percentage points to 2.2%2.0% for the nine months ended September 30, 2017,2023, from 2.1% for the nine months ended September 30, 2016.2022. The increasedecreases as a percentage of revenues waswere attributable to the result of the net impact of the aforementioned intangible assets acquiredprice-driven revenue increases in the Progressive Waste acquisition and other acquisitions closed subsequent to September 30, 2016.our solid waste services.

Impairments and Other Operating Items.  Impairments and other operating items decreased $6.9increased $43.0 million to $56.4 million of net losses totaling $0.8 million for the three months ended September 30, 2017,2023, from $13.4 million of net losses totaling $7.7 million for the three months ended September 30, 2016.

2022.

The net losses of $0.8$56.4 million recorded during the three months ended September 30, 2017 consisted of $6.72023 resulted from $31.3 million of charges recorded to increaseadjust 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 amounts payable under liability-classified contingent consideration arrangements associated with acquisitions closed prior to 2017, $1.4 million of losses on trucks and equipment that were disposed of through sales orassets impaired as a result of being damaged in operations, $0.6an adjustment to fair market value and $3.0 million of charges related to the settlement of legal matters, partially offset by $2.9 million of other net credits.

The net losses of $13.4 million recorded during the three months ended September 30, 2022 consisted of an $8.4 million lawsuit judgment accrual and $5.5 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to theirthe original estimated termination date, and $0.7partially offset by $0.5 million of other net charges, partially offset by the reversal of $6.4 million of expenses recognized in prior periods to adjust the carrying cost of assets held for disposal to fair market value due to modifications to our divestiture plan and changes in the fair market value of the divested operations and net gains of $2.2 million from the divestiture of operations not classified as held for disposal in prior periods.

The net losses of $7.7 million recorded during the three months ended September 30, 2016 consisted of impairment charges totaling $2.7 million related to four operating locations in our E&P segment which were permanently closed in 2016, a $4.6 million charge to terminate an operating lease for our corporate aircraft and $0.4 million of net losses on the disposal of other operating assets.

credits.

Impairments and other operating items increased $136.7$49.7 million, to net losses totaling $141.3$69.2 million for the nine months ended September 30, 2017,2023, from net losses totaling $4.6$19.5 million for the nine months ended September 30, 2016.

2022.

The net losses of $141.3$69.2 million recorded during the nine months ended September 30, 20172023 consisted of a goodwill impairment charge$31.3 million of $77.3 million at our E&P segment resulting from our early adoption of a new accounting standard on January 1, 2017 which required the recognition of goodwill impairment by the amount which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill, a $35.7 million expense chargecharges to adjust the carrying cost of assets held for disposal to fair market value and an $9.6 million expense charge to increase the fair value of an amount payable under a liability-classified contingent consideration arrangement from an acquisitionliabilities associated with acquisitions closed in 2015 by Progressive Waste, $8.4prior periods, $25.0 million of charges recorded to increaseadjust the carrying value of certain amounts payable under liability-classified contingent consideration arrangements associated with other acquisitions closed priorassets impaired as a result of an adjustment to 2016, $8.1fair market value, $6.8 million of charges to write off the carrying cost of certain contracts primarily acquired from the Progressive Waste acquisition, that were not, or are not expected to be, renewed prior to theirthe original estimated termination date $3.7and $5.8 million of losses on disposal of property and equipment that were disposed of through sales or as a result of being damaged in operations and $0.7$0.3 million of other net charges, partially offset by net gains of $2.2 million from the divestiture of operations not classified as held for disposal in prior periods.

adjustments.

The net losses of $4.6$19.5 million recorded during the nine months ended September 30, 20162022 consisted of $0.9$10.5 million of net losses oncharges to write off the disposalcarrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date, an $8.4 million lawsuit judgment accrual and $0.6 million of other operating assets, the aforementioned charges of $2.7 million related to impairments at our E&P segment and $4.6 million for our aircraft lease termination, which were partially offset by a gain of $2.4 million resulting from the decrease to the fair value of an amount payable under a liability-classified contingent consideration arrangement from a prior year acquisition and a gain of $1.2 million from the favorable settlement of a legal matter.net charges.

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Operating Income.  Operating income increased $60.1$26.2 million, or 37.9%8.0%, to $218.8$353.0 million for the three months ended September 30, 2017,2023, from $158.7$326.8 million for the three months ended September 30, 2016.  2022. 

The increase was primarily attributable toin our operating income contributedfor the three months ended September 30, 2023 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, 2022 and lower direct acquisition expenses, partially offset by an increase in 2017, gross margins recognized on solid wastecharges related to adjustments for contingent consideration liabilities and E&P volume growth and a decrease in impairments and other operating charges.

lower recyclable commodity pricing in the period.

Operating income increased $139.0$81.6 million, or 44.4%8.8%, to $452.1$1.012 billion for the nine months ended September 30, 2023, from $930.2 million for the nine months ended September 30, 2017, from $313.1 million2022. 

The increase in our operating income for the nine months ended September 30, 2016.  The increase2023 was due primarily attributable to price increases for our solid waste services, operating income contributedgenerated from the June 2016 acquisition of Progressive Waste and other acquisitions closed during, or subsequent to, the nine months ended September 30, 2022 and an increase in 2017, and a decrease in certain SG&A expenses for direct acquisition costs, employee severance, excise taxes and share-based compensation resulting from the acquisition of Progressive Waste,earnings at our E&P waste operations, partially offset by an increase in impairments and other operating items resulting primarily from a goodwill impairment charge at our E&P segment, charges related to adjust the carrying cost of assets heldadjustments for disposal to fair market value and charges to increase the fair value of amounts payable under liability-classified contingent consideration arrangements.

Operating income as a percentage of revenues increased 3.5 percentage points to 18.1% forliabilities and impairments, lower recyclable commodity pricing in the three months ended September 30, 2017, from 14.6% for the three months ended September 30, 2016.  The increase as a percentage of revenues was comprised of a 1.3 percentage point decrease in SG&A expense, a 1.1 percentage pointperiod and an increase in costexecutive separation costs.

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Operating income as a percentage of revenues decreased 0.50.3 percentage points to 13.0%17.1% for the ninethree months ended September 30, 2017,2023, from 13.5%17.4% for the ninethree months ended September 30, 2016.2022.  The decrease as a percentage of revenues was comprised of a 3.92.0 percentage point increase in impairments and other operating items a 0.7 percentage point increase in cost of operations and a 0.1 percentage point increase in amortizationdepreciations expense, partially offset by a 4.01.2 percentage point decrease in our costs of operations, a 0.4 percentage point decrease in SG&A expense and a 0.2 percentage point decrease in depreciationamortization expense.

Operating income as a percentage of revenues decreased 0.5 percentage points to 16.9% for the nine months ended September 30, 2023, from 17.4% for the nine months ended September 30, 2022.  The decrease as a percentage of revenues was comprised of a 0.8 percentage point increase in impairments and other operating items and a 0.4 percentage point increase in SG&A expense, partially offset by a 0.6 percentage point decrease in our costs of operations and a 0.1 percentage point decrease in amortization expense.

Interest Expense.  Interest expense increased $4.9$17.8 million, or 17.6%34.9%, to $32.5$69.0 million for the three months ended September 30, 2017,2023, from $27.6$51.2 million for the three months ended September 30, 2016.2022. The increase was primarily attributable to an increase of $3.4 million from the April 2017 issuance of our 2017A Senior Notes, an increase of $2.8 million due to higher interest rates on outstanding borrowings under our Credit Agreement and $0.3 million of other net increases, partially offset by a decrease of $1.0$10.4 million due to a decreasenet increase in the average borrowings outstanding under our Credit Agreement and a decreaseTerm Loan Agreement, an increase of $0.6$4.0 million resulting from a $175the issuance of $750 million principalof senior unsecured notes during, or subsequent to, the three months ended September 30, 2022, an increase of $2.9 million from higher interest rate swap agreement expiring in February 2017rates on borrowings outstanding under our Credit Agreement and being replaced with two new interest rate swap agreements, totaling $175$0.5 million at a lower fixed interest rate.

of other net expense increases.

Interest expense increased $27.5$67.3 million, or 42.1%49.0%, to $92.8$204.9 million for the nine months ended September 30, 2017,2023, from $65.3$137.6 million for the nine months ended September 30, 2016.2022. The increase was primarily attributable to an increase of $8.8 million from the June 2016 issuance of our New 2021 Senior Notes, 2023 Senior Notes and 2026 Senior Notes, an increase of $6.5$30.0 million due to higher interest rates on outstanding borrowings under our Credit Agreement, an increase of $6.0 million from the April 2017 issuance of our 2017A Senior Notes, an increase of $5.8 million due to ana net increase in the average borrowings outstanding under our Credit Agreement a combinedand Term Loan Agreement, an increase in fees associated withof $22.7 million from the issuance of $1.250 billion of senior unsecured notes during, or subsequent to, the nine months ended September 30, 2022, an increase of $13.2 million from higher interest rates on borrowings outstanding under our Credit Agreement of $1.7 million due to increases in outstanding letters of credit and commitment fees on unused borrowings and $1.0$1.4 million of other net increases, partially offset by a decrease of $1.5 million resulting from a $175 million principal interest rate swap agreement expiring in February 2017 and being replaced with two new interest rate swap agreements, totaling $175 million, at a lower fixed interest rate and a decrease of $0.8 million for the redemption of our 2016 Notes using proceeds from the 2015 Old Waste Connections Credit Agreement which had a lower interest rate relative to the fixed interest rate in effect when the 2016 Notes were outstanding.expense increases.

Interest Income.  Interest income increased $1.5$1.0 million to $1.7$2.8 million for the three months ended September 30, 2017,2023, from $0.2$1.8 million for the three months ended September 30, 2016.2022. Interest income increased $2.7$4.3 million to $3.1$6.9 million for the nine months ended September 30, 2017,2023, from $0.4$2.6 million for the nine months ended September 30, 2016.2022. The increases were primarily attributable to higher average outstanding cash balances during the three and nine months ended September 30, 2017, as compared to the cash balances on hand during the comparable prior year periods, and higher reinvestmentinvestment rates in the current periods.period.

Other Income, (Expense), Net.  Other income, (expense), net increased $1.2decreased $3.1 million, to an income total of $1.7$5.4 million for the three months ended September 30, 2017,2023, from an income total of $0.5$8.5 million for the three months ended September 30, 2016, due primarily to the receipt of insurance proceeds in excess of the carrying value of certain property and equipment damaged in accidents.2022.

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Other income (expense), net, increased $3.9of $5.4 million to an income total of $3.6 million forrecorded during the ninethree months ended September 30, 2017, from2023 consisted of a $4.2 million reduction to certain accrued liabilities acquired in an expense total of $0.3 million for the nine months ended September 30, 2016. The increase was primarily attributable to the non recurrence ofacquisition closed in a prior year charge of $1.4period and $3.7 million resulting from the write off of unamortized debt issuance costs, $1.2in other net income sources, partially offset by $2.0 million from the receipt of insurance proceedsa decrease in excess of the carrying value of certain property and equipment damaged in accidents, an increase of $1.0 million of income from investments purchased to fund our employee deferred compensation obligations and $0.3$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 of $8.5 million recorded during the three months ended September 30, 2022 consisted of income from transactions primarily as a result of the impact from changes in foreign currency exchange rates on certain debt of $6.0 million and $2.5 million of other net income.

Other income, net increased $6.0 million, to $8.4 million for the nine months ended September 30, 2023, from $2.4 million for the nine months ended September 30, 2022.

Other income of $8.4 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, $3.8 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.

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Other income of $2.4 million recorded during the nine months ended September 30, 2022 consisted of income from transactions primarily as a result of the impact from changes in foreign currency exchange rates on certain debt of $7.9 million and $0.7 million of other income, partially offset by $6.2 million from a decline in the value of investments purchased to fund our employee deferred compensation obligations.

Income Tax Provision.  Income tax provisiontaxes increased $21.9$14.2 million, to $64.4$63.0 million for the three months ended September 30, 2017,2023, from $42.5$48.8 million for the three months ended September 30, 2016.2022. Our effective tax rate for the three months ended September 30, 20172023 was 34.3%21.6%. Our effective tax rate for the three months ended September 30, 20162022 was 32.3%17.1%. Income tax provisiontaxes increased $13.5$30.0 million, to $100.2$185.9 million for the nine months ended September 30, 2017,2023, from $86.7$155.9 million for the nine months ended September 30, 2016.2022. Our effective tax rate for the nine months ended September 30, 20172023 was 27.6%22.6%. Our effective tax rate for the nine months ended September 30, 20162022 was 34.9%19.5%.

 

The income tax provision for the three and nine months ended September 30, 2017 includes2023 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 income from internal financing being untaxed or taxed at effective rates substantially lower than the U.S. federal statutory rate. During the three and nine months ended September 30, 2017, income tax expense was increased by $3.8 million primarily as a result of an increase in the state income tax rate in Illinois. The impairment of goodwill within our E&P segment and disposal of goodwill resulting from the divestitures of certain operations resulted in the write off of goodwill that was not deductible for tax purposes totaling $21.3 million and $30.0 million during the three and nine months ended September 30, 2017, respectively, increasing our tax expense by $8.2 million and $11.5 million during the three and nine months ended September 30, 2017, respectively.

The income tax provision for the nine months ended September 30, 20172022 included $6.8a benefit of $2.5 million from adopting a new accounting standard in January 2017 which requires all income tax effects of share-based payment awards to bebeing 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 awards are settled, whereas previously the tax benefits in excess of compensation cost were recorded in equity.U.S. federal statutory rate.

