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What changed in Waste Connections, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Waste Connections, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+526 added−523 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in Waste Connections, Inc.'s 2025 10-K

526 paragraphs added · 523 removed · 422 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

157 edited+66 added−57 removed259 unchanged
Biggest changeThe estimated remaining operating lives include assumptions that the operating permits are renewed. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 0 to 5 6 to 10 11 to 20 21 to 40 41 to 50 51+ Total Owned and operated landfills 6 ​ 7 ​ 25 ​ 36 ​ 10 ​ 17 101 Operated landfills under life-of-site agreements — ​ — ​ — ​ 1 ​ 1 ​ 3 5 ​ 6 7 25 37 11 20 106 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 0 to 5 6 to 10 11 to 20 21 to 40 41 to 50 51+ Total Owned and operated landfills 7 ​ 3 ​ 21 ​ 34 ​ 9 ​ 17 91 Operated landfills under life-of-site agreements — ​ — ​ — ​ 2 ​ — ​ 3 5 ​ 7 3 21 36 9 20 96 ​ The disposal tonnage that we received in 2024 and 2023 at all of our landfills is shown in the tables below (tons in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, ​ June 30, ​ September 30, ​ December 31, ​ Twelve Months ​ ​ 2024 ​ 2024 ​ 2024 ​ 2024 ​ Ended ​ Number Total Number Total Number Total Number Total December 31, ​ ​ of Sites ​ Tons ​ of Sites ​ Tons ​ of Sites ​ Tons ​ of Sites ​ Tons ​ 2024 Owned operational landfills and landfills operated under life-of-site agreements 105 ​ 11,820 ​ 106 ​ 13,767 ​ 107 ​ 13,831 ​ 106 ​ 12,710 52,128 Operated landfills 7 ​ 170 ​ 7 ​ 181 ​ 7 ​ 187 ​ 7 ​ 174 712 ​ 112 11,990 113 13,948 114 14,018 113 12,884 52,840 ​ 8 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, ​ June 30, ​ September 30, ​ December 31, ​ Twelve Months ​ ​ 2023 ​ 2023 ​ 2023 ​ 2023 ​ Ended ​ Number Total Number Total Number Total Number Total December 31, ​ ​ of Sites ​ Tons ​ of Sites ​ Tons ​ of Sites ​ Tons ​ of Sites ​ Tons ​ 2023 Owned operational landfills and landfills operated under life-of-site agreements 94 ​ 11,681 ​ 95 ​ 12,873 ​ 96 ​ 13,077 ​ 96 ​ 12,082 49,713 Operated landfills 7 ​ 160 ​ 7 ​ 173 ​ 7 ​ 179 ​ 7 ​ 182 694 ​ 101 11,841 102 13,046 103 13,256 103 12,264 50,407 ​ The expiration dates for the seven operated landfills range from 2025 to 2042.
Biggest changeThe estimated remaining operating lives include assumptions that the operating permits are renewed. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ 0 to 5 ​ ​ ​ 6 to 10 ​ ​ ​ 11 to 20 ​ ​ ​ 21 to 40 ​ ​ ​ 41 to 50 ​ ​ ​ 51+ ​ ​ ​ Total Owned operational landfills 6 ​ 8 ​ 22 ​ 38 ​ 9 ​ 19 102 Landfills operated under life-of-site agreements — ​ — ​ 3 ​ 1 ​ — ​ 1 5 ​ 6 8 25 39 9 20 107 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ 0 to 5 ​ ​ ​ 6 to 10 ​ ​ ​ 11 to 20 ​ ​ ​ 21 to 40 ​ ​ ​ 41 to 50 ​ ​ ​ 51+ ​ ​ ​ Total Owned operational landfills 6 ​ 7 ​ 25 ​ 36 ​ 10 ​ 17 101 Landfills operated under life-of-site agreements — ​ — ​ — ​ 1 ​ 1 ​ 3 5 ​ 6 7 25 37 11 20 106 ​ 7 Table of Contents The disposal tonnage that we received in 2025 and 2024 at all of our landfills is shown in the tables below (tons in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, ​ June 30, ​ September 30, ​ December 31, ​ Twelve Months ​ ​ 2025 ​ 2025 ​ 2025 ​ 2025 ​ Ended ​ ​ ​ ​ Number ​ ​ ​ Total ​ ​ ​ Number ​ ​ ​ Total ​ ​ ​ Number ​ ​ ​ Total ​ ​ ​ Number ​ ​ ​ Total ​ ​ ​ December 31, ​ ​ of Sites ​ Tons ​ of Sites ​ Tons ​ of Sites ​ Tons ​ of Sites ​ Tons ​ 2025 Owned operational landfills and landfills operated under life-of-site agreements 106 ​ 11,551 ​ 106 ​ 13,180 ​ 106 ​ 13,936 ​ 107 ​ 13,209 51,876 Operated landfills 7 ​ 155 ​ 7 ​ 193 ​ 7 ​ 179 ​ 7 ​ 173 700 ​ 113 11,706 113 13,373 113 14,115 114 13,382 52,576 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ March 31, ​ June 30, ​ September 30, ​ December 31, ​ Twelve Months ​ ​ 2024 ​ 2024 ​ 2024 ​ 2024 ​ Ended ​ ​ ​ ​ Number ​ ​ ​ Total ​ ​ ​ Number ​ ​ ​ Total ​ ​ ​ Number ​ ​ ​ Total ​ ​ ​ Number ​ ​ ​ Total ​ ​ ​ December 31, ​ ​ of Sites ​ Tons ​ of Sites ​ Tons ​ of Sites ​ Tons ​ of Sites ​ Tons ​ 2024 Owned operational landfills and landfills operated under life-of-site agreements 105 ​ 11,820 ​ 106 ​ 13,767 ​ 107 ​ 13,831 ​ 106 ​ 12,710 52,128 Operated landfills 7 ​ 170 ​ 7 ​ 181 ​ 7 ​ 187 ​ 7 ​ 174 712 ​ 112 11,990 113 13,948 114 14,018 113 12,884 52,840 ​ The expiration dates for the seven operated landfills range from 2027 to 2042.
To generate internal revenue growth, our district management and sales and marketing personnel focus on increasing market penetration in our current and adjacent markets, soliciting new customers in markets where such customers have the option to choose a particular waste collection service and marketing upgraded or additional 2 Table of Contents services (such as compaction or automated collection) to existing customers.
To generate internal revenue growth, our district management and sales and marketing personnel focus on increasing market penetration in our current and adjacent markets, soliciting new customers in markets 2 Table of Contents where such customers have the option to choose a particular waste collection service and marketing upgraded or additional services (such as compaction or automated collection) to existing customers.
Earlier, in April 2022, EPA issued a 23 Table of Contents memorandum to seek to minimize PFAS pollution in surface water as EPA works to set effluent guidelines, develop analytical methods and issue water quality criteria for PFAS.
Earlier, in April 2022, EPA 23 Table of Contents issued a memorandum to seek to minimize PFAS pollution in surface water as EPA works to set effluent guidelines, develop analytical methods and issue water quality criteria for PFAS.
Although we cannot be certain that all future expansions will be permitted as designed, the average remaining landfill life for our owned and operated landfills and landfills operated, but not owned, under life-of-site agreements is estimated to be approximately 34 years when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume.
Although we cannot be certain that all future expansions will be permitted as designed, the average remaining landfill life for our owned operational landfills and landfills operated, but not owned, under life-of-site agreements is estimated to be approximately 34 years when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume.
If the EPA moves forward with regulating these or other contaminants of concern, we and our customers may face higher compliance costs for, among other things, proper treatment of contaminated substances. PFAS are also the subject of environmental and health reviews by the federal and provincial governments in Canada.
If the EPA moves forward with regulating these or other contaminants of concern in the future, we and our customers may face higher compliance costs for, among other things, proper treatment of contaminated substances. PFAS are also the subject of environmental and health reviews by the federal and provincial governments in Canada.
Air Emissions 1. The Clean Air Act, or CAA In the United States, the CAA generally regulates the emissions of air pollutants from a variety of sources, including certain landfills and oilfield waste facilities, based on factors such as the date of the construction and tons per year of emissions of regulated pollutants.
The Clean Air Act, or CAA In the United States, the CAA generally regulates the emissions of air pollutants from a variety of sources, including certain landfills and oilfield waste facilities, based on factors such as the date of the construction and tons per year of emissions of regulated pollutants.
Under our current insurance program for our U.S. operations, we carry per incident deductibles or self-insured retentions ranging from $350,000 to $25 million for automobile liability claims, workers’ compensation and employer’s liability claims, general liability claims, employee group health insurance and employment practices liability, environmental liability, and for most property claims, subject to certain additional terms and conditions.
Under our current insurance program for our U.S. operations, we carry per incident deductibles or self-insured retentions ranging from $350,000 to $50 million for automobile liability claims, workers’ compensation and employer’s liability claims, general liability claims, employee group health insurance and employment practices liability, environmental liability, and for most property claims, subject to certain additional terms and conditions.
Federal water pollution control authority is derived primarily from the Fisheries Act, which contains provisions for the protection of water quality and fish habitat. This includes a general prohibition on the deposit of any deleterious substances into water that is frequented by fish, unless otherwise authorized.
Federal water pollution control authority is derived primarily from the Fisheries Act, which contains provisions for the protection of fish (water quality), fish habitat and the use of fish by man. This includes a general prohibition on the deposit of any deleterious substances into water that is frequented by fish, unless otherwise authorized.
Whitney held various finance positions for Wheelabrator Technologies from 1990 to 2001. Ms. Whitney holds a B.A. degree in Economics from Georgetown University and an M.B.A. in Finance from New York University Stern School of Business. Ms. Whitney also serves on the Board of Directors of Vestis Corp. Matthew S.
Whitney held various finance positions for Wheelabrator Technologies from 1990 to 2001. She serves on the Board of Directors of Vestis Corp. Ms. Whitney holds a B.A. degree in Economics from Georgetown University and an M.B.A. in Finance from New York University Stern School of Business. Matthew S.
We also monitor the available permitted in-place disposal capacity of our landfills on an ongoing basis and evaluate whether to seek capacity expansion using a variety of factors. We are currently seeking to expand permitted capacity at seven of our landfills, for which we consider expansions to be probable.
We also monitor the available permitted in-place disposal capacity of our landfills on an ongoing basis and evaluate whether to seek capacity expansion using a variety of factors. We are currently seeking to expand permitted capacity at six of our landfills, for which we consider expansions to be probable.
The electricity is then sold to public utilities. For 16 of these projects, the landfill gas is processed to pipeline quality natural gas and sold to natural gas companies. In some cases, landfill gas generated at our landfills qualifies as a renewable fuel for which renewable fuel credits may be available.
The electricity is then sold to public utilities. For 17 of these projects, the landfill gas is processed to pipeline quality natural gas and sold to natural gas companies. In some cases, landfill gas generated at our landfills qualifies as a renewable fuel for which renewable fuel credits may be available.
The references in this Annual Report on Form 10-K to our website address or any third party’s website address, including but not limited to the SEC’s website and any websites maintained by the securities commissions or similar regulatory authorities in Canada, do not constitute incorporation by reference of the information contained in those websites and should not be considered part of this document unless otherwise expressly stated.
The references in this Annual Report on Form 10-K to our website address or any third party’s website address, including but not limited to the SEC’s website and any websites maintained by the securities commissions or similar regulatory authorities in Canada, do not constitute incorporation by reference of the information contained in those websites and should not be considered part of this document unless otherwise expressly stated. 32 Table of Contents
Under our current insurance program for our Canadian operations, we carry per incident deductibles or self-insured retentions ranging from $350,000 to $10 million for automobile liability claims, property claims, employment practices liability and environmental liability. Since workers’ compensation is a provincial coverage limited by the various province jurisdictions, the umbrella coverage is not applicable.
Under our current insurance program for our Canadian operations, we carry per incident deductibles or self-insured retentions ranging from $350,000 to $22.5 million for automobile liability claims, property claims, employment practices liability and environmental liability. Since workers’ compensation is a provincial coverage limited by the various province jurisdictions, the umbrella coverage is not applicable.
None of our oilfield waste recycling, treatment and disposal facilities are 12 Table of Contents currently permitted to accept hazardous wastes. Some wastes handled by us that currently are exempt from regulation as hazardous wastes may in the future be designated as “hazardous wastes” under RCRA or other applicable statutes if changes in laws or regulations were to occur.
None of our oilfield waste recycling, treatment and disposal facilities are currently permitted to accept hazardous wastes. Some wastes handled by us that currently are exempt from regulation as hazardous wastes may in the future be designated as “hazardous wastes” under RCRA or other applicable statutes if changes in laws or regulations were to occur.
Each province has its own regulatory regime; however, the key requirements under these regimes are similar across Canada. For example, the EP Act in Ontario authorizes the agency to issue orders to responsible persons to undertake remedial or other corrective actions to investigate, monitor, and remediate the discharge or presence of contaminants in the environment.
Each province has its own regulatory regime; however, the key requirements under these regimes are similar across Canada. For example, the EP Act in Ontario authorizes the agency to 13 Table of Contents issue orders to responsible persons to undertake remedial or other corrective actions to investigate, monitor, and remediate the discharge or presence of contaminants in the environment.
Further, to the extent listed as a hazardous material under the HMTA, additional licensing as well as increased liability and operating costs could be incurred in connection with transportation of waste materials, generally. 13 Table of Contents 3. Canadian Waste Legislation The primary waste laws regulating our business in Canada are imposed by the provinces.
Further, to the extent listed as a hazardous material under the HMTA, additional licensing as well as increased liability and operating costs could be incurred in connection with transportation of waste materials, generally. 3. Canadian Waste Legislation The primary waste laws regulating our business in Canada are imposed by the provinces.
Limiting or eliminating the RFS could have the effect of reducing or eliminating the volume of RINs required to meet blending requirements, which could adversely affect the demand for RINs and accordingly the revenue stream we have historically derived from the sale of RINs. ‎Further, uncertainty associated with RFS regulatory requirements may increase volatility of RIN prices, which may adversely affect our business.
Limiting or eliminating the RFS could have the effect of reducing or eliminating the volume of RINs 25 Table of Contents required to meet blending requirements, which could adversely affect the demand for RINs and accordingly the revenue stream we have historically derived from the sale of RINs. ‎Further, uncertainty associated with RFS regulatory requirements may increase volatility of RIN prices, which may adversely affect our business.
We also maintain a worker safety program that encourages safe practices in the workplace. Operating practices at our operations emphasize minimizing the possibility of environmental contamination and litigation. 27 Table of Contents Our risk management programs are designed, we believe, to ensure that our facilities are in material compliance with applicable federal, state and provincial regulations.
We also maintain a worker safety program that encourages safe practices in the workplace. Operating practices at our operations emphasize minimizing the possibility of environmental contamination and litigation. Our risk management programs are designed, we believe, to ensure that our facilities are in material compliance with applicable federal, state and provincial regulations.
CERCLA also imposes liability for the cost of evaluating and remedying damage to natural resources. Various states have enacted laws analogous to and independent of CERCLA that also impose liability, which is typically strict and joint and several, for investigation, cleanup and other damages associated with the release of hazardous or other regulated substances.
CERCLA also imposes liability for the cost of evaluating and remedying damage to natural resources. Various states have enacted laws analogous to and independent of CERCLA that also impose liability, which is typically strict and joint and several, for investigation, cleanup and other damages associated with the release of hazardous or other regulated 12 Table of Contents substances.
In addition, state air regulatory agencies may request delegation of authority to implement the FIP and state law requirements may impose additional restrictions beyond federal requirements, which could also result in compliance costs. For example, some state air programs uniquely regulate odor and the emission of certain specific toxic air pollutants.
In addition, state air regulatory agencies may request delegation of authority to implement the FIP and state law requirements may impose 16 Table of Contents additional restrictions beyond federal requirements, which could also result in compliance costs. For example, some state air programs uniquely regulate odor and the emission of certain specific toxic air pollutants.
If we are unable to pass such higher costs through to our customers, or if our customers’ costs of developing and producing hydrocarbons increase, our business, financial condition and operating results could be adversely affected. The impact of any potential rules affecting existing sources is uncertain. 5.
If we are unable to pass such higher costs through to our customers, or if our 21 Table of Contents customers’ costs of developing and producing hydrocarbons increase, our business, financial condition and operating results could be adversely affected. The impact of any potential rules affecting existing sources is uncertain. 5.
In addition to the provincial departments of transportation, Transport Canada has jurisdiction to regulate the transportation of dangerous goods, which can include wastes. E. Additional Regulatory Considerations We also review regulatory developments that may affect our business, including, among others, those described below. 1.
In addition to the provincial departments of transportation, Transport Canada has jurisdiction to regulate the transportation of dangerous goods, which can include wastes. 18 Table of Contents E. Additional Regulatory Considerations We also review regulatory developments that may affect our business, including, among others, those described below. 1.
Under the 2019 PFAS ‎Act, EPA was further directed to include PFAS substances in the SDWA monitoring program for ‎unregulated contaminants ‎and to promulgate a rule requiring PFAS data submission under TSCA. Since that time, EPA has taken a significant number of steps regarding PFAS.
Under the 2019 PFAS ‎Act, EPA was further directed to include PFAS substances in the SDWA monitoring program for ‎unregulated contaminants 22 Table of Contents ‎and to promulgate a rule requiring PFAS data submission under TSCA. Since that time, EPA has taken a significant number of steps regarding PFAS.
In new markets, we often use an initial acquisition as an operating base and seek to strengthen the acquired operation’s presence in that market by providing additional services, adding new customers and making “tuck-in” acquisitions of other waste companies in that market or adjacent markets.
In new markets, we often use an initial acquisition as an operating base and seek to strengthen the acquired operation's presence in that market by providing additional services, adding new customers and making "tuck-in" acquisitions of other waste companies in that market or adjacent markets.
In our ordinary course of business, we incur significant costs complying with these statutes, regulations and applicable standards they impose. A brief description of certain of the primary statutes affecting our operations is discussed below. Laws and Regulations A. Waste and Hazardous Substances 1.
In our ordinary course of business, we incur significant costs complying with these statutes, regulations and applicable standards they impose. A brief description of certain of the primary statutes affecting our operations is discussed below. 11 Table of Contents Laws and Regulations A. Waste and Hazardous Substances 1.
Any such regulations limiting, prohibiting or imposing operational 20 Table of Contents requirements on hydraulic fracturing could reduce oil and natural gas E&P activities by our customers and, therefore, adversely affect our business. Such laws or regulations could also materially increase our costs of compliance. 3.
Any such regulations limiting, prohibiting or imposing operational requirements on hydraulic fracturing could reduce oil and natural gas E&P activities by our customers and, therefore, adversely affect our business. Such laws or regulations could also materially increase our costs of compliance. 3.
Public sector operators may have financial and other advantages over us because of their access to user fees and similar charges, tax revenues, tax-exempt financing and the ability to flow-control waste streams to publicly owned disposal facilities.
Public sector operators may have financial and other advantages over us because of their access to 9 Table of Contents user fees and similar charges, tax revenues, tax-exempt financing and the ability to flow-control waste streams to publicly owned disposal facilities.
The regulation of GHG emissions from oil and gas E&P operations may increase the costs to our customers of developing and producing hydrocarbons and, as a result, may have an indirect and adverse effect on the amount of E&P waste delivered to our 21 Table of Contents facilities.
The regulation of GHG emissions from oil and gas E&P operations may increase the costs to our customers of developing and producing hydrocarbons and, as a result, may have an indirect and adverse effect on the amount of E&P waste delivered to our facilities.
From March 2010 to October 2013, Mr. Pio served as Vice President and Chief Operating Officer of BFI Canada. From January 2001 to October 2005, Mr. Pio served as Senior Vice President with Waste Management, Inc. and President of Waste Management of Canada. During his over 35 years in the solid waste industry, Mr.
Pio served as Vice President and Chief Operating Officer of BFI Canada. From January 2001 to October 2005, Mr. Pio served as Senior Vice President with Waste Management, Inc. and President of Waste Management of Canada. During his over 35 years in the solid waste industry, Mr.
Greater precipitation in the winter increases the weight of collected MSW, resulting in higher disposal costs, which are calculated primarily on a per ton basis. 29 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth certain information concerning our executive officers as of February 3, 2025: ​ ​ ​ ​ ​ ​ Name Age Positions Ronald J.
Greater precipitation in the winter increases the weight of collected MSW, resulting in higher disposal costs, which are calculated primarily on a per ton basis. 29 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table sets forth certain information concerning our executive officers as of February 2, 2026: ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Positions Ronald J.
From April 2002 to that date, Mr. Nielsen served as a Region Vice President of the Company, including for its Southern, Western and Eastern Regions. From May 1999 to April 2002, Mr. Nielsen served as a District Manager of the Company. Prior to joining the Company in May 1999, Mr.
From April 2002 to that date, Mr. Nielsen served as a Region Vice President of the Company, including for its Southern, Western and 31 Table of Contents Eastern Regions. From May 1999 to April 2002, Mr. Nielsen served as a District Manager of the Company. Prior to joining the Company in May 1999, Mr.
We also compete in certain markets with publicly held and privately owned companies such as Waste Management, Inc., Republic Services, Inc., Clean Harbors, Inc., Secure Waste Infrastructure Corp., Nuverra Environmental Solutions, Trinity Environmental Services, LLC, Ecoserv, LLC, Oilfield Water Logistics LLC, Albright Flush Systems Ltd., Plains Environmental, Catapult Environmental Inc. and others.
We also compete in certain markets with publicly held and privately owned companies such as Waste Management, Inc., Republic Services, Inc., Clean Harbors, Inc., Secure Waste Infrastructure Corp., Select Water Solutions, Inc., Ecoserv, LLC, Oilfield Water Logistics LLC, Albright Flush Systems Ltd., Plains Environmental and others.
This bill was referred to the Subcommittee on Environment and Climate Change in October 2019, but no further action has been taken. In 2023, Representative Scott Perry introduced the Eliminating the RFS and Its Destructive Outcomes Act, which was referred to the House Energy and 25 Table of Contents Commerce Committee, but no further action has been taken.
This bill was referred to the Subcommittee on Environment and Climate Change in October 2019, but no further action has been taken. In 2023, Representative Scott Perry introduced the Eliminating the RFS and Its Destructive Outcomes Act, which was referred to the House Energy and Commerce Committee, but no further action has been taken.
Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire suitable acquisition 10 Table of Contents candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we do not already serve.
Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we do not already serve.
If certain materials such as run-off, collected leachate, or other contaminants from our owned or operated facilities, including landfills, transfer stations, or other facilities, are discharged 14 Table of Contents into streams, rivers or other regulated waters, the Clean Water Act requires a discharge permit.
If certain materials such as run-off, collected leachate, or other contaminants from our owned or operated facilities, including landfills, transfer stations, or other facilities, are discharged into streams, rivers or other regulated waters, the Clean Water Act requires a discharge permit.
The Clean Water Act also contains provisions that can prohibit development or require permitting before construction or expansion of a landfill may occur in areas designated as wetlands.
The Clean Water Act also contains provisions that can prohibit 14 Table of Contents development or require permitting before construction or expansion of a landfill may occur in areas designated as wetlands.
The Canadian federal government enacted the Greenhouse Gas Pollution Pricing Act, or GGPPA, in 2018, which established a national carbon-pricing regime starting in 2019 for provinces and territories in Canada where there is no provincial regime in place or where the provincial regime does not meet the federal benchmark.
The Canadian federal government enacted the Greenhouse Gas Pollution Pricing Act, or GGPPA, in 2018, which establishes a national carbon-pricing regime for provinces and territories in Canada where there is no provincial regime in place or where the provincial regime does not meet the federal benchmark.
We intend to expand the scope of our operations by continuing to acquire waste businesses in new markets and in existing or adjacent markets that are combined with or “tucked-in” to our existing operations.
We intend to expand the scope of our operations by continuing to acquire waste businesses in new markets and in existing or adjacent markets that are combined with or "tucked-in" to our existing operations.
Shea practiced corporate and securities law with Brobeck, Phleger & Harrison LLP in San Francisco from 1999 to 2003 and Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP) in New York and London from 1995 to 1999. Mr.
Shea practiced corporate and securities law with Brobeck, 30 Table of Contents Phleger & Harrison LLP in San Francisco from 1999 to 2003 and Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP) in New York and London from 1995 to 1999. Mr.
Often referred to as the federal backstop, the federal carbon-pricing regime consists of a carbon levy that is applied to certain fossil fuels and an output-based pricing system, or OBPS, that is applied to certain industrial facilities with reported emissions of 50,000 tonnes of carbon dioxide equivalent, or CO2e, or more per year.
Often referred to as the federal backstop, the federal carbon-pricing regime consisted initially of a carbon levy applied to certain fossil fuels and an output-based pricing system, or OBPS, applied to certain industrial facilities with reported emissions of 50,000 tonnes of carbon dioxide equivalent, or CO2e, or more per year.
At this time, it is unclear how the credits, fees, and programs set forth in the IRA will impact our business or our customers’ businesses. RISK MANAGEMENT, INSURANCE AND FINANCIAL SURETY BONDS Risk Management We maintain environmental and other risk management programs that we believe are appropriate for our business.
At this time, it is unclear how the credits, fees, and programs set forth in the IRA or the OBBA will impact our business or our customers’ businesses. 27 Table of Contents RISK MANAGEMENT, INSURANCE AND FINANCIAL SURETY BONDS Risk Management We maintain environmental and other risk management programs that we believe are appropriate for our business.
The emissions guidelines are implemented and enforced by states through State Implementation Plans, or SIPs, which contain the state-specific regulations and guidance directly applying 16 Table of Contents the emissions guidelines to affected sources in the state through permitting, monitoring, and other means.
The emissions guidelines are implemented and enforced by states through State Implementation Plans, or SIPs, which contain the state-specific regulations and guidance directly applying the emissions guidelines to affected sources in the state through permitting, monitoring, and other means.
Given divergent and rapidly evolving regulatory standards, there is currently significant uncertainty about the potential costs to industry and communities associated with operating and control technologies that may be required. 19 Table of Contents 2.
Given divergent and rapidly evolving regulatory standards, there is currently significant uncertainty about the potential costs to industry and communities associated with operating and control technologies that may be required. 2.
From February 2018 to July 2018, Ms. Whitney served as Senior Vice President - Finance of the Company. 30 Table of Contents From March 2012 to February 2018, Ms. Whitney served as Vice President - Finance of the Company. From November 2006 to March 2012, Ms. Whitney served as Director of Finance of the Company. Ms.
From February 2018 to July 2018, Ms. Whitney served as Senior Vice President - Finance of the Company. From March 2012 to February 2018, Ms. Whitney served as Vice President - Finance of the Company. From November 2006 to March 2012, Ms. Whitney served as Director of Finance of the Company. Ms.
As of December 31, 2024 we have gas recovery systems at 59 of our landfills to collect methane, which can then be used to generate electricity for local households, fuel local industrial power plants or power alternative fueled vehicles. For 14 of these beneficial reuse projects, the processed gas is used to fuel electricity generators.
As of December 31, 2025 we have gas recovery systems at 61 of our landfills to collect methane, which can then be used to generate electricity for local households, fuel local industrial power plants or power alternative fueled vehicles. For 15 of these beneficial reuse projects, the processed gas is used to fuel electricity generators.