SEGMENT RESULTS

General

No single contract or customer accounted for more than 10% of our total revenues at the consolidated or reportable segment level during the periods presented. The following tables reflect a breakdown oftable disaggregates our revenue and inter-company eliminationsby service line for the periods indicated (dollars in(in thousands of U.S. dollars).

  Three months ended September 30, 2017 
  Revenue  Intercompany
Revenue
  Reported
Revenue
  % of Reported
Revenue
 
Solid waste collection $815,344  $(2,484) $812,860   67.4%
Solid waste disposal and transfer  416,764   (157,280)  259,484   21.5 
Solid waste recycling  43,864   (2,295)  41,569   3.5 
E&P waste treatment, recovery and disposal  57,797   (3,082)  54,715   4.5 
Intermodal and other  38,221   (371)  37,850   3.1 
Total $1,371,990  $(165,512) $1,206,478   100.0%

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2023

    

2022

    

2023

    

2022

Commercial

 

$

630,641

 

$

564,592

$

1,848,723

$

1,602,793

Residential

538,364

487,995

1,582,289

1,391,603

Industrial and construction roll off

343,740

315,904

1,002,085

870,949

Total collection

1,512,745

1,368,491

4,433,097

3,865,345

Landfill

390,330

345,215

1,116,707

984,700

Transfer

313,214

271,685

892,757

751,117

Recycling

36,103

48,246

105,724

178,845

E&P

62,066

56,995

172,431

154,706

Intermodal and other

44,984

47,604

122,655

139,605

Intercompany

(294,698)

(258,368)

(857,029)

(731,760)

Total

 

$

2,064,744

 

$

1,879,868

$

5,986,342

$

5,342,558

53

Effective April 1, 2023, we modified our organizational structure under new regional operating segments as the result of continued growth in our business. We now report revenue and segment EBITDA based on the following six geographic solid waste operating segments: Southern, Western, Central, Eastern, Canada and MidSouth. A small number of operating locations have been reallocated from the Western segment to the Central segment, the previous Eastern segment has been bifurcated into two smaller geographies now referred to as the Eastern segment and MidSouth segment, and a small number of operating locations have been reallocated from the Southern segment to the MidSouth segment. Our six geographic solid waste operating segments comprise our reportable segments.  Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts.  While certain corporate or regional overhead expense allocations may affect comparability on a period-over-period basis, the segment information presented herein reflects the realignment of these regions.

41

Table of Contents

  Three months ended September 30, 2016 
  Revenue  Intercompany
Revenue
  Reported
Revenue
  % of Reported
Revenue
 
Solid waste collection $760,281  $(2,472) $757,809   69.9%
Solid waste disposal and transfer  377,998   (144,459)  233,539   21.5 
Solid waste recycling  32,138   (2,523)  29,615   2.7 
E&P waste treatment, recovery and disposal  33,673   (3,608)  30,065   2.8 
Intermodal and other  34,155   (261)  33,894   3.1 
Total $1,238,245  $(153,323) $1,084,922   100.0%
                 
  Nine months ended September 30, 2017 
  Revenue  Intercompany
Revenue
  Reported
Revenue
  % of Reported
Revenue
 
Solid waste collection $2,380,821  $(7,075) $2,373,746   68.3%
Solid waste disposal and transfer  1,189,965   (459,659)  730,306   21.0 
Solid waste recycling  131,445   (7,229)  124,216   3.6 
E&P waste treatment, recovery and disposal  147,662   (8,921)  138,741   4.0 
Intermodal and other  107,418   (1,114)  106,304   3.1 
Total $3,957,311  $(483,998) $3,473,313   100.0%
                 
  Nine months ended September 30, 2016 
  Revenue  Intercompany
Revenue
  Reported
Revenue
  % of Reported
Revenue
 
Solid waste collection $1,619,827  $(5,571) $1,614,256   69.4%
Solid waste disposal and transfer  804,928   (307,308)  497,620   21.4 
Solid waste recycling  60,876   (4,554)  56,322   2.4 
E&P waste treatment, recovery and disposal  97,259   (9,228)  88,031   3.8 
Intermodal and other  71,401   (389)  71,012   3.0 
Total $2,654,291  $(327,050) $2,327,241   100.0%

Our CODMChief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. We define segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items and other income (expense) and foreign currency transaction gain (loss). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. Our management uses segment EBITDA in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.

We manage our operations through five geographic operating segments and our E&P segment, which includes the majority of our E&P waste treatment and disposal operations. Our five geographic operating segments and our E&P segment comprise our reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts.  In the third quarter of 2017, we moved a district from our Eastern segment to our Canada segment as a significant amount of its revenues are received from Canadian-based customers. The segmentSummarized financial information presented herein reflects the realignment of this district.

54

Under the current orientation, our Southern segment services customers located in Alabama, Arkansas, Florida, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas; our Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming; our Eastern segment services customers located in Illinois, Iowa, Kentucky, Maryland, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, eastern Tennessee, Vermont and Wisconsin; our Canada segment services customers located in the state of Michigan and in the provinces of Alberta, British Columbia, Manitoba, Ontario and Québec; and our Central segment services customers located in Arizona, Colorado, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming. The E&P segment services E&P customers located in Arkansas, Louisiana, New Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico.

Revenues, net of intercompany eliminations, for our reportable segments are shown in the following tabletables in thousands of U.S. dollars and as a percentage of total revenuessegment revenue for the periods indicated: indicated.

 Three months ended September 30,  Nine months ended September 30, 
 2017  2016  2017  2016 

Three Months Ended

EBITDA

Depreciation and

September 30, 2023

    

Revenue

EBITDA (b)

Margin

Amortization

Southern $280,528   23.3% $279,909   25.8% $846,034   24.4% $437,378   18.8%

$

413,578

$

133,072

32.2

%  

$

44,630

Western  261,877   21.7   246,891   22.8   754,959   21.7   702,556   30.2 

 

432,462

 

124,433

28.8

%  

 

50,262

Central

 

372,862

 

137,823

37.0

%  

 

43,156

Eastern  246,267   20.4   191,979   17.7   718,302   20.7   437,804   18.8 

353,109

100,779

28.5

%  

53,088

Canada  197,055   16.3   180,572   16.6   546,149   15.7   245,711   10.6 

 

263,095

 

108,524

41.2

%  

 

31,361

Central  166,360   13.8   155,267   14.3   470,087   13.5   414,874   17.8 
E&P  54,391   4.5   30,304   2.8   137,782   4.0   88,918   3.8 
 $1,206,478   100.0% $1,084,922   100.0% $3,473,313   100.0% $2,327,241   100.0%

MidSouth

 

229,638

 

61,923

27.0

%  

 

29,920

Corporate(a)

 

 

(2,729)

 

1,955

$

2,064,744

$

663,825

32.2

%  

$

254,372

Three Months Ended

EBITDA

Depreciation and

September 30, 2022

    

Revenue

EBITDA (b)

Margin

Amortization

Southern

$

383,437

$

122,472

31.9

%  

$

44,036

Western

 

370,189

 

109,736

29.6

%  

 

38,710

Central

 

338,889

 

122,471

36.1

%  

 

40,052

Eastern

329,258

77,384

23.5

%  

49,304

Canada

 

242,314

 

87,910

36.3

%  

 

29,530

MidSouth

 

215,781

 

64,036

29.7

%  

 

28,650

Corporate(a)

 

 

(11,657)

 

1,864

$

1,879,868

$

572,352

30.4

%  

$

232,146

Segment EBITDA for our reportable segments is shown in the following table in thousands

Nine Months Ended

EBITDA

Depreciation and

September 30, 2023

    

Revenue

EBITDA (b)

Margin

Amortization

Southern

$

1,227,532

$

384,660

31.3

%  

$

135,554

Western

 

1,247,273

 

354,682

28.4

%  

 

148,373

Central

 

1,082,032

 

384,538

35.5

%  

 

127,323

Eastern

1,025,662

260,569

25.4

%  

153,436

Canada

 

738,956

 

286,703

38.8

%  

 

92,117

MidSouth

 

664,887

 

182,072

27.4

%  

 

87,299

Corporate(a)

 

 

(22,142)

 

5,985

$

5,986,342

$

1,831,082

30.6

%  

$

750,087

42

 Three months ended September 30,  Nine months ended September 30, 
 2017  2016  2017  2016 

Nine Months Ended

EBITDA

Depreciation and

September 30, 2022

    

Revenue

EBITDA (b)

Margin

Amortization

Southern $63,171   22.5% $62,189   22.2% $199,280   23.6% $98,906   22.6%

$

1,103,299

$

341,006

30.9

%  

$

130,123

Western  84,861   32.4   84,214   34.1   247,475   32.8   237,839   33.9 

 

1,050,433

 

315,114

30.0

%  

 

110,914

Central

 

954,137

 

333,866

35.0

%  

 

115,427

Eastern  74,018   30.1   57,699   30.1   209,315   29.1   135,456   30.9 

909,914

214,335

23.6

%  

139,722

Canada  74,369   37.7   66,235   36.7   200,283   36.7   91,471   37.2 

 

707,404

 

265,402

37.5

%  

 

88,809

Central  64,607   38.8   58,079   37.4   177,975   37.9   154,510   37.2 
E&P  27,881   51.3   8,919   29.4   63,518   46.1   21,953   24.7 

MidSouth

 

617,371

 

175,133

28.4

%  

 

84,368

Corporate(a)  (5,751)  -   (18,299)  -   (32,535)  -   (102,653)  - 

 

 

(19,042)

 

6,767

 $383,156   31.8% $319,036   29.4% $1,065,311   30.7% $637,482   27.4%

$

5,342,558

$

1,625,814

30.4

%  

$

676,130

____________________

(a)The majority of Corporate expenses are allocated to the six operating segments.  Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA for our Corporate segment for the periods presented.
(b)For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in our most recent Annual Report on Form 10-K.

(a)       Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions.  Amounts reflected are net of allocations to the six operating segments.

A reconciliation of segment EBITDA to Income before income tax provision is included in Note 1011 to our Condensed Consolidated Financial Statements included in Part 1, Item 1 of this report.

Significant changes in revenue, EBITDA and segment EBITDAdepreciation, depletion and amortization for our reportable segments for the three and nine month periods ended September 30, 2017,2023, compared to the three and nine month periods ended September 30, 2016,2022, are discussed below: below.

Segment Revenue

Southern

Revenue in our Southern segment increased $0.6$30.2 million or 0.2%, to $280.5$413.6 million for the three months ended September 30, 2017,2023, from $279.9$383.4 million for the three months ended September 30, 2016.  The components of the increase consisted of net2022, due to solid waste price increases, of $10.0 million, net revenue growthcontributions from acquisitions, closedincreased E&P waste revenues attributable to increases in the demand for our E&P waste services, partially offset by lower volumes in our residential and commercial lines of business and a decrease in post-collection volumes.

Revenue increased $124.2 million to $1.228 billion for the nine months ended September 30, 2023, from $1.103 billion for the nine months ended September 30, 2022, 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 increased landfill volumes in our Florida market driven by the impact of Hurricane Ian on construction and demolition activity in the first three months of 2023, partially offset by lower residential collection volumes due to the purposeful non-renewal of a collection contract during the prior year period and other decreases in residential volumes, lower transfer station volumes and a decrease in recyclable commodity prices as compared to the prior years.

EBITDA increased $10.6 million to $133.1 million, or subsequent to,a 32.2% EBITDA margin for the three months ended September 30, 2016, of $2.92023, from $122.5 million, increased recyclable commodity sales of $0.6 million resulting fromor a 31.9% EBITDA margin for the three months ended September 30, 2022. The increase in our EBITDA margin for the three months ended September 30, 2023 was due to the impact of higher prices for recyclable commoditiesprice-led revenue growth, lower trucking costs and disposal expense related to lower transfer station volumes, and a decrease in July and August 2017 and increases of $0.5 million from higher E&P disposal volumes at our solid waste landfills,facility repair costs, partially offset by net revenue reductionsan increase in auto and workers’ compensation claim costs driven by higher average claim expense and an increase in labor costs due primarily to wage increases.

EBITDA increased $43.7 million to $384.7 million, or a 31.3% EBITDA margin for the nine months ended September 30, 2023, from divestitures closed$341.0 million, or a 30.9% EBITDA margin for the nine months ended September 30, 2022. The increase in 2017 of $7.7 million,our EBITDA margin for the nine months ended September 30, 2023 was due to price-led increases in solid waste volume decreases of $4.9 million primarilyrevenue, contribution from the declinesaforementioned hurricane-driven construction and demolition activity, the impact of acquisitions having higher EBITDA margins than our segment average, lower trucking costs related to lower transfer station volumes, decreases in diesel and natural gas costs due to a decline in average fuel prices, the purposeful non-

43

renewal of a residential volumes resulting from certain contracts acquired withcontract and increased earnings at our E&P waste operations, partially offset by an increase in auto and workers’ compensation claim expenses driven by higher average claim costs, higher labor costs due to wage increases and increased leachate expense.

Depreciation, depletion and amortization expense increased $0.6 million, to $44.6 million for the acquisition of Progressive Waste that were terminated subsequent tothree months ended September 30, 20162023, from $44.0 million for the three months ended September 30, 2022. Depreciation, depletion and declines in commercial volumes dueamortization expense increased $5.5 million, to intentional losses of certain low margin customers and other revenue decreases of $0.8 million.

55

Revenue in our Southern segment increased $408.6 million, or 93.4%, to $846.0$135.6 million for the nine months ended September 30, 2017,2023, from $437.4$130.1 million for the nine months ended September 30, 2016.2022.  The components ofincreases for the increase consisted of net price increases of $17.2 million, net revenue growth from acquisitions closed during, or subsequent to, thethree and nine months ended September 30, 2016, of $406.0 million, increased recyclable commodity sales of $1.2 million resulting from the impact of higher prices for recyclable commodities through August 2017 and increases of $1.2 million from higher E&P disposal volumes at our solid waste landfills,2023 were due to assets acquired in acquisitions, partially offset by net revenue reductions from divestitures closeda reduction in 2017 of $8.4 million, solid waste volume decreases of $7.8 million primarily from the declines in residential volumes resulting from certain contracts acquiredamortization expense associated with the acquisition of Progressive Waste that were terminated subsequent to September 30, 2016 and declines in commercial volumes due to intentional lossesloss of certain low margin customers and other revenue decreases of $0.8 million.residential service contracts.

Western

Revenue in our Western segment increased $15.0$62.3 million or 6.1%, to $261.9$432.5 million for the three months ended September 30, 2017,2023, from $246.9$370.2 million for the three months ended September 30, 2016.2022. Revenue increased $196.9 million to $1.247 billion for the nine months ended September 30, 2023, from $1.050 billion for the nine months ended September 30, 2022.  The components ofincreases for the increase consisted of solid waste volumethree and nine months ended September 30, 2023 were due to contributions from acquisitions, price increases of $7.1 million associated withand increases in residential collection,and commercial collection volumes, partially offset by decreased roll off collection, landfill municipal solid waste and landfill special waste, netpost-collection volumes, a decrease in the price increases of $5.1 million, increased recyclable commodity sales of $1.1 million resulting from the impact of higher prices for recyclable commodities in Julyas compared to the prior year periods and August 2017, net revenue growth from acquisitions closed during,lower intermodal revenue.

EBITDA increased $14.7 million to $124.4 million, or subsequent to,a 28.8% EBITDA margin for the three months ended September 30, 2016, of $1.52023, from $109.7 million, or a 29.6% EBITDA margin for the three months ended September 30, 2022. EBITDA increased $39.6 million to $354.7 million, or a 28.4% EBITDA margin for the nine months ended September 30, 2023, from $315.1 million, or a 30.0% EBITDA margin for the nine months ended September 30, 2022. The decreases in our EBITDA margin for the three and nine months ended September 30, 2023 were due to an increase in auto and workers’ compensation claim costs driven by higher average claim expense, an increase in allocated corporate overhead, higher labor costs due primarily to wage increases, higher leachate and other revenue increaseslandfill maintenance costs and an increase in processing costs incurred for recyclable material driven primarily by a decrease in commodity values, partially offset by lower trucking costs and the benefits from the impact of $0.2 million.acquisitions having higher EBITDA margins than our segment average.

Revenue in our Western segmentDepreciation, depletion and amortization expense increased $52.4$11.6 million, or 7.5%, to $755.0$50.3 million for the three months ended September 30, 2023, from $38.7 million for the three months ended September 30, 2022. Depreciation, depletion and amortization expense increased $37.5 million, to $148.4 million for the nine months ended September 30, 2017,2023, from $702.6$110.9 million for the nine months ended September 30, 2016.2022.  The components ofincreases for the increase consisted of solid waste volume increases of $28.9 million associated with residential collection, commercial collection, roll off collection, landfill municipal solid wastethree and landfill special waste, net price increases of $11.7 million, increased recyclable commodity sales of $7.7 million resulting from the impact of higher prices for recyclable commodities through August 2017, increased intermodal revenues of $1.5 million resulting from higher intermodal cargo volume, net revenue growth from acquisitions and divestitures closed during, or subsequent to, the nine months ended September 30, 2016, of $2.3 million2023 were due to assets acquired in acquisitions and other revenue increases of $0.3 million.additions to our fleet and equipment.

Central

Revenue in our Eastern segment increased $54.3$34.0 million or 28.3%, to $246.3$372.9 million for the three months ended September 30, 2017,2023, from $192.0$338.9 million for the three months ended September 30, 2016.  The components of2022. Revenue increased $127.9 million to $1.082 billion for the increase consisted of net revenue growth from acquisitions closed during, or subsequent to, the threenine months ended September 30, 2016, of $55.5 million, solid waste volume increases of $3.0 million as increased roll off collection, transfer station, landfill municipal solid waste and landfill special waste offset decreased residential collection, net price increases of $5.7 million, increased recyclable commodity sales of $1.7 million resulting2023, from the impact of higher prices for recyclable commodities in July and August 2017 and other net revenue increases of $0.3 million, partially offset by net revenue reductions from divestitures closed in 2017 of $11.9 million.

Revenue in our Eastern segment increased $280.5 million, or 64.1%, to $718.3$954.1 million for the nine months ended September 30, 2017,2022.  The increases for the three and nine months ended September 30, 2023 were due to price increases and contributions from $437.8acquisitions, partially offset by lower residential revenues and a decrease in the value of recyclable commodities compared to the prior year periods.

EBITDA increased $15.3 million to $137.8 million, or a 37.0% EBITDA margin for the three months ended September 30, 2023, from $122.5 million, or a 36.1% EBITDA margin for the three months ended September 30, 2022. EBITDA increased $50.6 million to $384.5 million, or a 35.5% EBITDA margin for the nine months ended September 30, 2023, from $333.9 million, or a 35.0% EBITDA margin for the nine months ended September 30, 2022. The increases in our EBITDA margin for the three and nine months ended September 30, 2023 were due to the benefits from price-led increases in revenue, decreases in diesel and natural gas costs due to a decline in average fuel prices, the impact of acquisitions having higher EBITDA margins than our segment average and lower benefits costs, partially offset by an

44

increase in auto and workers’ compensation claim costs driven by higher average claim expense, a decrease in the value of recyclable commodities as compared to the prior year periods and an increase in allocated corporate overhead.

Depreciation, depletion and amortization expense increased $3.1 million, to $43.2 million for the three months ended September 30, 2023, from $40.1 million for the three months ended September 30, 2022. Depreciation, depletion and amortization expense increased $11.9 million, to $127.3 million for the nine months ended September 30, 2016.  The components of the increase consisted of net revenue growth2023, from acquisitions closed during, or subsequent to,$115.4 million for the nine months ended September 30, 2016, of $267.8 million, solid waste volume2022.  The increases of $9.9 million as increased roll off collection, transfer station,for the three and nine months ended September 30, 2023 were due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to higher landfill municipal solid waste anddevelopment costs increasing our per ton landfill special waste offset decreased residential collection, net price increases of $13.1 milliondepletion rates and increased recyclable commodity sales of $5.4 million resulting from the impact of higher prices for recyclable commodities through August 2017, partially offset by net revenue reductions from divestitures closed in 2017 of $15.7 million.volumes.

Eastern

Revenue in our Canada segment increased $16.5$23.8 million or 9.1%, to $197.1$353.1 million for the three months ended September 30, 2017,2023, from $180.6$329.3 million for the three months ended September 30, 2016. Our Canada2022. Revenue increased $115.8 million to $1.026 billion for the nine months ended September 30, 2023, from $909.9 million for the nine months ended September 30, 2022. The increases for the three and nine months ended September 30, 2023 were due to price increases and contributions from acquisitions, partially offset by decreased post-collection volumes, decreased residential and commercial service revenues, lower roll off volumes and a decrease in the value of recyclable commodities compared to the prior year periods.

EBITDA increased $23.4 million to $100.8 million, or a 28.5% EBITDA margin for the three months ended September 30, 2023, from $77.4 million, or a 23.5% EBITDA margin for the three months ended September 30, 2022. EBITDA increased $46.3 million to $260.6 million, or a 25.4% EBITDA margin for the nine months ended September 30, 2023, from $214.3 million, or a 23.6% EBITDA margin for the nine months ended September 30, 2022. The increases in our EBITDA margin for the three and nine months ended September 30, 2023 were due primarily to price-led increases in revenue, a decrease in trucking costs, lower disposal expense, decreases in leachate costs, lower benefits costs and a decrease in professional fees related to lower legal spend, partially offset by higher labor costs primarily driven by wage increases, the impact of acquisitions having lower EBITDA margins than our segment was formedaverage, an increase in conjunctionthe average auto and workers’ compensation claim cost and lower recycle commodity revenues, net of lower rebates, driven by lower average commodity pricing.

Depreciation, depletion and amortization expense increased $3.8 million, to $53.1 million for the three months ended September 30, 2023, from $49.3 million for the three months ended September 30, 2022. Depreciation, depletion and amortization expense increased $13.7 million, to $153.4 million for the nine months ended September 30, 2023, from $139.7 million for the nine months ended September 30, 2022. The increases for the three and nine months ended September 30, 2023 were due to assets acquired in acquisitions, additions to our fleet and equipment and higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates, net of lower landfill volumes, partially offset by a reduction in amortization expense associated with the Progressive Waste acquisition on June 1, 2016.loss of certain residential service contracts.

Canada

Revenue increased $20.8 million to $263.1 million for the three months ended September 30, 2023, from $242.3 million for the three months ended September 30, 2022. Revenue increased $31.6 million to $739.0 million for the nine months ended September 30, 2023, from $707.4 million for the nine months ended September 30, 2022.  The components ofincreases for the increase consisted ofthree and nine months ended September 30, 2023 were due to price increases, contributions from acquisitions, and an increase of $7.6 million resulting from an increasein landfill volumes, partially offset by a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods, net price increases of $6.4 million, increased landfill gas sales of $4.0 million resulting from higher pricinga decrease in residential collection volumes, and increased recyclable commodity sales of $3.5 million resulting from the impact of higherlower prices for recyclable commodities as compared to the prior year period. For the three months ended September 30, 2023, revenue benefited from higher prices for renewable energy credits associated with the generation of landfill gas. For the nine months ended September 30, 2023, renewable energy credits associated with the generation of landfill gas decreased as compared to the prior year period.

EBITDA increased $20.6 million to $108.5 million, or a 41.2% EBITDA margin for the three months ended September 30, 2023, from $87.9 million, or a 36.3% EBITDA margin for the three months ended September 30, 2022.

45

EBITDA increased $21.3 million to $286.7 million, or a 38.8% EBITDA margin for the nine months ended September 30, 2023, from $265.4 million, or a 37.5% EBITDA margin for the nine months ended September 30, 2022. The increases in Julyour EBITDA margin for the three and August 2017,nine months ended September 30, 2023 were due to decreases in diesel and natural gas costs due to a decline in average fuel prices, an increase in landfill volumes, a decrease in trucking costs and lower labor expenses, partially offset by solid waste volume decreaseslower recycle commodity revenues, net of $4.5lower rebates, driven by lower average commodity pricing, an increase in the average auto and workers’ compensation claim cost, an increase in truck, container, equipment and facility maintenance and repair expenses and an increase in allocated corporate expense as compared to the prior year period.

Depreciation, depletion and amortization expense increased $1.9 million, associated with decreased landfill special waste volumesto $31.4 million for the three months ended September 30, 2023, from $29.5 million for the three months ended September 30, 2022. Depreciation, depletion and intentional losses of certain low margin commercial collection customers and $0.5amortization expense increased $3.3 million, of other revenue decreases.

Revenue in our Canada segment increased $300.4 million, or 122.3%, to $546.1$92.1 million for the nine months ended September 30, 2017,2023, from $245.7$88.8 million for the nine months ended September 30, 2016.2022.  The components ofincreases for the increase consisted of revenue growth from the Progressive Waste acquisition of $279.8 million for thethree and nine months ended September 30, 2017, net price increases2023 were due to assets acquired in acquisitions and additions to our fleet and equipment and increased depletion as a result of $8.9 million, increasedhigher landfill gas sales of $5.9 million resulting from higher pricing, an increase of $5.8 million resulting from an increasevolumes, partially offset by a decrease in the average foreign currency exchange rate in effect during the comparable reporting periods and increased recyclable commodity sales of $5.1 million resulting from the impact of higher prices for recyclable commodities through August 2017, partially offset by solid waste volume decreases of $4.4 million associated with decreased landfill special waste volumes and intentional losses of certain low margin commercial collection customers and $0.7 million of other revenue decreases.periods.

56

MidSouth

Revenue in our Central segment increased $11.1$13.8 million or 7.1%, to $166.4$229.6 million for the three months ended September 30, 2017,2023, from $155.3$215.8 million for the three months ended September 30, 2016.  The components of the increase consisted of net price increases of $5.52022. Revenue increased $47.5 million solid waste volume increases of $4.4 million as increased roll off collection, transfer station and landfill special waste offset decreased residential and commercial collection, revenue growth from acquisitions closed during, or subsequent to the three months ended September 30, 2016, of $1.4 million, increased recyclable commodity sales of $1.0 million resulting from the impact of higher prices for recyclable commodities in July and August 2017 and other revenue increases of $0.3 million, partially offset by net revenue reductions from divestitures closed in 2017 of $1.5 million.

Revenue in our Central segment increased $55.2 million, or 13.3%, to $470.1$664.9 million for the nine months ended September 30, 2017,2023, from $414.9$617.4 million for the nine months ended September 30, 2016.2022. The componentsincreases for the three and nine months ended September 30, 2023 were due to price increases partially offset by a decrease in the value of recyclable commodities compared to the increase consisted of net revenue growthprior year periods.