Under such laws, we could be required to remove previously disposed substances and wastes (including substances disposed of or released by prior owners or operators) or remediate contaminated property (including soil and groundwater contamination, whether from prior owners or operators or other historic activities or spills). B. Wastewater/Stormwater Discharge 1.
Under such laws, we could be required to remove previously disposed substances and wastes (including substances disposed of or released by prior owners or operators) or remediate contaminated property (including soil and groundwater contamination, whether from prior owners or operators or other historic activities or spills).
This focus typically highlights markets in which we can: (1) provide waste collection services under exclusive arrangements such as franchise agreements, municipal contracts and governmental certificates; (2) gain a leading market position and provide vertically integrated collection and disposal services; or (3) gain a leading market position in a niche market through the provision of treatment and disposal services.
This focus typically highlights markets in which we can: (1) provide waste collection services under exclusive arrangements such as franchise agreements, municipal contracts and governmental certificates; (2) provide vertically integrated collection and disposal services and establish a substantial presence; or (3) establish a substantial presence in a niche market through the provision of treatment and disposal services.
From January 2016 to June 2016, Mr. Pio served as Chief Executive Officer and Chief Integration Officer of Progressive Waste Solutions Ltd. prior to its merger with the Company. From October 2013 to January 2016, Mr. Pio served as Executive Vice President, Strategy and Business Development for 31 Table of Contents Progressive Waste Solutions Ltd.
From January 2016 to June 2016, Mr. Pio served as Chief Executive Officer and Chief Integration Officer of Progressive Waste Solutions Ltd. prior to its merger with the Company. From October 2013 to January 2016, Mr. Pio served as Executive Vice President, Strategy and Business Development for Progressive Waste Solutions Ltd. From March 2010 to October 2013, Mr.
Black has been Senior Vice President – Chief Accounting Officer of the Company since February 2023. From January 2017 to that date, Mr. Black served as Senior Vice President and Chief Tax Officer of the Company. From March 2012 to January 2017, Mr. Black served as Vice President and Chief Tax Officer of the Company.
Black has been Senior Vice President and Chief Tax Officer of the Company since May 2025. From February 2023 to that date, Mr. Black served as Senior Vice President and Chief Accounting Officer of the Company. From January 2017 to February 2023, Mr. Black served as Senior Vice President and Chief Tax Officer of the Company.
WASTE SERVICES Collection Services We provide collection services to residential, commercial, municipal, industrial and E&P customers. Our services are generally provided under one of the following arrangements: (1) governmental certificates; (2) exclusive franchise agreements; (3) exclusive municipal contracts; (4) residential subscriptions; (5) residential contracts; or (6) commercial, industrial and E&P service agreements.
Our services are generally provided under one of the following arrangements: (1) governmental certificates; (2) exclusive franchise agreements; (3) exclusive municipal contracts; (4) residential subscriptions; (5) residential contracts; or (6) commercial, industrial and E&P service agreements.
In July 2024, the Canadian Federal Government published a Notice with respect to certain PFAS substances in the Canada Gazette that requires parties who manufacture, import or use certain PFAS substances in the manufacture of other goods in Canada above established thresholds to report information to the government for the purpose of supporting future activities relating to PFAS.
In conjunction with these activities, in July 2024, the federal government published a Notice in the Canada Gazette with respect to certain PFAS substances that required parties who manufacture, import or use certain PFAS substances in the manufacture of other goods in Canada above established thresholds to report information to the government for the purpose of supporting these future risk management activities relating to PFAS.
The price of RINs has been extremely volatile and the value of RINs is dependent upon a variety of factors, including the required volumes promulgated by the EPA. The EPA annually establishes the renewable fuel volumes required under the RFS for the following year.
The price of RINs has been extremely volatile and the value of RINs is dependent upon a variety of factors, including the required volumes promulgated by the EPA. The EPA annually establishes the renewable fuel volumes required under the RFS for the following year, and rules promulgated under the RFS are often challenged in court.
We are a leading provider of waste services in most of our markets, and the key components of our operating strategy, which are tailored to the competitive and regulatory factors that affect our markets, are as follows: Target Secondary and Rural Markets .
We are a leading provider of waste services in most of our markets, and the key components of our operating strategy, which are tailored to the competitive and regulatory factors that affect our markets, are as follows: Target Markets Where We Can Operate Efficiently .
These types of products and materials can be found in wastes that our facilities accept and have accepted for management and disposal. PFAS are environmentally persistent and tend to bioaccumulate in exposed populations. PFAS contamination has been found in the air, soil and water, including drinking water.
These types of products and materials can be found in wastes that our facilities accept and have accepted for management and disposal. PFAS are environmentally persistent and tend to bioaccumulate in exposed populations. PFAS contamination has been found in the air, soil and water, including drinking water. This contamination has prompted action by Congress, EPA and several states.
Black held various positions, including Tax Manager, for PricewaterhouseCoopers LLP. Mr. Black is a Certified Public Accountant and holds a B.S. degree in Accounting and Master’s degree in Taxation from California State University, Sacramento. Aaron J. Bradley has been Senior Vice President – Performance Optimization of the Company since February 2025. ​ From March 2022 to that date, Mr.
Black is a Certified Public Accountant and holds a B.S. degree in Accounting and Master’s degree in Taxation from California State University, Sacramento. Aaron J. Bradley has been Senior Vice President – Performance Optimization of the Company since February 2025. ​ From March 2022 to that date, Mr.
We believe that many suitable “tuck-in” acquisition opportunities exist within our current and targeted market areas that may provide us with opportunities to increase our market share and route density. The North America solid waste services industry has experienced continued consolidation over the past several years.
We believe that many suitable "tuck-in" acquisition opportunities exist within our current and targeted market areas that may provide us with opportunities to bolster our position and route density. The North America solid waste services industry has experienced continued consolidation over the past several years.
The proposed risk management objective is to achieve the lowest levels of environmental and human exposure over time that are 24 Table of Contents technically feasible, taking into consideration socio-economic factors.
The federal government’s risk management objective is to achieve the lowest levels of environmental and human exposure over time that are technically feasible, taking into consideration socio-economic factors.
Certain provinces have also proposed or enacted right-to-repair legislation. If such rules are issued or new regulatory requirements come into force, demand for electronic waste disposal could be reduced, potentially representing a reduction in demand for our services. J. State Public Utility Regulation In some states, public authorities regulate the rates that landfill operators may charge.
If such rules are issued or new regulatory requirements come into force, demand for electronic waste disposal could be reduced, potentially representing a reduction in demand for our services. J. State Public Utility Regulation In some states, public authorities regulate the rates that landfill operators may charge.
We currently have over a dozen renewable natural gas projects in development, some of which are conversions of electrical generating units to renewable natural gas units and others are greenfield projects on landfills where no current beneficial reuse system exists today.
We currently have over a dozen renewable natural gas projects in development, some of which are conversions of electrical generating units to renewable natural gas units and others are greenfield projects on landfills where no current beneficial reuse system exists today. We expect these renewable natural gas projects to come online over the next few years.
At December 31, 2024 and 2023, we had provided customers and various regulatory authorities with surety bonds in the aggregate amount of approximately $934.3 million and $901.3 million, respectively, to secure our asset closure and retirement requirements and $1.077 billion and $743.8 million, respectively, to secure performance under collection contracts and landfill operating agreements.
At December 31, 2025 and 2024, we had provided customers and various regulatory authorities 28 Table of Contents with surety bonds in the aggregate amount of approximately $1.040 billion and $934.3 million, respectively, to secure our asset closure and retirement requirements and $1.117 billion and $1.077 billion, respectively, to secure performance under collection contracts and landfill operating agreements.
Rivard held various positions with USA Waste Services Inc., Sanifill, Inc. and Browning-Ferris Industries. Mr. Rivard worked as an external auditor at Touche Ross & Co. from June 1986 to June 1988. Mr. Rivard holds a B.S. degree in Accounting from Metropolitan State University of Denver. AVAILABLE INFORMATION Our corporate website address is www.wasteconnections.com.
Rivard held various positions with USA Waste Services Inc., Sanifill, Inc. and Browning-Ferris Industries. Mr. Rivard worked as an external auditor at Touche Ross & Co. from June 1986 to June 1988. Mr. Rivard holds a B.S. degree in Accounting from Metropolitan State University of Denver.
In addition, many of the remaining independent operators may wish to sell their businesses to achieve liquidity in their personal finances or as part of their estate planning. During the year ended December 31, 2024, we completed 24 acquisitions for consideration having a net fair value of $2.199 billion.
In addition, many of the remaining independent operators may wish to sell their businesses to achieve liquidity in their personal finances or as part of their estate planning. During the year ended December 31, 2025, we completed 19 acquisitions for consideration having a net fair value of $966.8 million.
We believe that the location of disposal sites within competitive markets is a critical factor to success in the waste services industry. Given the importance of and costs associated with the transportation of waste to treatment and disposal sites, having disposal capacity proximate to the waste stream may provide a competitive advantage and serve as a barrier to entry.
We believe that the location of disposal sites is often a critical factor to success in the waste services industry. Given the importance of and costs associated with the transportation of waste to treatment and disposal sites, having disposal capacity proximate to the waste stream may provide a competitive advantage. Provide Vertically Integrated Services .
In some markets in both municipal solid waste, or MSW, and E&P waste, independent landfill, collection or service providers lack the capital resources, management skills and/or technical expertise necessary to comply with stringent environmental and other governmental regulations and to compete with larger, more efficient, integrated operators.
In some markets in both municipal solid waste, or MSW, and E&P waste, independent landfill, collection or service providers may lack the capital resources, management skills and/or technical expertise necessary to comply with stringent environmental and other governmental regulations or to operate efficiently.
Compliance with existing environmental regulatory requirements and permits requires significant capital and operating expenditures. It is possible that substantial costs for compliance or penalties for non-compliance may be incurred in the future. We believe that in recent years, environmental regulation of the industry has increased as have the number of enforcement actions brought by regulatory agencies.
It is possible that substantial costs for compliance or penalties for non-compliance may be incurred in the future. We believe that in recent years, environmental regulation of the industry has increased as have the number of enforcement actions brought by regulatory agencies.
The CERCLA rule creates potential liability under CERCLA for downstream recipients of PFAS, including passive receivers such as our landfills and transporters of PFAS-containing materials. EPA has also taken steps to regulate the presence of PFAS in groundwater, surface water and drinking water.
On September 17, 2025, the EPA announced its intent to retain this designation. The CERCLA rule creates potential liability under CERCLA for downstream recipients of PFAS, including passive receivers such as our landfills and transporters of PFAS-containing materials. EPA has also taken steps to regulate the presence of PFAS in groundwater, surface water and drinking water.
From February 2009 to August 2014, Mr. Shea served as Vice President, General Counsel and Secretary of the Company. He served as General Counsel and Secretary of the Company from February 2008 to February 2009 and Corporate Counsel of the Company from February 2004 to February 2008. Mr.
He served as General Counsel and Secretary of the Company from February 2008 to February 2009 and Corporate Counsel of the Company from February 2004 to February 2008. Mr.
Landfill Disposal Services As of December 31, 2024, we owned or operated 77 MSW landfills, 20 E&P waste landfills and caverns, which only accept E&P waste, and 16 non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste. Four of our MSW landfills also received E&P waste during 2024.
Landfill Disposal Services As of December 31, 2025, we owned or operated 77 MSW landfills, 20 E&P waste landfills and caverns, which only accept E&P waste, and 17 non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste.
In July 2018, the EPA partnered with New Mexico to assess alternatives to immediate disposal of E&P wastewater by reusing it and/or treating it for reintroduction into the hydrologic cycle, as well as potential regulations related thereto.
The EPA has been reviewing whether management and disposal of E&P wastes should be subject to additional regulation. In July 2018, the EPA partnered with New Mexico to assess alternatives to immediate disposal of E&P wastewater by reusing it and/or treating it for reintroduction into the hydrologic cycle, as well as potential regulations related thereto.
Black 52 Senior Vice President – Chief Accounting Officer Aaron J. Bradley 43 Senior Vice President – Performance Optimization Robert M. Cloninger 52 Senior Vice President, Deputy General Counsel and Assistant Secretary Eric O. Hansen 59 Senior Vice President – Chief Information Officer Susan R. Netherton 55 Senior Vice President – People, Training and Development Robert A.
Black 53 Senior Vice President and Chief Tax Officer Aaron J. Bradley 44 Senior Vice President – Performance Optimization Robert M. Cloninger 53 Senior Vice President, Deputy General Counsel and Assistant Secretary Eric O. Hansen 60 Senior Vice President – Chief Information Officer Susan R. Netherton 56 Senior Vice President – People, Training and Development Robert A.
As a result, an expansion of the scope of the WOTUS definition could adversely affect our business. Additionally, the Clean Water Act’s spill prevention, control and countermeasure requirements require development of site-specific plans, and appropriate containment berms and similar structures to help contain and prevent the contamination of regulated waters in the event of a hydrocarbon storage tank release.
Additionally, the Clean Water Act’s spill prevention, control and countermeasure requirements require development of site-specific plans, and appropriate containment berms and similar structures to help contain and prevent the contamination of regulated waters in the event of a hydrocarbon storage tank release.
It is possible that as implemented, the IRA could increase the costs of operation for certain of our customers, including in the oil and gas industry. In the event that the IRA as implemented increases operational costs for our customers or reduces oil and gas E&P activities by our customers, it could adversely affect our business.
In the event that the IRA or the OBBA, as implemented, increase operational costs for our customers or reduces oil and gas E&P activities by our customers, it could adversely affect our business.