EBITDA decreased $2.1 million to $61.9 million, or a 27.0% EBITDA margin for the three months ended September 30, 2023, from acquisitions and divestitures closed during,$64.0 million, or subsequenta 29.7% EBITDA margin for the three months ended September 30, 2022. EBITDA increased $7.0 million to $182.1 million, or a 27.4% EBITDA margin for the nine months ended September 30, 2016, of $35.02023, from $175.1 million, net price increases of $15.3 million, increased recyclableor a 28.4% EBITDA margin for the nine months ended September 30, 2022. The decreases in our EBITDA margin for the three and nine months ended September 30, 2023 were due primarily to an increase in auto and workers’ compensation claim costs, an increase in allocated corporate overhead and benefits expense, higher leachate costs, lower recycle commodity sales of $3.2 million resulting from the impact of higher prices for recyclable commodities through August 2017, solid waste volume increases of $2.3 million as increased roll off collection, transfer stationrevenues and landfill special waste offset decreased residentialan increase in recycle processing costs driven by lower average commodity pricing and commercial collection and other revenue increases of $1.0 million,an increase in professional fees, partially offset by netprice-led revenue reductions from divestitures closedgrowth, lower disposal costs due to increased internalization in 2016certain markets and 2017 of $1.6 million.decreases in diesel and natural gas costs due to a decline in average fuel prices.

Revenue in our E&P segmentDepreciation, depletion and amortization expense increased $24.1$1.2 million, or 79.5%, to $54.4$29.9 million for the three months ended September 30, 2017,2023, from $30.3$28.7 million for the three months ended September 30, 2016. Revenue in our E&P segment2022. Depreciation, depletion and amortization expense increased $48.9$2.9 million, or 55.0% to $137.8$87.3 million for the nine months ended September 30, 2017,2023, from $88.9$84.4 million for the nine months ended September 30, 2016.2022. The componentsincreases for the three and nine months ended September 30, 2023 were due to additions to our fleet and equipment, higher depletion expense due to higher landfill development costs increasing our per ton landfill depletion rates and increased landfill volumes.

Corporate

EBITDA increased $9.0 million, to a loss of the increases consisted of higher E&P volumes, primarily in our E&P disposal operations in the Permian Basin and Louisiana.

Segment EBITDA

Segment EBITDA in our Southern segment increased $1.0 million, or 1.6%, to $63.2$2.7 million for the three months ended September 30, 2017,2023, from $62.2a loss of $11.7 million for the three months ended September 30, 2016.2022. The increase in our EBITDA for the three months ended September 30, 2023 was due primarily to an increaselower direct acquisition expenses associated with a decrease in revenues of $8.3 million from organic growth and acquisitions, decreases in equipment rental expense of $0.9 million due to the termination of certain short-term equipment leases assumedacquisition activity in the acquisitioncurrent year period, increased allocation of Progressive Wastecosts to our operating segments driven by overall higher corporate expenses, decreased deferred compensation expenses and an increase of $0.1 million from the impact of operations disposed of in 2017,decreased equity-based compensation expenses, partially offset by an increase of $2.2 million from incremental laborincreased incentive compensation costs, increased administrative payroll costs primarily driven by wage increases and repair expenses resulting from hurricanes impacting our Texas, Louisianaadditional headcount to support continued growth and Florida operations, an increase in direct and administrative labor expenses of $2.2 million due primarily to employee pay rate increases, a net $1.6 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in fuel expense of $1.3 millionhigher costs due to increases in the market priceincreased travel and meetings.

46

EBITDA decreased $3.1 million, due to a higher overhead allocation rate and $0.1 millionloss of other net expense increases.

Segment EBITDA in our Southern segment increased $100.4 million, or 101.5%, to $199.3$22.1 million for the nine months ended September 30, 2017,2023, from $98.9a loss of $19.0 million for the nine months ended September 30, 2016.2022. The increase was due primarily to an increase in revenues of $417.0 million from organic growth and acquisitions, decreases in insurance expense of $2.1 million due to improved incident rates at operations acquired from Progressive Waste, decreases in equipment rental expense of $1.1 million due to the termination of certain short-term equipment leases assumed in the acquisition of Progressive Waste and an increase of $0.4 million from the impact of operations disposed of in 2017, partially offset by a net $308.9 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in direct and administrative labor expenses of $3.4 million due primarily to employee pay rate increases, an increase of $2.2 million from incremental labor and repair expenses resulting from hurricanes impacting our Texas, Louisiana and Florida operations, an increase in truck, container, equipment and facility maintenance and repair expenses of $1.8 million due to variability in the timing and severity of major repairs, an increase in fuel expense of $1.7 million due to increases in the market price of diesel fuel, an increase in corporate overhead expense allocations of $0.8 million due to a higher overhead allocation rate, an increase in employee benefits expenses of $0.7 million due to increased severity of medical claims and $0.7 million of other net expense increases.

57

Segment EBITDAdecrease in our Western segment increased $0.7 million, or 0.8%, to $84.9 million for the three months ended September 30, 2017, from $84.2 million for the three months ended September 30, 2016.  The increase was due primarily to an increase in revenues of $15.0 million from organic growth and acquisitions, partially offset by an increase in direct and administrative labor expenses of $3.0 million due primarily to employee pay rate increases, an increase in taxes on revenues of $3.0 million due to the aforementioned increase in revenues, an increase in third-party disposal expense of $1.5 million due to increased collection volumes and disposal rate increases, an increase in corporate overhead expense allocations of $1.3 million due to a higher overhead allocation rate, an increase in third-party trucking and transportation expenses of $1.2 million due to increased disposal volumes that require transportation to our landfills, a net $0.9 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in expenses associated with the purchase of recyclable commodities of $0.7 million due to increased recyclable commodity values, an increase in fuel expense of $0.7 million due to increases in the market price of diesel fuel, an increase in equipment and facility rental expenses of $0.5 million resulting from new property leases and equipment rented to support growth in our intermodal operations, an increase in truck, container, equipment and facility maintenance and repair expenses of $0.4 million due to variability in the timing and severity of major repairs and $1.1 million of other net expense increases.

Segment EBITDA in our Western segment increased $9.7 million, or 4.1%, to $247.5 million for the nine months ended September 30, 2017, from $237.8 million2023 was due to an increase in executive separation expenses, increased incentive compensation costs, increased equity-based compensation expense associated with our annual recurring grants of restricted share units to our personnel, increased deferred compensation expenses, increased administrative payroll costs primarily driven by wage increases and additional headcount to support continued growth, increased costs due to increased travel and meetings, higher professional fees driven by legal costs and increased expenses associated with information systems and applications, partially offset by lower compensation to non-management personnel associated with the impact of the COVID-19 pandemic that occurred in the first three months of 2022 that did not reoccur in the current year periods, increased allocation of costs to our operating segments driven by overall higher corporate expenses and lower direct acquisition expenses associated with a decrease in acquisition activity in the current year period.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth cash flow information for the nine months ended September 30, 2016.  The increase was due primarily2023 and 2022 (in thousands of U.S. dollars):

    

Nine Months Ended

    

September 30, 

2023

    

2022

Net cash provided by operating activities

$

1,570,876

$

1,500,137

Net cash used in investing activities

 

(1,185,613)

 

(1,858,586)

Net cash provided by (used in) financing activities

 

(366,536)

 

450,417

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

 

(1,060)

 

(3,210)

Net increase in cash, cash equivalents and restricted cash

 

17,667

 

88,758

Cash, cash equivalents and restricted cash at beginning of period

 

181,364

219,615

Cash, cash equivalents and restricted cash at end of period

$

199,031

$

308,373

Operating Activities Cash Flows

Net cash provided by operating activities increased $70.7 million to an increase in revenues of $52.4 million from organic growth and acquisitions and a decrease in corporate overhead expense allocations of $0.9 million due to a lower overhead allocation rate, partially offset by an increase in direct and administrative labor expenses of $9.6 million due primarily to employee pay rate increases, an increase in taxes on revenues of $7.4 million due to the aforementioned increase in revenues, an increase in third-party disposal expense of $3.8 million due to increased collection volumes and disposal rate increases, an increase in third-party trucking and transportation expenses of $3.6 million due to increased disposal volumes that require transportation to our landfills, an increase in truck, container, equipment and facility maintenance and repair expenses of $3.5 million due to variability in the timing and severity of major repairs, an increase in employee benefits expenses of $3.1 million due to increased severity of medical claims, an increase in fuel expense of $2.3 million due to increases in the market price of diesel fuel, an increase in expenses associated with the purchase of recyclable commodities of $2.1 million due to increased recyclable commodity values, an increase in expenses for auto and workers’ compensation claims of $1.8 million due to increased claims and higher average rates per claim, an increase in equipment and facility rental expenses of $1.0 million resulting from new property leases and equipment rented to support growth in our intermodal operations, a net $0.9 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in intermodal expenses of $0.9 million resulting from an increase in intermodal cargo volume, an increase in professional fees of $0.6 million due primarily to higher legal expenses at our landfills, an increase in leachate disposal expenses at our landfills of $0.5 million due to heavy precipitation experienced in the first quarter of 2017 and $2.5 million of other net expense increases.

Segment EBITDA in our Eastern segment increased $16.3 million, or 28.3%, to $74.0 million for the three months ended September 30, 2017, from $57.7 million for the three months ended September 30, 2016.  The increase was due primarily to an increase in revenues of $66.2 million from organic growth and acquisitions, a decrease in third party disposal expenses of $1.9 million due primarily to increased internal disposal of waste at our transfer stations and landfills in our New York markets and $0.5 million of other net expense decreases, partially offset by a net $40.8 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in corporate overhead expense allocations of $2.6 million due to an increased overhead allocation rate and an increase in budgeted revenues, which is the basis upon which overhead allocations are calculated, an increase in third-party trucking and transportation expenses of $2.4 million due to increased disposal volumes that require transportation to our landfills, a decrease of $1.9 million from the impact of operations disposed of in 2017, an increase in expenses for uncollectible accounts receivable of $1.2 million due primarily to the collection during the three months ended September 30, 2016 of a large receivable balance that was written off as a doubtful account in a prior year, an increase in direct labor expenses of $1.1 million due primarily to employee pay rate increases, an increase in taxes on revenues of $1.1 million resulting from the aforementioned increase in revenues, an increase in truck, container, equipment and facility maintenance and repair expenses of $0.7 million due to variability in the timing and severity of major repairs and an increase in fuel expense of $0.5 million due to increases in the market price of diesel fuel.

Segment EBITDA in our Eastern segment increased $73.8 million, or 54.5%, to $209.3 million$1.571 billion for the nine months ended September 30, 2017,2023, from $135.5 millionnet cash provided by operating activities of $1.500 billion for the nine months ended September 30, 2016.2022.  The increase was due primarily to an increase in revenues of $296.2 million from organic growth and acquisitions and a decrease in third party disposal expenses of $4.2 million due primarily to increased internal disposal of waste at our transfer stations and landfills in our New York markets, partially offset by a net $199.9 million increase in cost of operations and SG&A expenses attributable to acquired operations, a decrease of $2.2 million from the impact of at operations disposed of in 2017, an increase in third-party trucking and transportation expenses of $5.4 million due to increased disposal volumes that require transportation to our landfills, an increase in corporate overhead expense allocations of $3.6 million due primarily to an increase in budgeted revenues, which is the basis upon which overhead allocations are calculated, an increase in direct and administrative labor expenses of $3.5 million due primarily to employee pay rate increases, an increase in truck, container, equipment and facility maintenance and repair expenses of $3.0 million due to variability in the timing and severity of major repairs, an increase in taxes on revenues of $2.6 million resulting from the aforementioned increase in revenues, an increase in employee benefits expenses of $1.5 million due to increased severity of medical claims, an increase in expenses for uncollectible accounts receivable of $1.3 million due primarily to the collection during the three months ended September 30, 2016 of a large receivable balance that was written off as a doubtful account in a prior year, an increase in fuel expense of $1.0 million due to increases in the market price of diesel fuel, an increase in leachate disposal expenses at our landfills of $0.7 million and $1.9 million of other net expense increases.

58

Segment EBITDA in our Canada segment increased $8.2 million, or 12.3%, to $74.4 million for the three months ended September 30, 2017, from $66.2 million for the three months ended September 30, 2016.  The $8.2 million increase was comprised of an increase of $2.8 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods and a $5.4 million increase assuming foreign currency parity during the comparable reporting periods. The $5.4 million increase, which assumes foreign currency parity, was due primarily to an increase in revenues of $8.9 million and $0.9 million of other net expense decreases, partially offset by an increase in truck, container, equipment and facility maintenance and repair expenses of $1.5 million due to variability in the timing and severity of major repairs, an increase in expenses associated with the purchase of recyclable commodities of $1.3 million due to increased recyclable commodity values, an increase in corporate overhead charges of $0.7 million due to a higher allocation rate, an increase in third-party disposal expense of $0.4 million due to disposal rate increases and an increase in fuel expense of $0.5 million due to increases in the market price of diesel fuel.

Segment EBITDA in our Canada segment increased $108.8 million, or 119.0%, to $200.3 million for the nine months ended September 30, 2017, from $91.5 million for the nine months ended September 30, 2016.  The $108.8 million increase was comprised of an increase of $2.2 million resulting from an increase in the average foreign currency exchange rate in effect during the comparable reporting periods and a $106.6 million increase assuming foreign currency parity during the comparable reporting periods. The $106.6 million increase, which assumes foreign currency parity, was due primarily to EBITDA contribution of $99.2 million from the five month period of January to May 2017, an increase in revenues from organic growth of $14.8 million and $1.1 million other net expense decreases, partially offset by an increase in corporate overhead charges of $2.6 million due to the Canada segment not receiving an allocation of corporate overhead for the month of June 2016, an increase in truck, container, equipment and facility maintenance and repair expenses of $2.1 million due to variability in the timing and severity of major repairs, an increase in third-party disposal expense of $1.4 million due to disposal rate increases, an increase in expenses associated with the purchase of recyclable commodities of $1.2 million due to increased recyclable commodity values, an increase in taxes on revenues of $0.7 million due to an increase in revenues and an increase in fuel expense of $0.5 million due to increases in the market price of diesel fuel.