See Item 7 of Part II – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our Company Waste Connections, Inc. is the third largest solid waste services company in North America, providing non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation, in 46 states in the U.S. and six provinces in Canada.
Our Company Waste Connections, Inc. is the third largest solid waste services company in North America, providing non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation, in 46 states in the U.S. and six provinces in Canada.
Mittelstaedt was elected Chairman in January 1998 and served in that capacity until stepping down to serve as President and Chief Executive Officer in April 2023. He also served as President of the Company from its formation through August 2004. Mr. Mittelstaedt has more than 35 years of experience in the solid waste industry.
Mittelstaedt has served as a director of the Company since its formation and serves on the Executive Committee. Mr. Mittelstaedt was elected Chairman in January 1998 and served in that capacity until stepping down to serve as President and Chief Executive Officer in April 2023. He also served as President of the Company from its formation through August 2004. Mr.
The following table reflects estimated landfill capacity and airspace changes, as measured in tons, for owned and operated landfills and landfills operated, but not owned, under life-of-site agreements (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ Probable ​ ​ Probable ​ ​ ​ Permitted ​ Expansion ​ Total ​ Permitted ​ Expansion ​ Total Balance, beginning of year 1,718,534 156,707 1,875,241 1,540,533 180,678 1,721,211 Acquired landfills 71,924 ​ — 71,924 122,826 — 122,826 Permits granted 29,643 ​ (29,643) ​ — 85,204 (85,204) ​ — Airspace consumed (52,128) ​ — (52,128) (49,713) — (49,713) Expansions initiated — ​ — ​ — ​ — ​ 61,530 ​ 61,530 Changes in engineering estimates (13,147) ​ 4,993 (8,154) 19,684 (297) 19,387 Balance, end of year 1,754,826 132,057 1,886,883 1,718,534 156,707 1,875,241 ​ The estimated remaining operating lives for the landfills we own and landfills we operate under life-of-site agreements, based on remaining permitted and probable expansion capacity and projected annual disposal volume, in years, as of December 31, 2024, and December 31, 2023, are shown in the tables below.
The following table reflects estimated landfill capacity and airspace changes, as measured in tons, for owned operational landfills and landfills operated, but not owned, under life-of-site agreements (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Probable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Probable ​ ​ ​ ​ ​ ​ Permitted ​ Expansion ​ Total ​ Permitted ​ Expansion ​ Total Balance, beginning of year 1,754,826 132,057 1,886,883 1,718,534 156,707 1,875,241 Acquired landfills 1,706 ​ — 1,706 71,924 ​ — 71,924 Permits granted 13,992 ​ (13,992) ​ — 29,643 ​ (29,643) ​ — Airspace consumed (51,876) ​ — (51,876) (52,128) ​ — (52,128) Expansions initiated — ​ 6,185 ​ 6,185 ​ — ​ — ​ — Changes in engineering estimates 8,024 ​ 2,509 10,533 (13,147) ​ 4,993 (8,154) Balance, end of year 1,726,672 126,759 1,853,431 1,754,826 132,057 1,886,883 ​ The estimated remaining operating lives for the landfills we own and landfills we operate under life-of-site agreements, based on remaining permitted and probable expansion capacity and projected annual disposal volume, in years, as of December 31, 2025, and December 31, 2024, are shown in the tables below.
Under this rule, companies are prohibited from resuming uses of inactive PFAS absent EPA notification and review. In June 2023, EPA released a framework for addressing new PFAS and new uses of PFAS under TSCA prior to introducing them into commerce.
Under this rule, companies are prohibited from resuming uses of inactive PFAS absent EPA notification and review. In June 2023, EPA released a framework for addressing new PFAS and new uses of PFAS under TSCA prior to introducing them into commerce. In May 2025, EPA promulgated an interim final rule delaying the TSCA PFAS reporting deadline until October 13, 2026.
The proposed rule additionally included regulatory changes prescribing how RINs from renewable electricity, or eRINs, would be implemented and managed under the RFS program, but did not finalize the proposed revisions to the eRIN program. These volume proposals may be met with opposition, consistent with action taken regarding prior regulations.
The proposed rule additionally included regulatory changes prescribing how RINs from renewable electricity, or eRINs, would be implemented and managed under the RFS program, but did not finalize the proposed revisions to the eRIN program.
From December 2006 to March 2012, Mr. Black served as Executive Director of Taxes of the Company. Mr. Black served as Tax Director for The McClatchy Company from April 2001 to November 2006, and served as Tax Manager from December 2000 to March 2001. From January 1994 to November 2000, Mr.
Black served as Tax Director for The McClatchy Company from April 2001 to November 2006, and served as Tax Manager from December 2000 to March 2001. From January 1994 to November 2000, Mr. Black held various positions, including Tax Manager, for PricewaterhouseCoopers LLP. Mr.
To that end, we have increased the fees that we charge for the collection of recyclables and for processing at our recycling facilities to more fully reflect the processing costs associated with the separation of recyclables into marketable commodities. In some instances, we will look to pass the risk associated with the volatility of recycled commodity prices onto our customers.
To that end, we have increased the fees that we charge for the collection of recyclables and for processing at our recycling facilities to more fully reflect the processing costs associated with the separation of recyclables into marketable commodities.
Various OSHA standards may apply to our operations, including standards concerning notices of hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials and worker training and emergency response programs.
Various OSHA standards may apply to our operations, including standards concerning notices of hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials and worker training and emergency response programs. Moreover, the Department of Transportation, OSHA, and other agencies regulate and have jurisdiction concerning the transport, movement and related safety of hazardous and other regulated materials.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThis amount of indebtedness could: ● increase our vulnerability to general adverse economic and industry conditions; ● expose us to interest rate risk to the extent that a portion of our indebtedness is at variable rates; ● limit our ability to obtain additional financing or refinancing at attractive rates; ● require the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund our growth strategy, working capital, capital expenditures, dividends, share repurchases and other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and the industry; and ● place us at a competitive disadvantage relative to our competitors with less debt. 39 Table of Contents A portion of our indebtedness is at variable rates which are based on the Canadian Overnight Repo Rate Average, or CORRA, as a result of the transition from the Canadian Dollar Offered Rate, or CDOR, which ceased publication on June 28, 2024.
Biggest changeThis amount of indebtedness could: ● increase our vulnerability to general adverse economic and industry conditions; 39 Table of Contents ● expose us to interest rate risk to the extent that a portion of our indebtedness is at variable rates; ● limit our ability to obtain additional financing or refinancing at attractive rates; ● require the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund our growth strategy, working capital, capital expenditures, dividends, share repurchases and other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and the industry; and ● place us at a competitive disadvantage relative to our competitors with less debt.
Our ability to execute our financial strategy and our ability to incur indebtedness is somewhat dependent upon our ability to maintain investment grade credit ratings on our senior debt. The credit rating process is contingent upon our credit profile and several other factors, many of which are beyond our control, including methodologies established and interpreted by third-party rating agencies.
Our ability to execute our financial strategy and incur indebtedness is somewhat dependent upon our ability to maintain investment grade credit ratings on our senior debt. The credit rating process is contingent upon our credit profile and several other factors, many of which are beyond our control, including methodologies established and interpreted by third-party rating agencies.
In addition, some of our customers, including municipalities, have and others may terminate their contracts with us before the end of the terms of those contracts. Similar risks may affect our contracts to operate municipally-owned assets, such as landfills. Governmental action may also affect our exclusive arrangements. Municipalities may annex unincorporated areas within counties where we provide collection services.
In addition, some of our customers, including municipalities, have terminated and others may terminate their contracts with us before the end of the terms of those contracts. Similar risks may affect our contracts to operate municipally-owned assets, such as landfills. Governmental action may also affect our exclusive arrangements. Municipalities may annex unincorporated areas within counties where we provide collection services.
In addition, our failure ‎to implement such policies, practices and disclosure could adversely affect our reputation, competitive ‎position and share price and our ability to raise capital, even if our operating results or prospects have ‎not changed.‎ Furthermore, public statements regarding ESG matters are increasingly subject to scrutiny by regulators, investors and the public.
In addition, a failure ‎to implement such policies, practices and disclosure could adversely affect our reputation, competitive ‎position and share price and our ability to raise capital, even if our operating results or prospects have ‎not changed.‎ Furthermore, public statements regarding ESG matters are increasingly subject to scrutiny by regulators, investors and the public.
Energy transition, or a transformation of the global energy sector from fossil-based systems of energy production and consumption to renewable energy sources, could also affect investments by E&P companies in the basins where we operate. In certain locations where blending activities occur, the value of any recovered oil could vary based on the value of crude oil.
Energy transition, or a transformation of the global energy sector from fossil-based systems of energy production and consumption to renewable energy sources or nuclear sources, could also affect investments by E&P companies in the basins where we operate. In certain locations where blending activities occur, the value of any recovered oil could vary based on the value of crude oil.
It has become increasingly difficult and expensive to obtain required permits and approvals to build, operate and expand solid waste management facilities, including landfills and transfer stations. In addition, approvals may include operating restrictions or additional requirements, which could impact financial results. Although generally less time consuming, the process of obtaining permits and approvals for E&P landfills has similar uncertainties.
It has become increasingly difficult, expensive and time-consuming to obtain required permits and approvals to build, operate and expand solid waste management facilities, including landfills. In addition, approvals may include operating restrictions or additional requirements, which could impact financial results. Although generally less time consuming, the process of obtaining permits and approvals for E&P landfills has similar uncertainties.
To the extent that we develop and construct new renewable natural gas, or RNG, facilities, either directly or through partnerships with third parties, the cost and timing of the completion of new facilities is uncertain as is the quantity and quality of gas generated and the associated benefits, including any tax benefits related to the Inflation Reduction Act of 2022.
To the extent that we develop and construct new renewable natural gas, or RNG, facilities, either directly or through partnerships with third parties, the cost and timing of the completion of new facilities is uncertain as is the quantity and quality of gas generated and the associated operating costs and benefits, including any tax benefits related to the Inflation Reduction Act of 2022.
If our network of security controls, policy enforcement mechanisms or monitoring systems we use to address these threats to technology fail, the theft or compromise of confidential or otherwise protected company, customer or employee information, destruction or corruption of data, security breaches or other manipulation or improper use of our systems and networks could result in financial losses from remedial actions, business disruption, loss of business or potential liability, liabilities due to the violation of privacy laws and other legal actions, and damage to our reputation.
If our network of security controls, policy enforcement mechanisms or monitoring systems we use to address these threats to technology fail, the theft or compromise of confidential or otherwise protected 44 Table of Contents company, customer or employee information, destruction or corruption of data, security breaches or other manipulation or improper use of our systems and networks could result in financial losses from remedial actions, business disruption, loss of business or potential liability, liabilities due to the violation of privacy laws and other legal actions, and damage to our reputation.
On the other hand, if we are not able to effectively manage the risks of AI, including the potential for poor or inconsistent quality, privacy concerns, risks related to automated decision-making, and the potential for exposure of confidential and/or propriety information, we may suffer harm to our results of operation and reputation.
On the other hand, if we are not able to effectively manage the commercial and legal risks of AI, including the potential for poor or inconsistent quality, privacy concerns, risks related to automated decision-making, and the potential for exposure of confidential and/or propriety information, we may suffer harm to our results of operation and reputation.
The permit and approval process is often time consuming, requiring numerous hearings and compliance with zoning, environmental and other requirements. Further, permits may be subject to resistance from communities, citizen groups, adjacent landowners, and governmental agencies, and also be subject to other political pressures.
The permit and approval process is often time-consuming, requiring numerous hearings and compliance with zoning, environmental and other requirements. Further, permits may be subject to resistance from communities, citizen groups, adjacent landowners and businesses, governmental agencies and municipalities, and may also be subject to other political pressures.
Our financial and operating performance may be affected by restrictions associated with renewals or the inability to renew landfill operating permits, obtain new landfills and expand existing ones . We currently own and/or operate 113 landfills throughout the United States and Canada.
Our financial and operating performance may be affected by restrictions associated with renewals or the inability to renew landfill operating permits, obtain new landfills and expand existing ones . We currently own and/or operate 114 landfills throughout the United States and Canada.
The permitting and approval process is frequently challenged by special interest and other groups, including those utilizing social media to further their objectives, and may result in the denial of a permit or renewal, the award of a permit or renewal for a shorter duration than we believed was otherwise required by law, or burdensome terms and conditions being imposed on our operations.
The permitting and approval process is frequently challenged by special interest and other groups, including those utilizing social media to further their objectives, and may result in the denial of a permit or renewal, the award of a permit or renewal for a shorter duration than 34 Table of Contents we believed was otherwise required by law, or burdensome terms and conditions being imposed on our operations.
As of December 31, 2024, we had no contractual fixed price agreements to sell RINs in place. Variations in the volume of methane gas generated, marketed and sold by our landfill gas recovery operations also affect our results.
As of December 31, 2025, we had no contractual fixed price agreements to sell RINs in place. Variations in the volume of methane gas generated, marketed and sold by our landfill gas recovery operations also affect our results.
Increases in risk management costs and the amount that we self-insure for various risks or limitations of our insurance coverage could reduce our operating margins and reported earnings . We maintain insurance policies for automobile, general, employer’s, environmental, cyber, employment practices and directors’ and officers’ liability, as well as for employee group health insurance, property insurance and workers’ compensation.
Increases in risk management costs and the amount that we self-insure for various risks or limitations of our insurance coverage could reduce our operating margins and reported earnings . 37 Table of Contents We maintain insurance policies for automobile, general, employer’s, environmental, cyber, employment practices and directors’ and officers’ liability, as well as for employee group health insurance, property insurance and workers’ compensation.
We have seen and may continue to see significant increases in premiums on insurance that we retain, as well as higher deductibles or self-insured retentions, both of which have impacted and could continue to impact our financial results. 37 Table of Contents Our business is subject to operational and safety risks, including the risk of personal injury to employees and others .
We have seen and may continue to see significant increases in premiums on insurance that we retain, as well as higher deductibles or self-insured retentions, both of which have impacted and could continue to impact our financial results. Our business is subject to operational and safety risks, including the risk of personal injury to employees and others .
Greater precipitation in the winter increases the weight of collected solid waste, resulting in higher disposal costs, which are calculated primarily on a per ton basis. Certain weather conditions, including severe storms, may result in temporary suspension of our operations, which can significantly impact the operating results of the affected areas.
Greater precipitation in the winter increases the weight 38 Table of Contents of collected solid waste, resulting in higher disposal costs, which are calculated primarily on a per ton basis. Certain weather conditions, including severe storms, may result in temporary suspension of our operations, which can significantly impact the operating results of the affected areas.
As a result, we may have fewer acquisition opportunities, and those opportunities may be on less attractive terms than in the past, which could cause a reduction in our rate of growth from acquisitions. While we expect to fund some of our acquisitions with our existing resources, additional financing to pursue additional acquisitions may be required.
As a result, we may have fewer acquisition opportunities, and those opportunities may be on less attractive terms than in the past, which could cause a reduction in our rate of growth from acquisitions. 33 Table of Contents While we expect to fund some of our acquisitions with our existing resources, additional financing to pursue additional acquisitions may be required.
Pursuant to the Energy Independence and Security Act of 2007, the United 36 Table of Contents States EPA has promulgated the Renewable Fuel Standards, or RFS, which require refiners to either blend "renewable fuels," such as ethanol and biodiesel, into their transportation fuels or to purchase renewable fuel credits, known as renewable identification numbers, or RINs, in lieu of blending.
Pursuant to the Energy Independence and Security Act of 2007, the United States EPA has promulgated the Renewable Fuel Standards, or RFS, which require refiners to either blend "renewable fuels," such as ethanol and biodiesel, into their transportation fuels or to purchase renewable fuel credits, known as renewable identification numbers, or RINs, in lieu of blending.
We may be limited in our ability to dynamically address these impacts on a significant portion of our revenue due to contractual provisions, including under long-term contracts, which may include limitations on the level of cost recovery through rate adjustments or a lag in any such recovery.
We may be limited in our ability to dynamically address these impacts on a significant portion of our revenue due to contractual provisions, including under long-term contracts, which may include 42 Table of Contents limitations on the level of cost recovery through rate adjustments or a lag in any such recovery.
Although such actions are useful to protect the environment, these actions, as well as those of our customers to reduce waste or seek disposal 40 Table of Contents alternatives, have reduced and may in the future further reduce the volume of waste going to landfills in certain areas and the landfill gas produced from those landfills.
Although such actions are useful to protect the environment, these actions, as well as those of our customers to reduce waste or seek disposal alternatives, have reduced and may in the future further reduce the volume of waste going to landfills in certain areas and the landfill gas produced from those landfills.
Our ability to achieve these targets will depend significantly on, among other ‎things, the success of these investments and projects and our ability to meet our financial and ‎operating objectives, which can be impacted by the numerous risks and uncertainties associated with ‎our business and the industry in which we operate.
Our ability to achieve these targets will depend significantly on, among other ‎things, the success of these investments and projects and our ability to meet our financial and ‎operating objectives, 41 Table of Contents which can be impacted by the numerous risks and uncertainties associated with ‎our business and the industry in which we operate.
Paying additional amounts for closure or post-closure costs and/or for environmental remediation and/or for litigation could harm our financial condition, operating results, or cash flow. The level of exploration, development and production activity of E&P companies will impact the demand for our E&P waste services.
Paying additional amounts for closure or post-closure costs and/or for environmental remediation and/or for litigation could harm our financial condition, operating results, or cash flow. 35 Table of Contents The level of exploration, development and production activity of E&P companies will impact the demand for our E&P waste services.
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 .
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, which could damage our reputation .
To the extent that we develop and construct new recycling facilities, we may avoid third party processing fees and increase the amount of recyclables that we are able to market and sell, thereby increasing our exposure to changes in recycled commodity prices.
To the extent that we develop and construct new recycling facilities, we may avoid third party processing fees and increase the amount of recyclables that we are able to market and sell, thereby increasing our exposure to changes in 36 Table of Contents recycled commodity prices.
Based on historic trends, excluding impacts from 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.
Based on historic trends, excluding any impact from 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.
If we were to incur liability for environmental damage, environmental clean-ups, corrective action or damage not covered by insurance or in excess of the amount of our coverage, our financial condition or operating results could be materially adversely affected.
If we were to incur liability for environmental damage, environmental clean-ups, corrective action or damage not covered by insurance or in excess of the amount of our coverage, our financial condition or operating results could be materially adversely affected. 47 Table of Contents
A failure to obtain or renew operating permits for our landfills could have a material adverse effect on our financial condition, operating results, or cash flow.
A delay in or failure to obtain or renew operating permits for our landfills could have a material adverse effect on our financial condition, operating results, or cash flow.
Any future difficulty in obtaining insurance also could impair our ability to secure future contracts that are conditional upon the contractor having adequate insurance coverage.
Any future difficulty in obtaining insurance also could impair our ability to secure future contracts that are conditional on the contractor having adequate insurance coverage.
The process screens for and measures the amount of the impairment, if any. The recoverability of property and equipment is tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Application of the impairment test requires judgment.
The process screens for and measures the amount of the impairment, if any. The recoverability of property and equipment is tested for impairment whenever changes in facts and circumstances indicate that their carrying amount may not be recoverable. Application of the impairment test requires judgment.
Singlestream recycling facilities process a wide range of commingled materials and tend to receive a higher percentage of non-recyclables, particularly in residential collection, which results in increased processing and residual disposal costs to achieve quality standards.
Single-stream recycling facilities process a wide range of commingled materials and tend to receive a higher percentage of non-recyclables, particularly in residential collection, which results in increased processing and residual disposal costs to achieve quality standards.
As a result, our customers in annexed areas may be required to obtain services from competitors that have been previously franchised by the annexing municipalities to provide those 33 Table of Contents services. In addition, municipalities in which we provide services on a competitive basis may elect to franchise those services to other service providers.
As a result, our customers in annexed areas may be required to obtain services from competitors that have been previously franchised by the annexing municipalities to provide those services. In addition, municipalities in which we provide services on a competitive basis may elect to franchise those services to other service providers.
We may not achieve these goals unless we effectively combine the operations of acquired businesses 35 Table of Contents with our existing operations. In addition, we are not always able to control the timing of our acquisitions.
We may not achieve these goals unless we effectively combine the operations of acquired businesses with our existing operations. In addition, we are not always able to control the timing of our acquisitions.
Any adverse outcome in such proceedings could harm our operations and financial results and create negative publicity, which could damage our reputation, competitive position and share price. Pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements .
Any adverse outcome in such proceedings could harm our operations and financial results and create negative publicity, which could damage our reputation, competitive position and share price. 46 Table of Contents Pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements .
Increases in capital expenditures and the timing of receipt of fleet and equipment could impact our financial results . Increases in fleet, equipment and landfill construction costs due to cost pressures, regulatory requirements, tariffs, acquisitions, new contracts and growth projects could result in capital expenditures being higher than anticipated.
Increases in capital expenditures and the timing of receipt of fleet and equipment could impact our financial results . Increases in costs for fleet, equipment, technology and landfill construction due to cost pressures, regulatory requirements, tariffs, acquisitions, new contracts and growth projects, including sustainability-related projects, could result in capital expenditures being higher than anticipated.
Tariffs may also increase fuel prices. This could adversely affect our waste collection business through a combination of higher fuel and disposal-related transportation costs and reduce our operating margins and reported earnings. To manage a portion of this risk, we have entered into fixed-price fuel purchase contracts.
This could adversely affect our waste collection business through a combination of higher fuel and disposal-related transportation costs and reduce our operating margins and reported earnings. To manage a portion of this risk, we have entered into fixed-price fuel purchase contracts.
In addition, at December 31, 2024, $550 million of our indebtedness, including interest rate swaps, is at variable rates which are based on the Secured Overnight Financing Rate, or SOFR, as a result of the transition from the London Interbank Offered Rate, or LIBOR.
In addition, at December 31, 2025, $915 million of our indebtedness, including interest rate swaps, is at variable rates which are based on the term Secured Overnight Financing Rate, or term SOFR, as a result of the transition from the London Interbank Offered Rate, or LIBOR.
This may affect our ability to operate our landfills at full capacity and lower the production of gas from our RNG facilities, and could adversely affect our operating results. Labor union activity could divert management attention and adversely affect our operating results .
This may affect our ability to operate our landfills at full capacity and lower the production of gas from our RNG facilities, and could adversely affect our operating results. Labor union activity could divert management attention, increase costs, and disrupt operations, thereby adversely affect our operating results .
These estimates and assumptions must be made because certain information that is used in the preparation of our financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is not capable of being readily calculated based on generally accepted methodologies.
We are required to make these estimates and assumptions because certain information that is used in the preparation of our financial statements is dependent on future events, cannot be calculated with a high degree of precision from data available or is not capable of being readily calculated based on generally accepted methodologies.
For example, see the discussions regarding the Los Angeles County, California Landfill Expansion Litigation—A. Chiquita Canyon, LLC Lawsuit Against Los Angeles County in Note 13, “Commitments and Contingencies,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
For example, see the discussions regarding the Los Angeles County, California Landfill Expansion Litigation in Note 13, “Commitments and Contingencies,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Our accruals for our landfill site closure and post-closure costs may be inadequate . We regularly accrue amounts and establish reserves to pay capping, closure and post-closure maintenance and remediation costs for landfill sites that we own and operate as well as for landfills we operate under life-of-site agreements.
We regularly accrue amounts and establish reserves to pay capping, closure and post-closure maintenance and remediation costs for landfill sites that we own and operate as well as for landfills we operate under life-of-site agreements.
As of December 31, 2024, we had approximately $8.152 billion of total indebtedness outstanding, and we may incur additional debt in the future.
As of December 31, 2025, we had approximately $8.889 billion of total indebtedness outstanding, and we may incur additional debt in the future.
Congress towards the OECD recommendations and other matters continues to evolve, and tax changes, including, for example, due to legislation commonly referred to as the Tax Cut and Jobs Act, may also impact our tax exposure and may have a material adverse effect on our financial position, results of operations, and cash flows.
Furthermore, in the U.S., Congress’ response to the OECD recommendations and other matters continues to evolve, and tax changes, including, for example, due to legislation commonly referred to as the Tax Cut and Jobs Act, may also impact our tax exposure and may have a material adverse effect on our financial position, results of operations, and cash flows.
Technology and Information Security Risks We are increasingly dependent on technology, including through the use of Artificial Intelligence (AI), in our operations and a failure of our technology could impact our ability to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation risk .
Technology and Information Security Risks We are increasingly dependent on technology in our operations and a failure of our technology could impact our ability to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation risk .
Alternatives to landfill disposal may cause our revenues and operating results to decline . Counties and municipalities in which we operate landfills may be required to formulate and implement comprehensive plans to reduce the volume of MSW deposited in landfills through waste planning, composting, recycling or other programs, while working to reduce the amount of waste they generate.
Counties and municipalities in which we operate landfills may be required to formulate and implement comprehensive plans to reduce the volume of MSW deposited in landfills through waste planning, composting, recycling or other programs, while working to reduce the amount of waste they generate.
In 2020, we ‎adopted long-term, aspirational sustainability targets, which we expanded in 2022 and 2023; we also committed over $500 million for investments and ‎projects to support these efforts.
In 2020, we ‎adopted long-term, aspirational sustainability targets, which we have since expanded and updated; we also committed $500 million for investments and ‎projects to support these efforts.
Additionally, if a landfill closure occurs earlier than anticipated, closure and post-closure outlays could be required to be accelerated. Furthermore, the completion or closure of a landfill site does not end our environmental obligations.
Additionally, if a landfill closure occurs earlier than anticipated, closure and post-closure outlays could be required to be accelerated. Furthermore, the completion or closure of a landfill site does not end our environmental obligations. After completion or closure of a landfill site, or a section of an active landfill, we may incur additional costs.
As of December 31, 2024, we had $2.011 billion of such surety bonds in place and $170.7 million of letters of credit issued and outstanding. Closure bonds are difficult and costly to obtain.
As of December 31, 2025, we had $2.157 billion of such surety bonds in place and $220.6 million of letters of credit issued and outstanding. Closure bonds are difficult and costly to obtain.
In preparing our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, estimates and assumptions are made that affect the accounting for and recognition of assets, liabilities, revenues and expenses.
Our financial results are based upon estimates and assumptions that may differ from actual results . In preparing our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, we make estimates and assumptions that affect the accounting for and recognition of assets, liabilities, revenues and expenses.
For example, we have approximately 466 contracts, representing approximately 3.1% of our annual revenues, which are set for expiration or automatic renewal on or before December 31, 2025.
For example, we have approximately 454 contracts, representing approximately 4.0% of our annual revenues, which are set for expiration or automatic renewal on or before December 31, 2026.
After completion or closure of a landfill site, or a section of an active landfill, we sometimes incur additional costs, as we did in 2023 and 2024 as a result of an ongoing elevated temperature landfill (“ETLF”) event, which resulted in increased leachate generation and related capital and operating expenses that increased our closure and post closure costs at our Chiquita Canyon Landfill which ultimately ceased active waste disposal operations as of December 31, 2024.
For example, in 2023 and 2024, an ongoing elevated temperature landfill (“ETLF”) event resulted in increased leachate generation and related capital and operating expenses that increased our closure and post closure costs at our Chiquita Canyon Landfill, which ultimately ceased active waste disposal operations as of December 31, 2024.