Segment EBITDA in our Central segment increased $6.5 million, or 11.2%, to $64.6 million for the three months ended September 30, 2017, from $58.1 million for the three months ended September 30, 2016.  The increase was due primarily to an increase in revenues of $11.1 million and a decrease in third party disposal expenses of $1.1 million due primarily to increased internal disposal of waste at our transfer stations and landfills in our Nebraska markets, partially offset by an increase in third-party trucking and transportation expenses of $1.6 million due to increased disposal volumes that require transportation to our landfills, an increase in taxes on revenues of $1.5 million resulting from the aforementioned increase in revenues, an increase in direct and administrative labor expenses of $1.3 million due primarily to employee pay rate increases and a decrease in unfilled positions, an increase in truck, container, equipment and facility maintenance and repair expenses of $0.7 million due to variability in the timing and severity of major repairs, and an increase in corporate overhead expense allocations of $0.6 million due to a higher overhead allocation rate.

Segment EBITDA in our Central segment increased $23.4 million, or 15.2%, to $177.9 million for the nine months ended September 30, 2017, from $154.5 million for the nine months ended September 30, 2016.  The increase was due primarily to an increase in revenues of $55.2 million and a decrease in third party disposal expenses of $1.5 million due primarily to increased internal disposal of waste at our transfer stations and landfills in our Nebraska markets and a decrease in corporate overhead expense allocations of $0.9 million due to a lower overhead allocation rate, partially offset by a net $19.6 million increase in cost of operations and SG&A expenses attributable to acquired operations, an increase in direct and administrative labor expenses of $4.1 million due primarily to employee pay rate increases and a decrease in unfilled positions, an increase in truck, container, equipment and facility maintenance and repair expenses of $2.8 million due to variability in the timing and severity of major repairs, an increase in employee benefits expenses of $1.4 million due to increased severity of medical claims, an increase in taxes on revenues of $3.0 million resulting from the aforementioned increase in revenues, an increase in third-party trucking and transportation expenses of $2.6 million due to increased disposal volumes that require transportation to our landfills, an increase in fuel expense of $0.5 million due to increases in the market price of diesel fuel and $0.2 million of other net expense increases.

Segment EBITDA in our E&P segment increased $19.0 million, or 212.6%, to $27.9 million for the three months ended September 30, 2017, from $8.9 million for the three months ended September 30, 2016.  The increase was due primarily to an increase in revenues of $24.1 million and a decrease in corporate overhead expense allocations of $0.4 million due primarily to a decrease in budgeted revenues, which is the basis upon which overhead allocations are calculated, partially offset by the following increases attributable to higher disposal volumes in the current period: an increase in equipment and facility maintenance and repair expenses of $1.7 million; an increase in third party trucking expenses of $1.0 million; an increase in taxes on revenues of $0.6 million; an increase in direct labor expenses of $0.5 million, an increase in equipment rental expenses of $0.5 million and $1.2 million of other expense increases.

59

Segment EBITDA in our E&P segment increased $41.5 million, or 189.3%, to $63.5 million for the nine months ended September 30, 2017, from $22.0 million for the nine months ended September 30, 2016.  The increase was due primarily to an increase in revenues of $48.9 million and a decrease in corporate overhead expense allocations of $1.6 million due primarily to a decrease in budgeted revenues, which is the basis upon which overhead allocations are calculated, partially offset by the following increases attributable to higher disposal volumes in the current period: an increase in equipment and facility maintenance and repair expenses of $3.1 million; an increase in equipment rental expenses of $1.4 million; an increase in taxes on revenues of $1.3 million; an increase in third party trucking expenses of $1.2 million; an increase in processing cell remediation expenses of $1.1 million and $0.9 million of other expense increases.

Segment EBITDA at Corporate increased $12.5 million, to a loss of $5.8 million for the three months ended September 30, 2017, from a loss of $18.3 million for the three months ended September 30, 2016.  The decrease in the loss was due to a decrease of $7.4 million in integration-related professional fees and severance-related expenses incurred in the prior year period for Progressive Waste personnel who were not permanently retained as employees of New Waste Connections following the closesignificant components of the Progressive Waste acquisition, an increase in corporate overhead allocated to our segments of $5.6 million due to an increase in total corporate expenses to support the operations acquired in the Progressive Waste acquisition, a decrease of $5.3 million resulting from the nonrecurring prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the Progressive Waste acquisition and a decrease in share-based compensation expenses of $2.1 million due to less outstanding shares in the current period for equity awards accounted for as liabilities that were granted to employees of Progressive Waste prior to June 1, 2016 which are subject to valuation adjustments each period based on changes in fair value, partially offset by an increase in accrued recurring cash incentive compensation expense to our management of $2.0 million due to the achievement of interim financial targets during the three months ended September 30, 2017, an increase in direct acquisition costs of $1.8 million resulting from an increase in acquisition activity and legal costs incurred related to divested operations, an increase in equity-based compensation expenses of $1.6 million associated with our annual recurring grant of restricted share units to our personnel, an increase in payroll and employee benefits expenses of $1.2 million due to increased corporate headcount to support the operations of Progressive Waste and annual compensation increases, an increase in software license fees of $0.6 million to support our new payroll processing application, an increase in corporate travel, meetings and training expenses of $0.5 million resulting primarily from the integration of employees of Progressive Waste into New Waste Connections and $0.2 million of other net expense increases.

Segment EBITDA at Corporate increased $70.2 million, to a loss of $32.5 million for the nine months ended September 30, 2017, from a loss of $102.7 million for the nine months ended September 30, 2016. The decrease in the loss was due to an increase in corporate overhead allocated to our segments of $29.5 million due to an increase in total corporate expenses to support the operations acquired in the Progressive Waste acquisition, a decrease in direct acquisition costs of $27.9 million resulting from amounts incurred in the prior year period related to the Progressive Waste acquisition, a decrease of $21.7 million in integration-related professional fees and severance-related expenses incurred in the prior year period for Progressive Waste personnel who were not permanently retained as employees of New Waste Connections following the close of the Progressive Waste acquisition, a decrease of $14.5 million from New Waste Connections paying excise taxes in the prior year period on the unvested or vested and undistributed equity-compensation holdings of our corporate officers and members of our Board of Directors resulting from the Progressive Waste acquisition, a decrease of $5.3 million resulting from the nonrecurring prior year accrual of incentive compensation expenses to certain of our executive officers and key employees related to the achievement of defined synergy goals realized by New Waste Connections from the Progressive Waste acquisition, a decrease in share-based compensation expenses of $4.9 million related to awards granted to employees of Progressive Waste prior to June 1, 2016 for which vesting was accelerated in the prior year period due to plan provisions regarding a change in control followed by termination of employment and resulting from less outstanding shares in the current period which are subject to valuation adjustments each period based on changes in fair value and a decrease in equity-based compensation expenses of $2.3 million resulting from the acceleration of vesting in the prior year period of performance share units granted to Old Waste Connections’ management in 2014 and 2015, partially offset by an increase in accrued recurring cash incentive compensation expense to our management of $9.5 million due to the achievement of interim financial targets during the nine months ended September 30, 2017 and the addition of accrued cash incentive compensation expense for the retained Progressive Waste employees, an increase in legal, accounting and information technology professional fee expenses of $5.4 million due to increased support required as a result of growth from the Progressive Waste acquisition, an increase in payroll and employee benefits expenses of $4.9 million due to increased corporate headcount to support the operations of Progressive Waste and annual compensation increases, an increase in equity-based compensation expenses of $3.6 million associated with our annual recurring grant of restricted share units to our personnel, an increase in corporate travel, meetings and training expenses of $3.3 million resulting from the integration of employees of Progressive Waste into New Waste Connections, an increase in software license fees of $3.0 million to support our new payroll processing application and computer applications acquired in the Progressive Waste acquisition, an increase in employee relocation expenses of $2.1 million associated with corporate personnel added to support the additional administrative oversight resulting from the Progressive Waste acquisition, an increase in deferred compensation expense of $1.4 million resulting from deferred compensation liabilities to employees increasing as a result of increases in the market value of investments to which employee deferred compensation balances are tracked and $2.7 million of other net expense increases.

60

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth certain cash flow information for thenine month periods ended September 30, 2017 and 2016 (in thousands of U.S. dollars): 

  Nine Months Ended 
September 30,
 
  2017  2016 
Net cash provided by operating activities $888,375  $538,831 
Net cash used in investing activities  (683,562)  (153,047)
Net cash provided by (used in) financing activities  135,159   (276,940)
Effect of exchange rate changes on cash and equivalents  927   (483)
Net increase in cash and equivalents  340,899   108,361 
Cash and equivalents at beginning of period  154,382   10,974 
Less: change in cash held for sale  (27)  - 
Cash and equivalents at end of period $495,254  $119,335 

Operating Activities Cash Flows

For the nine months ended September 30, 2017, net cash provided by operating activities was $888.4 million.  For the nine months ended September 30, 2016, net cash provided by operating activities was $538.8 million.  The $349.6 million increase was due primarily toincluded the following:

1)AnIncrease in earnings — Our increase in net cash provided by operating activities was favorably impacted by $136.5 million from an increase in net income, excluding depreciation, amortization of $100.7 million, adjusted forintangibles, share-based compensation, adjustments to and payments of contingent consideration recorded in earnings 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, 2022, a decrease in compensation to non-management personnel associated with the impact of the COVID-19 pandemic that occurred in the nine months ended September 30, 2022 that did not reoccur in the current period, and an increase in earnings at our E&P waste operations.
2)Accounts receivable— Our increase in net cash provided by operating activities was favorably impacted by $58.7 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows from operating assets and liabilities, net of effects from closed acquisitions, of $4.2 million. Cash flows from changes in operating assets and liabilities, net of effects from acquisitions, was a cash outflow of $23.8$31.9 million for the nine months ended September 30, 2017 and2023, compared to a decrease to operating cash outflowflows of $19.6$90.6 million for the nine months ended September 30, 2016.2022. The significant components of the $23.8 million in net cash outflows from changes in operating assets and liabilities, net of effects from closed acquisitions,decreases for the nine months ended September 30, 2017, include2023 and September 30, 2022 were due to increases in revenue, which remained as outstanding receivables at the following: end of the period.
a)3)Prepaid expenses— Our increase in net cash provided by operating activities was favorably impacted by $47.8 million from prepaid expenses as changes in prepaid expenses resulted in an increase to operating cash flows of $24.9 million for the nine months ended September 30, 2023, compared to a decrease to operating cash flows of $22.9 million for the nine months ended September 30, 2022. The increase for the nine months ended September 30, 2023 was due primarily to decreased prepaid income tax payments. The decrease for the nine months ended September 30, 2022 was due primarily to increases in prepaid income tax payments and prepaid vendor payments.

47

4)Accounts payable and accrued liabilities — Our increase in net cash resultingprovided by operating activities was unfavorably impacted by $99.0 million from a $49.7 million increaseaccounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in an increase to operating cash flows of $27.7 million for the nine months ended September 30, 2023, compared to an increase to operating cash flows of $126.7 million for the nine months ended September 30, 2022. 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 expensedue to the timing of interest payments and increased property taxes attributable to payment timing, partially offset by lower outstanding obligations to vendors. The increase for the nine months ended September 30, 2022 was due primarily to increases in operating expenses during the period which remained as outstanding obligations at September 30, 2022,  increased accrued interest due to the timing of interest payments for our long-termsenior unsecured notes an increase in incomeissued subsequent to September 30, 2021, increased property taxes payable for our Canadian entities, an increase in accrued payrollattributable to payment timing and payroll related expenses due to the timing of pay cycles; and
b)an increase in cash resulting from an $18.2 million decrease in prepaid expenses and other current assets due primarily to a decrease in prepaid income taxes for our US entities,payroll cycles, partially offset by an increase in prepaid insurance resulting from the timingpayment of annual cash incentive compensation to our annual policy renewals; less
c)management, which was accrued as a decrease in cash resulting from a $72.9 million increase in accounts receivable due to increased revenues, with less favorable collection results, contributing to an increased amount of revenues remaining uncollectedliability at the end of the current period; less
d)a decrease in cash resulting from a $17.9 million decrease in other long-term liabilities due primarily to the cash settlement of share-based compensation awards granted to Progressive Waste employees prior to the June 1, 2016 acquisition date that continued to remain outstanding following the close of the Progressive Waste acquisition;
2)An increase in the loss on disposal of assets and impairments of $118.5 million due primarily to the impairment of goodwill at our E&P segment and recording charges to adjust the carrying cost of assets held for disposal to fair market value;
3)An increase in depreciation expense of $124.0 million due primarily to increased depreciation expense resulting from increased capital expenditures and property, equipment and landfill assets acquired in the Progressive Waste and Groot acquisitions;
4)An increase in amortization expense of $28.2 million due primarily to intangible assets acquired in the Progressive Waste and Groot acquisitions;year end.
5)AnDeferred income taxes — Our increase in net cash provided by operating activities was unfavorably impacted by $62.0 million from deferred income taxes as changes in deferred income taxes resulted in an increase to operating cash flows of $20.3$29.1 million for the nine months ended September 30, 2023, compared to an increase to operating cash flows of $91.1 million for the nine months ended September 30, 2022. The increase for the nine months ended September 30, 2023 was primarily due to accelerated tax depreciation from capital expenditures. The increase for the nine months ended September 30, 2022 was attributable to post-closing adjustmentscapital expenditures providing tax benefits resulting primarily in a net increase infrom accelerated depreciation and tax benefits resulting from the fair value of an amount payable under a liability-classified contingent consideration arrangement from an acquisition closed in 2015 by Progressive Waste and increases to the carrying valuedivestiture of certain amounts payable under liability-classified contingent consideration arrangements associated with other acquisitions closed prior to 2016; lessnon-strategic E&P disposal operating locations.