In addition, the development, adoption, and use of generative AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices by us or our third-party developers or vendors could result in unintended consequences.
The development, adoption, and commercial use of generative AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices by us or our third-party developers or vendors could result in unintended consequences. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs.
Companies disclosing emissions in California must obtain formal assurance from approved data verification firms to ensure regulatory compliance. 45 Table of Contents Increased regulation of GHG emissions from oil and natural gas E&P operations may also increase the costs to our customers of developing and producing hydrocarbons, and as a result, may have an indirect and adverse effect on the amount of oilfield waste delivered to our facilities by our customers.
Increased regulation of GHG emissions from oil and natural gas E&P operations may also increase the costs to our customers of developing and producing hydrocarbons, and as a result, may have an indirect and adverse effect on the amount of oilfield waste delivered to our facilities by our customers.
As a result of these factors, we may be unable to offset increases in costs, improve operating margins and obtain adequate investment returns through price increases. We may also lose customers to lower-priced competitors, and new competitors may enter our markets as we raise prices.
As a result of these factors, we may be unable to offset increases in costs, improve operating margins and obtain adequate investment returns through price increases.
If we are not able to replace revenues from contracts lost through competitive bidding or early termination or from the renegotiation of existing contracts with other revenues within a reasonable time, our revenues could decline. In addition, existing and future competitors may develop or offer new services or technologies, new facilities or other competitive advantages.
If we are not able to replace revenues from contracts lost within a reasonable time, our revenues could decline. In addition, existing and future competitors may develop or offer new services or technologies, new facilities or other competitive advantages. Our inability to compete effectively could hinder our growth or negatively impact our operating results.
Accordingly, our failure to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage could limit our operations or violate federal, state, provincial, or local requirements, which could have a materially adverse effect on our business, financial condition and results of operations.
Accordingly, our failure to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage could limit our operations or violate federal, state, provincial, or local requirements, which could have a materially adverse effect on our business, financial condition and results of operations. 40 Table of Contents Increasing customer preference for alternatives to landfill disposal and bans on certain types of waste may cause our revenues and operating results to decline .
Unless we are awarded franchises by these municipalities, we will lose customers. Municipalities may also decide to provide services to their residents themselves, on an optional or mandatory basis, causing us to lose customers.
Unless we are awarded franchises by these municipalities, we will lose customers. Municipalities may also decide to provide services to their residents themselves, on an optional or mandatory basis, causing us to lose customers. If we are not able to replace revenues from contracts lost within a reasonable time, our revenues could decline.
These changes could adversely affect our operations in various ways, including without limitation, by restricting the way in which we manage storm water runoff, comply with health and safety laws, treat and dispose of E&P or other waste or our ability to operate and expand our business.
These changes could adversely affect our operations in various ways, including without limitation, by restricting the way in which we manage storm water runoff, comply with health and safety laws, treat and dispose of E&P or other waste or our ability to operate and expand our business. 45 Table of Contents Governmental authorities and various interest groups in the United States and Canada have implemented laws and regulations designed to limit GHG emissions in response to growing concerns regarding climate change.
The Canadian Government recently proposed additional regulations regarding methane emissions from landfills, as well as a GHG cap on emissions from the oil and gas sector. Several Canadian provinces have promulgated legislation and regulations to limit GHG emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures.
The Canadian Government recently enacted new regulations that will restrict methane emissions from certain MSW landfills. Several Canadian provinces have promulgated legislation and regulations to limit GHG emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures.
We seek price increases necessary to offset increased costs, to improve operating margins and to obtain adequate returns on our deployed capital.
Price increases may not be adequate to offset the impact of increased costs, or may cause us to lose customers . We seek price increases necessary to offset increased costs, to improve operating margins and to obtain adequate returns on our deployed capital.
This finding allows the EPA to create regulations that will impact our operations – including imposing emission reporting, permitting, control technology installation and monitoring requirements, although the materiality of the impacts will not be known until all applicable regulations are promulgated and finalized.
While the Trump administration is seeking to roll back this finding, the EPA’s prior regulatory actions created regulations that will impact our operations by imposing emission reporting, permitting, control technology installation and monitoring requirements, although the materiality of the impacts will not be known until all applicable regulations are promulgated and finalized, including following any regulatory appeals.
Increases in the price of diesel or compressed natural gas, or CNG, fuel may adversely affect our collection business and reduce our operating margins . The market price of diesel fuel is volatile. We generally purchase diesel fuel at market prices, which have fluctuated significantly in recent years, including as a result of geopolitical events or inflationary pressures.
The market price of diesel fuel is volatile. We generally purchase diesel fuel at market prices, which have fluctuated significantly in recent years, including as a result of geopolitical events or inflationary pressures. Tariffs may also increase fuel prices.
Fluctuations in the exchange rates that are unfavorable to us would have an adverse effect on our financial performance and reported results of operations. 43 Table of Contents Public health crises and the effects of related governmental initiatives could adversely affect our business, financial condition and results of operations .
Fluctuations in the exchange rates that are unfavorable to us would have an adverse effect on our financial performance and reported results of operations.
For example, these events could disrupt or result in suspension of collection activities, disrupt landfill and transfer station operations, increase maintenance expenses, hinder landfill development or expansion, or generate increased volumes of leachate to manage.
For example, these events could disrupt or result in suspension of collection activities, disrupt landfill and transfer station operations, increase maintenance expenses, hinder landfill development or expansion, or generate increased volumes of leachate. It is also possible that these events could disrupt our customers’ businesses, thereby reducing the amount of waste generated by their operations.
General Risk Factors Our results are vulnerable to economic conditions, including inflationary pressures and trade policies. Our business and results of operations may be adversely affected by changes in national or global economic conditions, including higher inflation rates, changes in global trade policies and economic slowdowns.
Our business and results of operations may be adversely affected by changes in national or global economic conditions, including higher inflation rates, changes in global trade policies and economic slowdowns. Macroeconomic pressures, including inflationary cost pressures, have had and continue to have a significant impact on our operating costs and capital expenditures.
In addition, certain investors and lenders are incorporating ESG factors ‎into their investment or lending process, alongside traditional financial considerations. 41 Table of Contents Developing and ‎implementing policies and practices, and developing additional disclosure in relation to climate change ‎and other environmental and social risk issues, can involve significant costs and require a significant ‎time commitment from our Board of Directors, management and employees.
Developing and ‎implementing policies and practices, and developing additional disclosure in relation to climate change ‎and other environmental and social risk issues, can involve significant costs and require a significant ‎time commitment from our Board of Directors, management and employees.
Our failure to achieve these targets, ‎or a perception among key stakeholders that such targets are insufficient or unattainable, could ‎damage our reputation, competitive position and share price.‎ There is increasing interest in companies developing and implementing more robust ESG policies and practices and disclosure around climate-related risk ‎identification and mitigation.
Our failure to achieve these targets, ‎or a perception among key stakeholders that such targets are insufficient or unattainable, could ‎damage our reputation, competitive position and share price.‎ While there continues to be interest from many stakeholders in ESG policies, practices and disclosure around climate-related risk ‎identification and mitigation by businesses, initiatives to promote the development and implementation of robust ESG policies and the disclosure of climate related risk are in a state of flux among U.S. federal, state, and Canadian regulators.
It is also possible that these events could disrupt our customers’ businesses, thereby reducing the amount of waste generated by their operations. 38 Table of Contents Additional laws and regulations related to climate change, including restricting emissions of greenhouse gases, or GHG, could also be promulgated, and such laws and rules could increase our compliance costs, and result in heightened capital expenditures.
Additional laws and regulations related to climate change, including restricting emissions of greenhouse gases, or GHG, could also be promulgated, and such laws and rules could increase our compliance costs, and result in heightened capital expenditures.
If we are not able to adapt and effectively incorporate potential advantages of AI in our business, it may negatively impact our ability to compete.
Our inability to adapt to and manage the benefits and risks of Artificial Intelligence (AI) could expose us to liability or put us at a disadvantage. If we are not able to adapt and effectively incorporate potential advantages of AI in our business, it may negatively impact our ability to compete.
Individuals, citizens groups, trade associations or environmental activists may also bring actions against us in connection with our current or former operations that could interrupt or limit the scope of our business or result in adverse judgments or settlements requiring substantial payments.
Individuals, citizens groups, trade associations, environmental activists or governmental entities may also bring actions against us in connection with our current or former operations that could interrupt or limit the scope of our business. The timing of the final resolutions to lawsuits, regulatory inquiries, and governmental and other legal proceedings is uncertain.
Further, we cannot assure that any improvement in economic conditions after such a slowdown will result in an immediate, if at all, positive improvement in our operating results or cash flows. 42 Table of Contents Our financial results are based upon estimates and assumptions that may differ from actual results .
Worsening economic conditions or a prolonged or recurring economic recession could adversely affect our operating results and expected seasonal fluctuations. Further, we cannot assure that any improvement in economic conditions after such a slowdown will result in an immediate, if at all, positive improvement in our operating results or cash flows.
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 success depends significantly on the continued individual and collective contributions of our senior and regional management team.
Finally, should states implement differing requirements, the complexity of compliance could increase our costs and adversely affect our business prospects. 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 .
In addition, supply chain constraints and inflationary pressures have and are expected to continue to result in higher costs, delays or lack of availability of fleet, equipment or supplies. This could impact our ability to generate free cash flow in line with our expectations, the timing of our free cash flow generation, or otherwise adversely affect our financial results.
In addition, supply chain constraints and inflationary pressures have resulted in and are expected to continue to result in higher costs, delays or lack of availability of fleet, equipment or supplies.
Local managers have the authority to make many decisions concerning their operations without obtaining prior approval from executive officers, subject to compliance with general company-wide policies. Poor decisions by local managers could result in the loss of customers or increases in costs, in either case adversely affecting operating results.
Our decentralized decision-making structure could allow local managers to make decisions that may adversely affect our operating results . We manage our operations on a decentralized basis. Local managers have the authority to make many decisions concerning their operations without obtaining prior approval from executive officers, subject to compliance with general company-wide policies.
Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs. 44 Table of Contents 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 .
If we are not able to develop new service offerings and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer . Our existing and proposed service offerings to customers may require that we develop or license, and protect, new technologies.
The timing of the final resolutions to lawsuits, regulatory inquiries, and governmental and other legal proceedings is uncertain. Additionally, the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require substantial payments, adversely affecting our consolidated financial condition, results of operations and cash flows.
Additionally, the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require substantial payments, adversely affecting our consolidated financial condition, results of operations and cash flows. See discussion in Note 13, “Commitments and Contingencies,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Furthermore, additional climate change-related regulation could result in increased operational costs or disruption to our customers’ business, thereby impacting our operational results and financial condition. Conversely, favorable investor expectations regarding potential investment tax credits or other benefits stemming from the Inflation Reduction Act of 2022 may not materialize or could fail to meet expectations.
Furthermore, additional climate change-related regulation could result in increased operational costs or disruption to our customers’ business, thereby impacting our operational results and financial condition.
See discussion in Note 13, “Commitments and Contingencies,” of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. 46 Table of Contents Extensive regulations that govern the design, operation, expansion and closure of landfills may restrict our landfill operations or increase our costs of operating landfills .
Extensive regulations that govern the design, operation, expansion and closure of landfills may restrict our landfill operations or increase our costs of operating landfills .
During periods of falling diesel fuel prices, it may become more expensive to purchase fuel under fixed-price fuel purchase contracts than at market prices. We utilize CNG in a small percentage of our fleet and we may convert more of our fleet from diesel fuel to CNG over time.
During periods of falling diesel fuel prices, it may become more expensive to purchase fuel under fixed-price fuel purchase contracts than at market prices. Our financial results could be adversely affected by impairments of goodwill, indefinite-lived intangibles or property and equipment .
In addition, disruptions in the capital and credit markets could adversely affect our ability to draw on our credit facility or raise other capital. Our access to funds under the credit facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments.
In addition, disruptions in the capital and credit markets could adversely affect our ability to draw on our credit facility or raise other capital. We may lose contracts through competitive bidding, early termination or governmental action .
The loss of the services of any member of our senior and regional management or the inability to hire and retain experienced management personnel could harm our operating results. Our decentralized decision-making structure could allow local managers to make decisions that may adversely affect our operating results . We manage our operations on a decentralized basis.
The loss of the services of any member of our senior and regional management, the failure of our succession planning to develop an adequate pipeline of future leaders, or the inability to hire and retain experienced management personnel could harm our operating results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also have requirements for third-party service providers which include regulatory compliance and meeting NIST Cybersecurity Framework policy and standards. Our agreements with third-party service providers include cybersecurity provisions to address risks. Our Security Incident Response Plan is updated periodically and reviewed at least annually.
Biggest changeOur vendor risk management process includes conducting risk assessments to identify and monitor cybersecurity risks associated with third-party service providers, including threat detection and security event notifications. We also have requirements for third-party service providers which include regulatory compliance and meeting NIST Cybersecurity Framework policy and standards. Our agreements with third-party service providers include cybersecurity provisions to address risks.
We are regularly the target of attempted cyber and other security threats and must continuously monitor and ‎develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of ‎unauthorized access, misuse, computer viruses and other events that could have a security impact.‎ While to date the Company has not detected a significant compromise of its information and operating systems, significant data loss or any material financial losses related to cybersecurity attacks, it is possible that we could experience a significant event in the future.
We are regularly the target of attempted cyber and other security threats and must continuously monitor and ‎develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of ‎unauthorized access, misuse, computer viruses and other events that could have a security impact.‎ While to date the Company has not 48 Table of Contents detected a significant compromise of its information and operating systems, significant data loss or any material financial losses related to cybersecurity attacks, it is possible that we could experience a significant event in the future.
Risk Factors, “We are increasingly dependent on technology, including through the use of Artificial Intelligence (AI), in our operations and a failure of our technology could impact our ability ‎to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation ‎risk.”
Risk Factors, “We are increasingly dependent on technology in our operations and a failure of our technology could impact our ability ‎to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation ‎risk.”
This plan includes guidelines for the escalation and communication of cybersecurity incidents, including a requirement to timely report to executive leadership and the Board of Directors based on an assessment of the risk and other specified criteria.
Our Security Incident Response Plan is updated periodically and reviewed at least annually. This plan includes guidelines for the escalation and communication of cybersecurity incidents, including a requirement to timely report to executive leadership and the Board of Directors based on an assessment of the risk and other specified criteria.
Our Information Security team is directed at protecting all aspects of data and how information is stored, transmitted, processed and used in business processes. 47 Table of Contents Our Information Security team of the Information Technology department has the direct responsibility for developing, monitoring and enforcing information security standards and procedures; reviewing and approving all network interconnections for compliance to security standards; and assisting, consulting and training individuals throughout the Company in the use of appropriate information security practices.
Our Information Security team of the Information Technology department has the direct responsibility for developing, monitoring and enforcing information security standards and procedures; reviewing and approving all network interconnections for compliance to security standards; and assisting, consulting and training individuals throughout the Company in the use of appropriate information security practices.
The Senior Vice President – Chief Information Officer, or CIO, who reports to the Executive Vice President and Chief Operating Officer, oversees this group and is responsible for managing the program, in collaboration with our business and functions.
The Senior Vice President – Chief Information Officer, or CIO, who reports to the Senior Vice President – Performance Optimization, oversees this group and is responsible for managing the program, in collaboration with our business and functions. Our CIO has served in that role with us since 2004 and has extensive experience with cybersecurity and information technology at the Company.
From a security perspective, our Information Technology and Safety teams are responsible for protecting physical processes, safety, production, efficiency, and protection of employees.
From a security perspective, our Information Technology and Safety teams are responsible for protecting physical processes, safety, production, efficiency, and protection of employees. Our Information Security team is directed at protecting all aspects of data and how information is stored, transmitted, processed and used in business processes.
Removed
Our CIO has served in that role with us since 2004 and has extensive experience with cybersecurity and information technology at the Company. Our vendor risk management process includes conducting risk assessments to identify and monitor cybersecurity risks associated with third-party service providers, including threat detection and security event notifications.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES As of December 31, 2024, we owned 364 solid waste collection operations, 163 transfer stations, 65 MSW landfills, 20 E&P waste landfills and caverns, 16 non-MSW landfills, 89 recycling operations, four intermodal operations, 68 E&P liquid waste injection wells and 36 E&P waste treatment and oil recovery facilities, and operated, but did not own, an additional 59 transfer stations and 12 MSW landfills, in 46 states in the U.S. and six provinces in Canada.
Biggest changePROPERTIES As of December 31, 2025, we owned 371 solid waste collection operations, 164 transfer stations, 65 MSW landfills, 20 E&P waste landfills and caverns, 17 non-MSW landfills, 90 recycling operations, four intermodal operations, 88 E&P liquid waste injection wells and 36 E&P waste treatment and oil recovery facilities, and operated, but did not own, an additional 60 transfer stations and 12 MSW landfills, in 46 states in the U.S. and six provinces in Canada.
Non-MSW landfills accept construction and demolition, industrial and other non-putrescible waste. We lease certain of the sites on which these facilities are located. We lease various office facilities, including our combined corporate and regional offices in Woodbridge, Ontario, Canada, where we occupy approximately 15,000 square feet of space.
Non-MSW landfills accept construction and demolition, industrial and other non-putrescible waste. We lease certain of the sites on which these facilities are located. We lease various office facilities, including our combined corporate and regional offices in Woodbridge, Ontario, Canada, where we occupy approximately 17,000 square feet of space.
We own a variety of equipment, including waste collection and transportation vehicles, related support vehicles, double-stack rail cars, carts, containers, chassis and heavy 48 Table of Contents equipment used in landfill, collection, transfer station, waste treatment and intermodal operations. We believe that our existing facilities and equipment are adequate for our current operations.
We own a variety of equipment, including waste collection and transportation vehicles, related support vehicles, double-stack rail cars, carts, containers, chassis and heavy equipment used in landfill, collection, transfer station, waste treatment and intermodal operations. We believe that our existing facilities and equipment are adequate for our current operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of February 3, 2025, there were 70 holders of record of our common shares. Because many of our common shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
Biggest changeBecause many of our common shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders. On February 11, 2026, we announced that our Board of Directors approved a regular quarterly cash dividend of $0.35 per common share.
Waste and Disposal Services Index. The graph depicts a five-year comparison of cumulative total returns for our common shares. The graph assumes an investment of $100 in our common shares on December 31, 2019, and the reinvestment of all dividends.
Waste and Disposal Services Index. The graph depicts a five-year comparison of cumulative total returns for our common shares. The graph assumes an investment of $100 in our common shares on December 31, 2020, and the reinvestment of all dividends.
Canada has recently implemented a two percent tax on repurchases of equity by publicly traded Canadian entities ‎‎(the “Share Buyback Tax”).
Canada imposes a two percent tax on repurchases of equity by publicly traded Canadian entities ‎‎(the “Share Buyback Tax”).
The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of our common shares, any share buyback taxes applicable and overall market conditions. All common shares purchased under the NCIB will be immediately cancelled following their repurchase.
The timing and amounts of any repurchases pursuant to the NCIB will depend on market conditions, share price and other factors, including potential acquisition growth opportunities. All common shares purchased under the NCIB will be immediately cancelled following their repurchase.
On July 23, 2024, our Board of Directors approved, subject to receipt of regulatory approvals, the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,901,981 of our common shares during the period of August 12, 2024 to August 11, 2025 or until such earlier time as the NCIB is completed or terminated at our option.
On August 8, 2025, we announced the annual renewal of our normal course issuer bid, or the NCIB, to purchase up to 12,855,691 of our common shares during the period of August 12, 2025 to August 11, 2026 or until such earlier time as the NCIB is completed or terminated at our option.
This graph with the accompanying text is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Base ​ Indexed Returns ​ ​ Period ​ Years Ending Company Name / Index Dec19 Dec20 Dec21 Dec22 Dec23 Dec24 Waste Connections, Inc. ​ $ 100 ​ $ 113.86 ​ $ 152.33 ​ $ 149.25 ​ $ 169.36 ​ $ 195.99 S&P 500 Index ​ $ 100 ​ $ 118.40 ​ $ 152.39 ​ $ 124.79 ​ $ 157.59 ​ $ 197.02 S&P/TSX 60 Index ​ $ 100 ​ $ 107.45 ​ $ 138.76 ​ $ 121.29 ​ $ 139.65 ​ $ 154.98 Dow Jones U.S.
This graph with the accompanying text is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Base ​ Indexed Returns ​ ​ Period ​ Years Ending Company Name / Index ​ ​ ​ Dec20 ​ ​ ​ Dec21 ​ ​ ​ Dec22 ​ ​ ​ Dec23 ​ ​ ​ Dec24 ​ ​ ​ Dec25 Waste Connections, Inc. ​ $ 100 ​ $ 133.80 ​ $ 131.09 ​ $ 148.75 ​ $ 172.14 ​ $ 177.17 S&P 500 Index ​ $ 100 ​ $ 128.71 ​ $ 105.40 ​ $ 133.10 ​ $ 166.40 ​ $ 196.16 S&P/TSX 60 Index ​ $ 100 ​ $ 129.14 ​ $ 112.88 ​ $ 129.97 ​ $ 144.23 ​ $ 195.30 Dow Jones U.S.
Waste & Disposal Services Index ​ $ 100 ​ $ 106.56 ​ $ 148.97 ​ $ 140.91 ​ $ 165.99 ​ $ 197.91 ​ THE SHARE PRICE PERFORMANCE INCLUDED IN THIS GRAPH IS NOT NECESSARILY INDICATIVE OF FUTURE SHARE PRICE PERFORMANCE.
Waste & Disposal Services Index ​ $ 100 ​ $ 139.79 ​ $ 132.24 ​ $ 155.77 ​ $ 185.73 ​ $ 195.61 ​ THE SHARE PRICE PERFORMANCE INCLUDED IN THIS GRAPH IS NOT NECESSARILY INDICATIVE OF FUTURE SHARE PRICE PERFORMANCE.
Removed
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Waste Connections, Inc. is a corporation organized under the laws of Ontario, Canada.
Added
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common shares are listed on the Toronto Stock Exchange, or TSX, the New York Stock Exchange, or NYSE, and the NYSE Texas under the symbol “WCN”. As of February 3, 2026, there were 68 holders of record of our common shares.
Removed
In 2016, the predecessor corporation, Waste Connections, Inc., a Delaware corporation, entered into a business combination with Progressive Waste Solutions Ltd., a corporation organized under the laws of Ontario, Canada (“Progressive Waste” and the transaction, the “Progressive Waste acquisition”).
Added
The renewal followed the conclusion of our previous NCIB that expired August 11, 2025. Under the NCIB, we may make share repurchases on the TSX, the NYSE, the NYSE Texas and/or alternative Canadian trading systems, at the prevailing market price at the time of the transaction and subject to certain volume limitations.
Removed
References to the “Company” and “Waste Connections” in this Annual Report on Form 10-K refer to the combined business after the business combination and to the Delaware corporation, now known as Waste Connections US, Inc., before the Progressive Waste acquisition.
Added
During the year ended December 31, 2025, we have repurchased 2.8 million of our common shares pursuant to the NCIB in effect during that period at an aggregate cost of $505.5 million, or an average price of $183.24 per share.
Removed
All references to “dollars” or “$” used herein refer to U.S. dollars, and all references to “CAD $” used herein refer to Canadian dollars, unless otherwise stated. Our common shares are listed on the New York Stock Exchange, or NYSE, and the Toronto Stock Exchange, or TSX, under the symbol “WCN”.
Added
The table below reflects repurchases we made during the three months ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ ​ ​ Maximum Number ​ ​ ​ ​ ​ ​ ​ Shares Purchased ​ of Shares that ​ ​ Total Number ​ Average ​ as Part of Publicly ​ May Yet Be ​ ​ of Shares ​ Price Paid ​ Announced ​ Purchased Under Period ​ Purchased ​ Per Share (1) ​ Program (2) ​ the Program (2) 10/1/25 - 10/31/25 181,051 ​ $ 172.61 181,051 11,580,628 11/1/25 - 11/30/25 115,071 ​ $ 171.64 115,071 11,465,557 12/1/25 - 12/31/25 69,302 ​ $ 178.07 69,302 11,396,255 ​ 365,424 ​ $ 173.34 365,424 ​ ​ (1) This amount represents the weighted average price paid per common share.
Removed
On February 12, 2025, we announced that our Board of Directors approved a regular quarterly cash dividend of $0.315 per common share.
Added
This price includes a per share commission and share buyback taxes paid for all repurchases. (2) The annual renewal of our NCIB was announced on August 8, 2025, and unless terminated at our option, it will expire on August 11, 2026 or, if earlier, upon the purchase of the full 12,855,691 common shares authorized for purchase under the NCIB.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

154 edited+18 added−25 removed101 unchanged
Biggest changeThe increase in operating costs of $202.1 million, assuming foreign currency parity, at our existing operations for the year ended December 31, 2024, consisted of higher labor and recurring incentive compensation expenses of $80.4 million, an increase in risk management expenses of $41.2 million due to higher claim and premium costs, an increase in truck, container, equipment and facility maintenance and repair expenses of $22.4 million, an increase in disposal costs of $19.3 million, an increase in benefits costs of $16.4 million, an increase in trucking costs of $16.3 million, an increase in leachate costs of $13.8 million, an increase in taxes on revenues of $11.5 million as a result of increased revenues, an increase in post-closure liability interest accretion expense of $7.1 million, an increase in facility and equipment rental and other recurring facility costs of $4.5 million, an increase in landfill monitoring and maintenance costs of $3.3 million and a net increase of other expenses of $8.8 million, partially offset by a decrease in fuel expense of $18.3 million due to lower diesel and natural gas prices, a decrease in subcontract expense of $17.0 million and a decrease in fees paid for the processing of recyclable materials of $7.6 million primarily as a result of higher commodity values.
Biggest changeThe increase in operating costs of $96.0 million, assuming foreign currency parity, at our existing operations for the year ended December 31, 2025, consisted of higher labor and recurring incentive compensation expenses of $53.7 million, an increase in trucking costs of $23.3 million, higher post-closure liability interest accretion expense of $17.4 million, an increase in risk management expenses of $11.1 million, an increase in taxes on revenues of $9.1 million, higher benefits costs of $9.0 million and a net increase of other expenses of $2.3 million, partially offset by a decrease in fuel expense of $11.3 million due to diesel prices, lower disposal costs of $10.4 million and a decrease in truck, container, equipment and facility maintenance and repair expenses of $8.2 million.
In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical.
In the event that changes in an estimate for a closure and post-closure liability are associated with a significant change in facts and circumstances at a landfill or a non-operating section of a landfill, corresponding adjustments to recorded liabilities and Impairments and other operating items are made as soon as is practical.
Segment Reporting We manage our operations through the following six geographic solid waste operating segments: Western, Southern, Eastern, Central, Canada and MidSouth. 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.
Segment Reporting We manage our operations through the following six geographic solid waste operating segments: Southern, Western, Eastern, Central, Canada and MidSouth. Our six geographic solid waste operating segments comprise our reportable segments. Each operating segment is responsible for managing several vertically integrated operations, which are comprised of districts.