61

6)A decreaseDeferred revenue — Our increase in net cash provided by operating activities was unfavorably impacted by $10.2 million from deferred revenue as changes in deferred revenue resulted in an increase to operating cash flows of $16.4 million for the nine months ended September 30, 2023, compared to an increase to operating cash flows of $26.5 million for the nine months ended September 30, 2022. For both comparative periods, deferred revenue increased due to price increases on our provision for deferred taxes of $46.9 million due primarily to the aforementioned impairment of goodwill at our E&P segmentadvanced billed residential and recording an expense charge to adjust the carrying cost of assets held for disposal to fair market value resulting in the reduction of corresponding deferred tax liabilities.commercial collection services.

As ofAt September 30, 2017,2023, we had a working capital surplusdeficit of $373.2$424.0 million, including cash and equivalents of $495.3$96.2 million.  Our working capital surplusdeficit increased $322.0$29.0 million from a working capital surplusdeficit of $51.2$395.0 million at December 31, 2016,2022 including cash and equivalents of $154.4$78.6 million, due primarily to increaseda decrease in prepaid income tax, an increase in contingent consideration liabilities and an increase in deferred revenues, partially offset by an increase in accounts receivables as a result of increases in revenue, higher cash balances.balances and decreases in accounts payable and accrued liabilities driven by the timing of payments for obligations to vendors. To date, we have experienced no loss or lack of access to our cash or cashand equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.  Our strategy in managing our working capital is generally to apply the cash generated from our operations that remains after satisfying our working capital and capital expenditure requirements, along with share repurchase and dividend programs, to reduce the unhedged portion of our indebtedness under our Credit Agreement and to minimize our cash balances.

Investing Activities Cash Flows

Net cash used in investing activities increased $530.6decreased $673.0 million to $683.6 million$1.186 billion for the nine months ended September 30, 2017,2023, from $153.0 million$1.859 billion for the nine months ended September 30, 2016.2022. The significant components of the decrease included the following:

1)An increaseA decrease in cash paid for acquisitions of $380.3 million due primarily to the January 2017 acquisition of Groot;$700.0 million; and
2)An increaseA decrease in capital expenditures for propertyat operations owned in the comparable periods of $29.1 million due to decreases in landfill site costs and land and facility expenditures, partially offset by increased truck and equipment of $112.5 million; andpurchases; less
3)A decreaseAn increase in cashcapital expenditures at operations acquired induring the prior year period from the Progressive Waste acquisitioncomparative periods of $65.7 million; less$29.1 million due to expenditures for landfill site costs, trucks and equipment; and
4)An increaseA decrease in cash proceeds from the disposal of assets of $22.8$14.7 million due primarily to the divestiturelower disposal of certain operations in 2017.non-strategic assets to provide funding toward new capital expenditures.

48

The increase in capital expenditures for property and equipment was due primarily to increases in expenditures resulting from the January 2017 acquisition of Groot, the June 2016 Progressive Waste acquisition, additional heavy equipment to support volume increases in our landfill operations and increased spending on information technology to support our Progressive Waste acquisition.

Financing Activities Cash Flows

Net cash fromused in financing activities increased $412.1$816.9 million to net cash provided by financing activities of $135.2$366.5 million for the nine months ended September 30, 2017,2023, from net cash used inprovided by financing activities of $276.9$450.4 million for the nine months ended September 30, 2016.2022. The significant components of the increase included the following:

1)An increase infrom the net change in long-term borrowings of $435.6 million (long-term$1.237 billion in which long-term borrowings decreased $205.4$138.8 million during the nine months ended September 30, 20162023 and increased $230.2 million$1.098 billion during the nine months ended September 30, 2017) due primarily to increased payments for acquisitions;2022;
2)An increase of $7.8 million from an increase in book overdraft due to a higher volume of outstanding checks resulting from the acquisition of Progressive Waste; and
3)An increase of $9.9 million from reduced debt issuance costs resulting primarily from our Credit Agreement that we entered into in June 2016 in conjunction with the Progressive Waste acquisition; less
4)An increase in cash dividends paid of $34.2$19.1 million due primarily to an increase in our quarterly dividend rate for the nine months ended September 30, 2023 to $0.12$0.255 per share, from $0.23 per share for the nine months ended September 30, 2017,2022; and
3)An increase in tax withholdings related to net share settlements of equity-based compensation of $11.9 million due to an increase in the value of equity-based compensation awards vesting; less
4)A decrease from $0.097 per share forlower payments to repurchase our common shares of $425.0 million that occurred in the nine months ended September 30, 2016,2022; and an increase in common shares outstanding resulting from the acquisition of Progressive Waste; and
5)A decrease from lower payments related to the issuance of $6.6debt of $11.4 million from a reduction inthat occurred during the sale of common shares held in trust.nine months ended September 30, 2022.

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

62

On July 24, 2017,25, 2023, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, (the “NCIB”)or the NCIB, to purchase up to 13,181,80612,881,534 of our common shares during the period of August 8, 201710, 2023 to August 7, 20189, 2024 or until such earlier time as the NCIB is completed or terminated at our option. The renewal followed on the conclusion of our original NCIB that expired August 7, 2017 under which no shares were repurchased. We received TSX approval for our annual renewal of the NCIB on August 2, 2017. Under the NCIB, we may make share repurchases only in the open market, including on the NYSE, the TSX, and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction.

In accordance with TSX rules, any daily repurchases made through the TSX and alternative Canadian trading systems would be limited to a maximum of 80,287 common shares, which represents 25% of the average daily trading volume on the TSX of 321,151 common shares for the period from February 1, 2017 to July 31, 2017. The TSX rules also allow us to purchase, once a week, a block of common shares not owned by any insiders, which may exceed such daily limit. The maximum number of shares that can be purchased per day on the NYSE will be 25% of the average daily trading volume for the four calendar weeks preceding the date of purchase, subject to certain exceptions for block purchases. Shareholders may obtain a copy of our TSX Form 12 – Notice of Intention to Make a Normal Course Issuer Bid, without charge, by request directed to our Executive Vice President – Financeand Chief Financial Officer at (832) 442-2200.

The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of theour common shares and overall market conditions. All common shares purchased under the NCIB shallwill be immediately cancelled following their repurchase.

For  Information regarding our NCIB can be found under the nine months ended September 30, 2017, we did not repurchase any common shares pursuantsection “Normal Course Issuer Bid” in Note 17 to the NCIB. For the nine months ended September 30, 2016, we did not repurchase any common shares pursuant to the NCIB, nor did Old Waste Connections repurchase sharesCondensed Consolidated Financial Statements included in Part I, Item 1 of its common stock pursuant to its share repurchase program.this Quarterly Report on Form 10-Q and is incorporated herein by reference.

TheOur Board of Directors of Old Waste Connections authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis.  In October 2016,November 2022, we announced that our Board of Directors authorized an increase toincreased our regular quarterly cash dividend by $0.025, from $0.230 to $0.255 per share.  In October 2023, we announced that our Board of $0.023,Directors increased our regular quarterly cash dividend by $0.03, from $0.097$0.255 to $0.12$0.285 per share.  Cash dividends of $95.2$196.8 million and $61.0$177.7 million were paid during the nine months ended September 30, 20172023 and 2016,2022, respectively. We cannot assure you as to the amounts or timing of future dividends.

Our business is capital intensive. 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 $317.4$606.9 million in capital expenditures for property and equipment, net of proceeds from disposal of assets, during the nine months ended September 30, 2017.  We2023, and we expect to make total capital expenditures for property and equipment of approximately $460$920 million in 2017 in connection with our existing business.2023, net of proceeds from disposal of assets.  We have funded and intend to fund the balance of our planned 20172023 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Credit Agreement. In addition, we may make substantial additional capital expenditures in acquiring municipalland and solid waste and E&P waste businesses. If we acquire additional landfill disposal facilities, we may also have to make significant expenditures to bring them into compliance with applicable regulatory requirements, obtain permits or expand our available disposal capacity. We cannot currently determine the amount of these expenditures because they will depend on the number, nature, condition and permitted status of any acquired landfill disposal facilities. We believe that our cash and equivalents, Credit Agreement and the funds we expect to generate from operations will provide adequate cash to fund our working capital and other cash needs for the foreseeable future. However, disruptions in the capital and credit markets could adversely affect our ability to draw on our Credit Agreement or raise other capital. Our access to funds under the Credit Agreement is dependent on the ability of the banks that are parties to the agreement to meet their funding

49

commitments. 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.

As ofAt September 30, 2017, $1.638 billion2023, $650.0 million under the term loan and $218.8$531.6 million under the revolving credit facility were outstanding under ourthe Credit Agreement, exclusive of outstanding standby letters of credit of $221.6$39.5 million. We also had $102.2 million of letters of credit issued and outstanding at September 30, 2023 under a facility other than the Credit Agreement.  Our Credit Agreement matures in June 2021.

63

As ofJuly 2026.  At September 30, 2017,2023, $800.0 million under the term loan was outstanding under the Term Loan Agreement, which matures in July 2026.

We are a well-known seasoned issuer with an effective shelf registration statement on Form S-3 filed in September 2021, 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, 2023, we had the following contractual obligations:

 Payments Due by Period 
 (amounts in thousands of U.S. dollars) 

Payments Due by Period

(amounts in thousands of U.S. dollars)

    

    

Less Than

    

1 to 3

    

    

Over 5

Recorded Obligations Total  Less Than
1 Year
  1 to 3
Years
  3 to 5 Years  Over 5
Years
 

Total

1 Year

Years

3 to 5 Years

Years

Long-term debt $3,953,167  $11,596  $178,215  $2,327,182  $1,436,174 

$

6,898,437

$

32,760

$

1,844,515

$

162,470

$

4,858,692

Cash interest payments $555,782  $110,947  $213,674  $121,143  $110,018 

$

2,339,767

$

266,921

$

524,424

$

313,896

$

1,234,526

Contingent consideration $64,813  $15,227  $7,369  $7,431  $34,786 

$

139,227

$

100,813

$

3,224

$

3,224

$

31,966

Operating leases

$

349,634

$

11,634

$

75,635

$

63,583

$

198,782

Final capping, closure and post-closure $1,356,474  $16,164  $21,315  $18,480  $1,300,515 

$

2,195,752

$

16,385

$

14,514

$

15,399

$

2,149,454

____________________

Long-term debt payments include:

1)$218.8531.6 million in principal payments due June 2021July 2026 related to our revolving credit facility under our Credit Agreement.  We may elect to draw amounts on our Credit Agreement in eitherU.S. dollar Term SOFR rate loans, U.S. dollar base rate loans, Canadian-based bankers’ acceptances or LIBOR loans orBA equivalent notes, and Canadian dollar Canadian prime rate loans or Bankers’ Acceptance loans.  At September 30, 2017, $12.02023, $365.0 million 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 6.42% to 6.43% on such date).  At September 30, 2023, $15.0 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 8.50% on such date).  At September 30, 2023, $11.1 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based Canadian prime rate loans, which bear interest at the Canadian prime rate plus the applicable Canadian prime rate margin (for a total rate of 3.45% at7.20% on such date).  At September 30, 2017) and $206.72023, $140.5 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based Bankers’ Acceptance loans,bankers’ acceptances, which bear interest at the Canadian Dollar Offered Rate plus the applicable acceptance fee (for a total rate of 2.51% at September 30, 2017)6.38% on such date).

2)$1.638 billion650.0 million in principal payments due June 2021July 2026 related to our term loan under our Credit Agreement. Outstanding amounts on the term loan can be either base rate loans or LIBORTerm SOFR loans. At September 30, 2017,2023, all amounts outstanding under the term loan were in LIBORTerm SOFR loans which bear interest at the LIBORTerm SOFR rate plus the applicable LIBOR margin (for a total rate of 2.44% at September 30, 2017)6.43% on such date).

3)$50.0800.0 million in principal payments due April 20, 2018July 2026 related to our 2018term loan under our Term Loan Agreement.  Outstanding amounts on the term loan can be either base rate loans or Term SOFR loans. At September 30, 2023, all amounts outstanding under the term loan were in Term SOFR loans which bear interest at the Term SOFR rate plus the applicable margin (for a total rate of 6.43% on such date).

50

4)$500.0 million in principal payments due 2028 related to our 2028 Senior Notes. Holders of the 2018 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2018 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the Assumed 2008 NPA. The 20182028 Senior Notes bear interest at a rate of 4.00%4.25%.  We have recorded this obligation in the payments due in 3 to 5 years category in the table above as we have the intent and ability to redeem the 2018 Senior Notes on April 20, 2018 using borrowings under our Credit Agreement.

4)5)$175.0500.0 million in principal payments due 20192029 related to our 20192029 Senior Notes. Holders of the 2019 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2019 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the Assumed 2008 NPA. The 20192029 Senior Notes bear interest at a rate of 5.25%3.50%.

5)6)$100.0600.0 million in principal payments due 20212030 related to our 20212030 Senior Notes. Holders of the 2021 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2021 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the Assumed 2008 NPA. The 20212030 Senior Notes bear interest at a rate of 4.64%2.60%.

6)7)$150.0650.0 million in principal payments due 20212032 related to our New 20212032 Senior Notes. Holders of the New 2021 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the New 2021 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the 2016 NPA. The New 20212032 Senior Notes bear interest at a rate of 2.39%2.20%.

7)8)$125.0500.0 million in principal payments due 20222032 related to our 2022New 2032 Senior Notes. Holders of the 2022 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2022 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the Assumed 2008 NPA. The 2022New 2032 Senior Notes bear interest at a rate of 3.09%3.20%.

8)9)$200.0750.0 million in principal payments due 20232033 related to our 20232033 Senior Notes. Holders of the 2023 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2023 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the 2016 NPA. The 20232033 Senior Notes bear interest at a rate of 2.75%4.20%.

64

9)10)$150.0500.0 million in principal payments due 20242050 related to our 20242050 Senior Notes. Holders of the 2024 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2024 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the 2016 NPA. The 20242050 Senior Notes bear interest at a rate of 3.24%3.05%.

10)11)$375.0850.0 million in principal payments due 20252052 related to our 20252052 Senior Notes. Holders of the 2025 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2025 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the Assumed 2008 NPA. The 20252052 Senior Notes bear interest at a rate of 3.41%2.95%.

11)$400.0 million in principal payments due 2026 related to our 2026 Senior Notes.  Holders of the 2026 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2026 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the 2016 NPA. The 2026 Senior Notes bear interest at a rate of 3.03%. 

12)$250.0 million in principal payments due 2027 related to our 2027 Senior Notes.  Holders of the 2027 Senior Notes may require us to purchase their notes in cash at a purchase price of 100% of the principal amount of the 2027 Senior Notes plus accrued and unpaid interest and the LIBOR breakage amount, if any, upon a change in control, as defined in the 2016 NPA. The 2027 Senior Notes bear interest at a rate of 3.49%. 

13)$95.4 million in principal payments related to our tax-exempt bonds, which bear interest at variable rates (ranging between 1.03% and 1.05% at September 30, 2017).  The tax-exempt bonds have maturity dates ranging from 2018 to 2039.  The West Valley tax-exempt bond, with a principal amount of $15.5 million, is due August 1, 2018. We have recorded the West Valley bond obligation in the payments due in 3 to 5 years category in the table above as we have the intent and ability to redeem the West Valley bond on August 1, 2018 using borrowings under our Credit Agreement.

14)$26.556.0 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 2.00%2.42% and 24.81%10.35% at September 30, 2017,2023, and have maturity dates ranging from 20172024 to 2036.

13)$10.8 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, 2023, 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 Credit Agreement using the LIBORTerm SOFR rate plus the applicable LIBORTerm SOFR margin, the base rate plus the applicable base rate margin, the Canadian Dollar Offered Rate plus the applicable acceptance fee and the Canadian prime rate plus the applicable Canadian prime rate margin at September 30, 2017.2023. We assumed the Credit Agreement is paid off when it matures in June 2021. July 2026.

2)We calculated cash interest payments on the Term Loan Agreement using the Term SOFR rate plus the applicable Term SOFR margin at September 30, 2023. We assumed the Term Loan Agreement is paid off when it matures in July 2026.
3)We calculated cash interest payments on our interest rate swaps using the stated interest rate in the swap agreement less the LIBORTerm SOFR rate through the earlier expiration of the term of the swaps or the term of the credit facility.

Contingent consideration payments include $45.0$122.0 million recorded as liabilities in our Condensed Consolidated Financial Statements at September 30, 2017,2023, and $19.8$17.2 million of future interest accretion on the recorded obligations.

We are party to operating lease agreements and finance leases. These lease agreements are established in the ordinary course of our business and are designed to provide us with access to facilities and equipment at competitive, market-driven prices.

51

The estimated final capping, closure and post-closure expenditures presented above are in current dollars.

 Amount of Commitment Expiration Per Period 
 (amounts in thousands of U.S. dollars) 

Amount of Commitment Expiration Per Period

(amounts in thousands of U.S. dollars)

Less Than

1 to 3

3 to 5

Over 5

Unrecorded Obligations(1) Total  Less Than
1 Year
  1 to 3
Years
  3 to 5
Years
  Over 5
Years
 

    

Total

    

1 Year

    

Years

    

Years

    

Years

Operating leases $174,549  $28,433  $42,381  $29,690  $74,045 
Unconditional purchase obligations $41,799  $38,044  $3,755  $-  $- 

$

188,595

$

114,992

$

51,011

$

15,140

$

7,452

____________________

(1)We are party to operating lease agreements and unconditional purchase obligations. These lease agreements and purchase obligations are established in the ordinary course of our business and are designed to provide us with access to facilities and products at competitive, market-driven prices. At September 30, 2017,2023, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 18.064.1 million gallons remaining to be purchased for a total of $41.8$188.6 million. The current fuel purchase contracts expire on or before December 31, 2018.September 30, 2029. These arrangements have not materially affected our financial position, results of operations or liquidity during the nine months ended September 30, 2017,2023, 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 $886.0 million$1.580 billion and $862.7 million$1.447 billion at September 30, 20172023 and December 31, 2016,2022, respectively. These arrangements have not materially affected our financial position, results of operations or liquidity during the nine months ended September 30, 2017,2023, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.

65

From time to time, we evaluate our existing operations and their strategic importance to us. If we determine that a given operating unit does not have future strategic importance, we may sell or otherwise dispose of those operations. 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, 20172023 and 2016,2022, at all of our landfills during the respective period, is shown below (tons in thousands):

  Nine months ended September 30, 
  2017  2016 
  Number of
Sites
  Total
Tons
  Number of
Sites
  Total
Tons
 
Owned operational landfills and landfills operated under life-of-site agreements  86   30,832   88   22,955 
Operated landfills  6   1,876   6   427 
   92   32,708   94   23,382 

66

Nine Months Ended September 30, 

2023

2022

    

Number

    

Total

    

Number

    

Total

of Sites

Tons

of Sites

Tons

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

 

96

 

37,631

 

91

 

35,291

Operated landfills

 

7

 

512

 

5

 

449

 

103

 

38,143

 

96

 

35,740

52

NON-GAAP FINANCIAL MEASURES

Adjusted Free Cash Flow

We present adjusted free cash flow, a non-GAAP financial measure, supplementally because it is widely used by investors as a valuation and liquidity measure in the solid waste industry. Management uses adjusted free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations.  We definecalculate adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, plus excess tax benefit associated with equity-based compensation, less capital expenditures for property and equipment and periodic distributions to noncontrolling interests. We further adjust this calculation to exclude the effects of items management believes impact the ability to assessevaluate the operating performanceliquidity of our business.business operations. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies may calculate adjusted free cash flow differently. Our adjusted free cash flow for the nine month periods ended September 30, 20172023 and 2016,2022, are calculated as follows (amounts in thousands of U.S. dollars):

  Nine months ended
September 30,
 
  2017  2016 
Net cash provided by operating activities $888,375  $538,831 
Plus: Change in book overdraft  13,814   6,050 
Plus: Proceeds from disposal of assets  25,826   3,026 
Plus: Excess tax benefit associated with equity-based compensation  -   5,151 
Less: Capital expenditures for property and equipment  (317,385)  (204,934)
Less: Distributions to noncontrolling interests  -   (3)
Adjustments:        
Payment of contingent consideration recorded in earnings (a)  -   413 
Cash received for divestitures (b)  (21,100)  - 
Transaction-related expenses (c)  4,418   41,748 
Integration-related and other expenses (d)  7,968   78,521 
Pre-existing Progressive Waste share-based grants (e)  11,740   - 
Synergy bonus (f)  11,798   - 
Tax effect (g)  (11,426)  (28,537)
Adjusted free cash flow $614,028  $440,266 

Nine Months Ended

September 30, 

    

2023

    

2022

Net cash provided by operating activities

$

1,570,876

$

1,500,137

Plus (less): Change in book overdraft

 

137

 

(5,983)

Plus: Proceeds from disposal of assets

 

8,678

 

23,341

Less: Capital expenditures for property and equipment

 

(615,554)

 

(618,313)

Adjustments:

 

 

Payment of contingent consideration recorded in earnings (a)

 

 

2,982

Cash received for divestitures (b)

 

 

(5,671)

Transaction-related expenses (c)

 

3,836

 

37,558

Executive separation costs (d)

 

1,686

 

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

 

841

 

286

Tax effect (f)

 

(1,221)

 

(5,377)

Adjusted free cash flow

$

969,279

$

928,960

____________________

(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 elimination of cash received in conjunction with the divestiture of Progressive Wastecertain operations.
(c)Reflects the addback of acquisition-related transaction costs which for 2016 primarily related toand the Progressive Waste acquisition.settlement of an acquired tax liability.
(d)Reflects the addbackcash component of rebranding costs and other integration-related itemsseverance expense associated with the Progressive Waste acquisition, including professional fees and severance costs.an executive departure.
(e)Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
(f)Reflects the addback of cash bonuses paid pursuant to the Company’s Synergy Bonus Program adopted on July 19, 2016 in conjunction with the Progressive Waste acquisition.
(g)The aggregate tax effect of footnotes (a) through (f)(e) is calculated based on the applied tax rates for the respective periods.

67

53

Adjusted EBITDA

We present adjusted EBITDA, a non-GAAP financial measure, supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We define adjusted EBITDA as net income attributable to Waste Connections, plus or minus net income (loss) attributable to noncontrolling interests, plus or minus income tax provision, (benefit), plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income, plus foreign currency transaction loss, less foreign currency transaction gain.income. We further adjust this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently. Our adjusted EBITDA for the three and nine month periods ended September 30, 20172023 and 2016,2022, are calculated as follows (amounts in thousands of U.S. dollars):

  Three months ended
September 30,
  Nine months ended
September 30,
 
  2017  2016  2017  2016 
Net income attributable to Waste Connections $123,227  $88,617  $261,732  $160,948 
Plus: Net income attributable to noncontrolling interests  183   264   559   670 
Plus: Income tax provision  64,390   42,485   100,220   86,750 
Plus: Interest expense  32,471   27,621   92,763   65,291 
Less: Interest income  (1,656)  (171)  (3,131)  (447)
Plus: Depreciation and amortization  163,554   152,688   471,894   319,707 
Plus: Closure and post-closure accretion  2,971   3,034   8,805   5,908 
Plus: Impairments and other operating items  832   7,682   141,333   4,634 
Plus/less: Other expense (income), net  (1,709)  (500)  (3,561)  268 
Plus/less: Foreign currency transaction loss (gain)  1,864   350   3,502   (339)
Adjustments:                
Plus: Transaction-related expenses (a)  1,958   310   4,418   46,827 
Plus: Pre-existing Progressive Waste share-based grants (b)  2,369   4,466   12,947   9,823 
Plus: Integration-related and other expenses (c)  2,922   10,178   8,344   40,300 
Plus: Synergy bonus (d)  -   5,300   -   5,300 
Adjusted EBITDA $393,376  $342,324  $1,099,825  $745,640 

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

Net income attributable to Waste Connections

$

229,026

$

236,912

$

636,047

$

641,310

Plus: Net income attributable to noncontrolling interests

 

165

 

213

 

150

 

390

Plus: Income tax provision

 

62,975

 

48,753

 

185,915

 

155,899

Plus: Interest expense

 

69,016

 

51,161

 

204,914

 

137,565

Less: Interest income

 

(2,833)

 

(1,784)

 

(6,886)

 

(2,574)

Plus: Depreciation and amortization

 

254,371

 

232,146

 

750,087

 

676,130

Plus: Closure and post-closure accretion

 

4,609

 

4,061

 

13,696

 

12,148

Plus: Impairments and other operating items

 

56,477

 

13,438

 

69,201

 

19,467

Less: Other income, net

 

(5,372)

 

(8,487)

 

(8,346)

 

(2,373)

Adjustments:

 

 

 

 

Plus: Transaction-related expenses (a)

 

3,108

 

10,461

 

7,014

 

18,694

Plus (less): Fair value changes to equity awards (b)

 

(379)

 

1,196

65

 

349

Plus: Executive separation costs (c)

 

 

 

15,063

 

Adjusted EBITDA

$

671,163

$

588,070

$

1,866,920

$

1,657,005

____________________

(a)Reflects the addback of acquisition-related transaction costs, which for 2016 primarily related to the Progressive Waste acquisition.costs.
(b)Reflects share-based compensation costs, including changes in fair value accounting changes associated with share-based awards granted by Progressive Waste outstanding at the time of the Progressive Waste acquisition.certain equity awards.
(c)Reflects the addbackcash and non-cash components of rebranding costs and other integration-related items, including professional fees and severance costs,expense associated with the Progressive Waste acquisition.
(d)Reflects the addback of bonuses accrued pursuant to the Company’s Synergy Bonus Program adopted on July 19, 2016 in connection with the Progressive Waste acquisition.an executive departure.

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54

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

Attributable to Waste Connections

We present adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, both non-GAAP financial measures, supplementally because they are widely used by investors as a valuation measuremeasures in the solid waste industry. Management uses adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We provide adjusted net income attributable to Waste Connections to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income attributable to Waste Connections has limitations due to the fact that it excludes items that have an impact on our financial condition and results of operations. Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections are not a substitute for, and should be used in conjunction with, GAAP financial measures. 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, 20172023 and 2016,2022, are calculated as follows (amounts in thousands of U.S. dollars, except per share amounts):

  Three months ended
September 30,
  Nine months ended
September 30,
 
  2017  2016  2017  2016 
Reported net income attributable to Waste Connections $123,227  $88,617  $261,732  $160,948 
Adjustments:                
Amortization of intangibles (a)  26,613   26,944   76,886   48,719 
Impairments and other operating items (b)  832   7,682   141,333   4,634 
Transaction-related expenses (c)  1,958   310   4,418   46,827 
Pre-existing Progressive Waste share-based grants (d)  2,369   4,466   12,947   9,823 
Integration-related and other expenses (e)  2,922   10,178   8,344   40,300 
Synergy bonus (f)  -   5,300   -   5,300 
Tax effect (g)  (3,575)  (19,001)  (75,828)  (43,630)
Impact of deferred tax adjustment (h)  3,787   1,964   3,787   1,964 
Adjusted net income attributable to Waste Connections $158,133  $126,460  $433,619  $274,885 
                 
Diluted earnings per common share attributable to Waste Connections’ common shareholders:                
Reported net income $0.47  $0.34  $0.99  $0.73 
Adjusted net income $0.60  $0.48  $1.64  $1.25 

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

Reported net income attributable to Waste Connections

$

229,026

$

236,912

$

636,047

$

641,310

Adjustments:

 

Amortization of intangibles (a)

 

39,405

38,859

117,740

113,956

Impairments and other operating items (b)

 

56,477

13,438

69,201

19,467

Transaction-related expenses (c)

 

3,108

10,461

7,014

18,694

Fair value changes to equity awards (d)

 

(379)

1,196

65

349

Executive separation costs (e)

 

15,063

Tax effect (f)

 

(24,586)

(15,944)

(49,356)

(38,260)

Adjusted net income attributable to Waste Connections

$

303,051

$

284,922

$

795,774

$

755,516

Diluted earnings per common share attributable to Waste Connections’ common shareholders:

 

  

 

  

 

 

  

Reported net income

$

0.89

$

0.92

$

2.46

$

2.49

Adjusted net income

$

1.17

$

1.10

$

3.08

$

2.93

____________________

(a)Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.assets.
(b)Reflects the addback of impairments and other operating items.
(c)Reflects the addback of acquisition-related transaction costs, which for 2016 primarily related to the Progressive Waste acquisition.costs.
(d)Reflects share-based compensation costs, including changes in fair value accounting changes associated with share-based awards granted by Progressive Waste outstanding at the time of the Progressive Waste acquisition.certain equity awards.
(e)Reflects the addbackcash and non-cash components of rebranding costs and other integration-related items, including professional fees and severance costs,expense associated with the Progressive Waste acquisition.an executive departure.
(f)Reflects the addback of bonuses accrued pursuant to the Company’s Synergy Bonus Program adopted on July 19, 2016 in connection with the Progressive Waste acquisition.
(g)The aggregate tax effect of the adjustments in footnotes (a) through (f)(e) is calculated based on the applied tax rates for the respective periods.
(h)Reflects in 2016 a change in the geographical apportionment of our deferred tax liabilities resulting from the Progressive Waste acquisition. In 2017, reflects the elimination of an increase to the income tax provision associated with an increase in the Company’s deferred tax liabilities resulting from the enactment of the Illinois State Budget Public Act 100-0022 on July 6, 2017.

69

INFLATION

Other than volatility inIn the current environment, we have seen inflationary pressures resulting from higher fuel, pricesmaterials and labor costs in certain markets inflation has not materially affected our operationsand higher resulting third-party costs in recent years.areas such as brokerage, repairs and construction.  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. 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. Management'sManagement’s estimates associated with inflation have an impact on our accounting for landfill liabilities.

55

SEASONALITY

WeBased on historic trends, excluding any impact from the COVID-19 pandemic or an economic recession, we would expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters and lower in the fourth quarter than in the second and third quarters. This seasonality reflects (a) the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during winter months in Canada and the U.S. and (b) reduced E&P activity during harsh weather conditions, with expected fluctuation due to such seasonality between our highest and lowest quarters of approximately 10%. In addition, some of our operating costs may be higher in the winter months. 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.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Item 3.Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to market risk, including changes in interest rates, and prices of certain commodities.commodities and foreign currency exchange rate risks. We use hedge agreements to manage a portion of our risks related to interest rates and fuel prices.rates. While we are exposed to credit risk in the event of non-performance by counterparties to our hedge agreements, in all cases such counterparties are highly rated financial institutions and we do not anticipate non-performance.non-performance under current market conditions. We do not hold or issue derivative financial instruments for trading purposes. We monitor our hedge positions by regularly evaluating the positions at market and by performing sensitivity analyses over the unhedged fuel and variable rate debt positions.

At September 30, 2017,2023, our derivative instruments included 14four interest rate swap agreements that effectively fix the interest rate on the applicable notional amounts of our variable rate debt as follows (dollars in thousands of U.S. dollars):

Date Entered Notional
Amount
  Fixed
Interest
Rate Paid*
  Variable
Interest Rate
Received
 Effective Date Expiration
Date
April 2014 $100,000   1.800% 1-month LIBOR July 2014 July 2019
May 2014 $50,000   2.344% 1-month LIBOR October 2015 October 2020
May 2014 $25,000   2.326% 1-month LIBOR October 2015 October 2020
May 2014 $50,000   2.350% 1-month LIBOR October 2015 October 2020
May 2014 $50,000   2.350% 1-month LIBOR October 2015 October 2020
April 2016 $100,000   1.000% 1-month LIBOR February 2017 February 2020
June 2016 $75,000   0.850% 1-month LIBOR February 2017 February 2020
June 2016 $150,000   0.950% 1-month LIBOR January 2018 January 2021
June 2016 $150,000   0.950% 1-month LIBOR January 2018 January 2021
July 2016 $50,000   0.900% 1-month LIBOR January 2018 January 2021
July 2016 $50,000   0.890% 1-month LIBOR January 2018 January 2021
August 2017 $100,000   1.900% 1-month LIBOR July 2019 July 2022
August 2017 $200,000   2.200% 1-month LIBOR October 2020 October 2025
August 2017 $150,000   1.950% 1-month LIBOR February 2020 February 2023

    

    

Fixed

    

Variable

    

    

Notional

Interest

Interest Rate

Expiration

Date Entered

Amount

Rate Paid (a)

Received

Effective Date (b)

Date

August 2017

$

200,000

 

2.1230

%  

1-month Term SOFR

 

November 2022

 

October 2025

June 2018

$

200,000

2.8480

%  

1-month Term SOFR

November 2022

October 2025

June 2018

$

200,000

2.8284

%  

1-month Term SOFR

November 2022

October 2025

December 2018

$

200,000

2.7715

%  

1-month Term SOFR

November 2022

July 2027

____________________

(a)*Plus applicable margin.

(b)In October 2022, we amended the reference rate in all of our outstanding interest rate swap contracts to replace One-Month LIBOR with One-Month Term SOFR and certain credit spread adjustments. We did not record any gains or losses upon the conversion of the reference rates in these interest rate swap contracts, and we believe these amendments will not have a material impact on our Condensed Consolidated Financial Statements.

Under derivatives and hedging guidance, the interest rate swap agreements are considered cash flow hedges for a portion of our variable rate debt, and we apply hedge accounting to account for these instruments. The notional amounts and all other significant terms of the swap agreements are matched to the provisions and terms of the variable rate debt being hedged.

70

We have performed sensitivity analyses to determine how market rate changes will affect the fair value of our unhedged floating rate debt. Such an analysis is inherently limited in that it reflects a singular, hypothetical set of assumptions. Actual market movements may vary significantly from our assumptions. Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements. We are exposed to cash flow risk due to changes in interest rates with respect to the unhedged floating rate balances owed at September 30, 20172023 and December 31, 2016,2022, of $1.502$1.182 billion and $1.594$1.115 billion, respectively, including floating rate debt under our Credit Agreement and floating rate tax-exempt bond obligations.Term Loan Agreement. A one percentage point increase in interest rates on our variable-rate debt as ofat September 30, 20172023 and December 31, 2016,2022, would decrease our annual pre-tax income by approximately $15.0$11.8 million and $15.9$11.1 million, respectively. All of our remaining debt instruments are at fixed rates, or effectively fixed under the interest rate swap agreements described above; therefore, changes in market interest rates under these instruments would not significantly impact our cash flows or results of operations, subject to counterparty default risk.

56

The market price of diesel fuel is unpredictable and can fluctuate significantly.  We purchase approximately 64.0 million gallonsBecause of the volume of fuel per year; therefore,we purchase each year, a significant increase in the price of fuel could adversely affect our business and reduce our operating margins.  To manage a portion of this risk, we periodically enter into fuel hedge agreements related to forecasted diesel fuel purchases. 

purchases, and we also enter into fixed price fuel purchase contracts.  At September 30, 2017, our derivative instruments included four2023, we had no fuel hedge agreements as follows: 

Date Entered Notional
Amount
(in gallons
per
month)
  Diesel
Rate
Paid
Fixed
(per
gallon)
  Diesel Rate Received
Variable
 Effective
Date
 Expiration
Date
May 2015  300,000  $3.2800  DOE Diesel Fuel Index* January 2016 December 2017
May 2015  200,000  $3.2750  DOE Diesel Fuel Index* January 2016 December 2017
July 2016  500,000  $2.4988  DOE Diesel Fuel Index* January 2017 December 2017
July 2016  1,000,000  $2.6345  DOE Diesel Fuel Index* January 2018 December 2018

*If the national U.S. on-highway averagein place; however, we have entered into fixed price for a gallon of diesel fuel, or average price, as published by the U.S. Department of Energy, exceeds the contract price per gallon, we receive the difference between the average price and the contract price (multiplied by the notional number of gallons) from the counterparty.  If the average price is less than the contract price per gallon, we pay the difference to the counterparty.

Under derivatives and hedging guidance, the fuel hedges are considered cash flow hedges for a portion of our forecasted diesel fuel purchases,purchase contracts for 2023 as described below.

For the year ending December 31, 2023, we expect to purchase approximately 89.3 million gallons of diesel fuel, of which 47.0 million gallons will be purchased at market prices and we apply hedge accounting to account for these instruments. 

42.3 million gallons will be purchased under our fixed price diesel fuel purchase contracts. We have performed sensitivity analyses to determine how market rate changes will affect the fair value of our unhedged, market rate diesel fuel purchases.  Such an analysis is inherently limited in that it reflects a singular, hypothetical set of assumptions.  Actual market movements may vary significantly from our assumptions.  Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements.  For the year ending December 31, 2017, we expect to purchase approximately 64.0 million gallons of fuel, of which 33.2 million gallons will be purchased at market prices, 18.8 million gallons will be purchased under our fixed price fuel purchase contracts and 12.0 million gallons are hedged at a fixed price under our fuel hedge agreements. During the three month period of October 1, 20172023 to December 31, 2017,2023, we expect to purchase approximately 8.311.7 million gallons of diesel fuel at market prices; therefore, a $0.10 per gallon increase in the price of diesel fuel over the remaining three months in 20172023 would decrease our pre-tax income during this period by approximately $0.8$1.2 million.

We market a variety of recyclable materials, including compost, cardboard, officemixed paper, plastic containers, glass bottles and ferrous and aluminum metals. We own and operate recycling operations and sell othermarket collected recyclable materials to third parties for processing before resale. ToWhere possible, to reduce our exposure to commodity price risk with respect to recycled materials, we have adopted a pricing strategy of charging collection and processing fees for recycling volume collected from third parties. In the event of a decline in recycled commodity prices, a 10% decrease in average recycled commodity prices from the average prices that were in effect during the nine months ended September 30, 20172023 and 2016,2022, would have had a $12.4$10.3 million and $5.6$17.1 million impact on revenues, forrespectively.

We have operations in Canada and, where significant, we have quantified and described the nine months ended September 30, 2017impact of foreign currency translation on components of income, including operating revenue and 2016,operating costs. However, the impact of foreign currency has not materially affected our results of operations in 2023 or 2022. A $0.01 change in the Canadian dollar to U.S. dollar exchange rate would impact our annual revenue and EBITDA by approximately $13.0 million and $5.0 million, respectively.

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57

Table of Contents

Item 4.
Controls and Procedures

Item 4.Controls and Procedures

As required by Rule 13a-15(b) under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded as of September 30, 2017,2023, that our disclosure controls and procedures were effective at the reasonable assurance level such that information required to be disclosed in our Exchange Act reports:  (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (2) is accumulated and communicated to our management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

During the quarter ended September 30, 2017,2023, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

72

58

PART II – OTHER INFORMATION

Item 1.Legal Proceedings 

Item 1.Legal Proceedings

Information regarding our legal proceedings can be found in Note 1718 of our Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and is incorporated herein by reference.

Item 6.Exhibits

Item 6.

Exhibit
Number

Exhibits

    

Exhibit
Number

Description of Exhibits

3.1

3.1

Articles of Amendment dated June 7, 2017 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on May 26, 2017)

3.2

3.2

Articles of Amalgamation dated June 1, 2016 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on June 7, 2016)

3.3

Articles of Amendment (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 7, 2016)

3.3

3.4

By-lawsBy-law No. 1 of the Registrant (incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-K filed on June 7, 2016)

10.1 +

Employment Agreement by and between Waste ‎Connections of Canada Inc. and Dan Pio, effective October 20, 2023

10.1 +

31.1

Waste Connections, Inc. 2016 Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on July 26, 2017)

10.2 +Amendment No. 2 to the Waste Connections, Inc. Nonqualified Deferred Compensation Plan
31.1Certification of ChiefPrincipal Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)

31.2

31.2

Certification of ChiefPrincipal Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)

32.1

32.1

Certification of ChiefPrincipal Executive Officer pursuant to 18 U.S.C. §1350

32.2

32.2

Certification of ChiefPrincipal Financial Officer pursuant to 18 U.S.C. §1350

101.INS

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.INS

101.SCH

XBRL Instance Document
101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

+

Management contract or compensatory plan, contract or arrangement.

+ Management contract or compensatory plan, contract or arrangement.

73

59

SIGNATURES

Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WASTE CONNECTIONS, INC.

Date: October 26, 20172023

BY:

/s/ Ronald J. Mittelstaedt

Ronald J. Mittelstaedt

President and Chief Executive Officer

Date: October 26, 20172023

BY:

/s/ Worthing F. JackmanMary Anne Whitney

Worthing F. Jackman,

Mary Anne Whitney

Executive Vice President and
Chief Financial Officer

74

60