We use an accelerated or straight-line basis for amortization, depending on the attributes of the related intangibles. Goodwill and indefinite-lived intangible assets, consisting primarily of certain perpetual rights to provide solid waste collection and transportation services in specified territories, are not amortized. We capitalize some third-party expenditures related to development projects, such as legal and engineering.
We use an accelerated or straight-line basis for amortization, depending on the attributes of the related intangibles. Goodwill and indefinite-lived intangible assets, consisting primarily of certain perpetual rights to provide solid waste collection and transportation services in specified territories, are not amortized. We capitalize some third-party expenditures related to development projects, such as information technology, legal and engineering.
The Senior Notes are our senior unsecured obligations, ranking equally in right of payment with our existing and future unsubordinated debt and senior to any of our future subordinated debt. The Senior Notes are not guaranteed by any of our subsidiaries.
The Senior Notes are our senior unsecured obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of our future subordinated debt. The Senior Notes are not guaranteed by any of our subsidiaries.
The detailed results of our 2024, 2023 and 2022 impairment tests are described in Note 3 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. Business Combination Accounting . We recognize, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values.
The detailed results of our 2025, 2024 and 2023 impairment tests are described in Note 3 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. Business Combination Accounting . We recognize, separately from goodwill, the identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values.
(c) Reflects the cash and non-cash components of severance expense associated with an executive departure. ​ 76 Table of Contents 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 valuation measures in the solid waste industry.
(c) Reflects the cash and non-cash components of severance expense associated with an executive departure. ​ 74 Table of Contents 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 valuation measures in the solid waste industry.
See “Accounting for landfills” and “Final capping, closure and post-closure obligations” within “Critical Accounting Estimates and Assumptions” included in Item 7 of Part II – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The remaining net losses of $16.1 million recorded during the year ended December 31, 2024 consisted of $14.3 million of net losses on the disposal of property and equipment and uninsured damages to an operating facility, $2.8 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the original estimated termination date and $1.5 million of other net losses, partially offset by net gains of $2.5 million on settlement of litigation.
See “Accounting for landfills” and “Final capping, closure and post-closure obligations” within “Critical Accounting Estimates and Assumptions” included in this Item 7 of Part II – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The remaining net losses of $16.1 million recorded during the year ended December 31, 2024 consisted of $14.3 million of net losses on the disposal of property and equipment and uninsured damages to an operating facility, $2.8 million of charges to write off the carrying cost of certain contracts that were not, or are not expected to be, renewed prior to the 62 Table of Contents original estimated termination date and $1.5 million of other net losses, partially offset by net gains of $2.5 million on settlement of litigation.
We also target niche markets, like non-hazardous E&P waste treatment, recovery and disposal services. 2024 Financial Performance 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.
We also target niche markets, like non-hazardous E&P waste treatment, recovery and disposal services. 2025 Financial Performance 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.
Capital Position We target a Leverage Ratio, as defined in our Revolving Credit Agreement, of approximately 2.5x – 3.0x total debt to EBITDA. The Leverage Ratio is a non-GAAP ratio (refer to page 77 of this Annual Report on Form 10-K for more information on this ratio).
Capital Position We target a Leverage Ratio, as defined in our Revolving Credit Agreement, of approximately 2.5x – 3.0x total debt to EBITDA. The Leverage Ratio is a non-GAAP ratio (refer to page 75 of this Annual Report on Form 10-K for more information on this ratio).
These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2024, nor are they expected to have a material impact on our future financial position, results of operations or liquidity. From time to time, we evaluate our existing operations and their strategic importance to us.
These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2025, nor are they expected to have a material impact on our future financial position, results of operations or liquidity. From time to time, we evaluate our existing operations and their strategic importance to us.
We present this ratio because it is used for the purposes of calculating financial covenants under our Revolving Credit Agreement. Management also uses this ratio as one of the principal measures to evaluate and monitor the indebtedness of the Company relative to its ability to generate income to service such debt.
We present this ratio because it is used for the purpose of calculating financial covenants under our Revolving Credit Agreement. Management also uses this ratio as one of the principal measures to evaluate and monitor the indebtedness of the Company relative to its ability to generate income to service such debt.
For our impairment testing of our operating segments for the year ended December 31, 2024, we determined that the indicated fair value of each of our reporting units exceeded their carrying value in excess of 200% and, therefore, we did not record an impairment charge.
For our impairment testing of our operating segments for the year ended December 31, 2025, we determined that the indicated fair value of each of our reporting units exceeded their carrying value in excess of 200% and, therefore, we did not record an impairment charge.
The New 2029 Senior Notes bear interest at a rate of 4.50%. 5) $600.0 million in principal payments due 2030 related to our 2030 Senior Notes. The 2030 Senior Notes bear interest at a rate of 2.60%. 72 Table of Contents 6) $650.0 million in principal payments due 2032 related to our 2032 Senior Notes.
The New 2029 Senior Notes bear interest at a rate of 4.50%. 5) $600.0 million in principal payments due 2030 related to our 2030 Senior Notes. The 2030 Senior Notes bear interest at a rate of 2.60%. 71 Table of Contents 6) $650.0 million in principal payments due 2032 related to our 2032 Senior Notes.
The following assumptions were made in calculating cash interest payments: 1) We calculated cash interest payments on the Revolving Credit Agreement using the Term SOFR rate plus the applicable Term SOFR margin, the base rate plus the applicable base rate margin, the term CORRA rate plus the applicable margin and the Canadian prime rate plus the applicable prime rate margin at December 31, 2024.
The following assumptions were made in calculating cash interest payments: 1) We calculated cash interest payments on the Revolving Credit Agreement using the term SOFR rate plus the applicable term SOFR margin, the base rate plus the applicable base rate margin, the term CORRA rate plus the applicable margin and the Canadian prime rate plus the applicable prime rate margin at December 31, 2025.
Such critical accounting estimates and assumptions are applicable to our reportable segments. We believe that of our significant accounting policies, which are described in Note 3 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, the following accounting policies involve a greater 54 Table of Contents degree of judgment and complexity.
Such critical accounting estimates and assumptions are applicable to our reportable segments. We believe that of our significant accounting policies, which are described in Note 3 of our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, the following accounting policies involve a greater degree of judgment and complexity.
Accordingly, we believe these are the most critical to fully understand and evaluate our financial condition and results of operations. Insurance liabilities . We maintain insurance policies for automobile, general, employer’s, environmental, cyber, employment practices and directors’ and officers’ liability as well as for employee group health insurance, property insurance and workers’ compensation.
Accordingly, we believe these are the most critical to fully understand and evaluate our financial condition and results of operations. 54 Table of Contents Insurance liabilities . We maintain insurance policies for automobile, general, employer’s, environmental, cyber, employment practices and directors’ and officers’ liability as well as for employee group health insurance, property insurance and workers’ compensation.
The 2033 Senior Notes bear interest at a rate of 4.20%. 9) $750.0 million in principal payments due 2034 related to our 2034 Senior Notes. The 2034 Senior Notes bear interest at a rate of 5.00%. 10) $500.0 million in principal payments due 2050 related to our 2050 Senior Notes.
The 2033 Senior Notes bear interest at a rate of 4.20%. 9) $750.0 million in principal payments due 2034 related to our 2034 Senior Notes. The 2034 Senior Notes bear interest at a rate of 5.00%. 10) $500.0 million in principal payments due 2035 related to our 2035 Senior Notes.
The fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination. 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 fees received for intermodal services are based on negotiated rates and vary depending on volume commitments by the shipper and destination. 58 Table of Contents 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.
Other companies may calculate leverage ratios differently. 77 Table of Contents Inflation In the current environment, we have seen inflationary pressures resulting from higher fuel, materials or labor costs in certain markets and higher resulting third-party costs in areas such as brokerage, repairs and construction.
Other companies may calculate leverage ratios differently. 75 Table of Contents Inflation In the current environment, we have seen inflationary pressures resulting from higher materials or labor costs in certain markets and higher resulting third-party costs in areas such as brokerage, repairs and construction.
Our significant costs of operations in 2024 were labor, employee benefits, third-party disposal and transportation, vehicle, equipment and property maintenance, taxes and fees, risk management and fuel.
Our significant costs of operations in 2025 were labor, employee benefits, third-party disposal and transportation, vehicle, equipment and property maintenance, taxes and fees, risk management and fuel.
Significant changes in revenue, segment expenses and EBITDA for our reportable segments for the year ended December 31, 2024, compared to the year ended December 31, 2023, are discussed below.
Significant changes in revenue, segment expenses and EBITDA for our reportable segments for the year ended December 31, 2025, compared to the year ended December 31, 2024, are discussed below.
We use a number of programs to reduce overall cost of operations, including increasing the use of automated routes to reduce labor and workers’ compensation exposure, utilizing comprehensive maintenance and health and safety 58 Table of Contents programs, and increasing the use of transfer stations to further enhance internalization rates.
We use a number of programs to reduce overall cost of operations, including increasing the use of automated routes to reduce labor and workers’ compensation exposure, utilizing comprehensive maintenance and health and safety programs, and increasing the use of transfer stations to further enhance internalization rates.
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.
The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing 52 Table of Contents costs and complexity associated with waste management operations and regulatory compliance.
Our effective tax rate for the year ended December 31, 2023 was 22.4%. 63 Table of Contents The income tax provision for the year ended December 31, 2024 included a benefit of $5.8 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate.
The income tax provision for the year ended December 31, 2025 included a benefit of $5.3 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate. 63 Table of Contents The income tax provision for the year ended December 31, 2024 included a benefit of $5.8 million from share-based payment awards being recognized in the income statement when settled, as well as a portion of our internal financing being taxed at effective rates substantially lower than the U.S. federal statutory rate.
Contingent consideration payments include $87.2 million recorded as liabilities in our consolidated financial statements at December 31, 2024, and $15.7 million of future interest accretion on the recorded obligations. We are party to operating lease agreements and finance leases as discussed in Note 7 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Contingent consideration payments include $84.7 million recorded as liabilities in our consolidated financial statements at December 31, 2025, and $14.2 million of future interest accretion on the recorded obligations. We are party to operating lease agreements and finance leases as discussed in Note 7 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Many small independent operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to 52 Table of Contents 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.
Some 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.
These include: ● Statements regarding our landfills, including capacity, duration, special projects, demand for and pricing of recyclables, estimated closure and post-closure liabilities, landfill alternatives and related capital expenditures, operating expenses, leachate and the ETLF event at the Chiquita Canyon Landfill; ● 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 amount 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 inflation, credit risk of customers, seasonality, labor/pension costs and labor union activity, employee retention costs, operational and safety risks, acquisitions, dividends, litigation developments and results, goodwill impairments, insurance costs and cybersecurity threats.
These include: ● Statements regarding our landfills, including capacity, duration, demand for and pricing of recyclables, estimated closure and post-closure liabilities, landfill alternatives and related capital expenditures, operating expenses, leachate and the ETLF event at the Chiquita Canyon Landfill; ● 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 amount and sources of, certain capital expenditures for our existing and newly acquired properties and equipment and the funding thereof; ● Statements regarding fuel, oil and natural gas demand, prices, and price volatility; ● Assessments of regulatory developments and potential changes in environmental, health, safety and tax laws and regulations; and ● Other statements on a variety of topics such as inflation, impacts of trade policies or tariffs, general economic conditions, credit risk of customers, seasonality, labor/pension costs and labor union activity, employee retention costs, operational and safety risks, acquisitions and their contribution to the Company’s strategy, dividends, share repurchases, litigation developments and results, goodwill impairments, insurance costs and cybersecurity threats.
Based on our deferred income tax liability balance at December 31, 2024, each 0.1 percentage point change to our expected future income tax rates would change our deferred income tax liability balance and income tax expense by approximately $3.7 million. Accounting for landfills . We recognize landfill depletion expense as airspace of a landfill is consumed.
Based on our deferred income tax liability balance at December 31, 2025, each 0.1 percentage point change to our expected future income tax rates would change our deferred income tax liability balance and income tax expense by approximately $4.2 million. Accounting for landfills . We recognize landfill depletion expense as airspace of a landfill is consumed.
The 2028 Senior Notes bear interest at a rate of 4.25%. 3) $500.0 million in principal payments due 2029 related to our 2029 Senior Notes. The 2029 Senior Notes bear interest at a rate of 3.50%. 4) $347.5 million in principal payments due 2029 related to our New 2029 Senior Notes.
The 2028 Senior Notes bear interest at a rate of 4.25%. 3) $500.0 million in principal payments due 2029 related to our 2029 Senior Notes. The 2029 Senior Notes bear interest at a rate of 3.50%. 4) $364.8 million in principal payments due 2029 related to our New 2029 Senior Notes.
The decrease for the year ended December 31, 2024 was attributable to capital expenditures providing tax benefits resulting from accelerated depreciation and tax benefits resulting from payments for closure and post-closure activities in the period.
The increase for the year ended December 31, 2025 was attributable to capital expenditures providing tax benefits resulting from accelerated depreciation and tax benefits resulting from payments for closure and post-closure activities in the period.
The Board of Directors of the Company authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In October 2024, we announced that our Board of Directors increased our regular quarterly cash dividend by $0.03, from $0.285 to $0.315 per share.
The Board of Directors of the Company authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In October 2025, we announced that our Board of Directors increased our regular quarterly cash dividend by $0.035, from $0.315 to $0.350 per share.
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.
We compare the fair value of each reporting unit with the carrying value of the net assets assigned to the 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.
The increase was comprised of an increase in depreciation and depletion expense of $92.2 million from acquisitions closed during, or subsequent to, the year ended December 31, 2023, an increase in depreciation expense of $35.9 million from the impact of additions to our fleet and equipment purchased to support our existing operations and an increase of $2.3 million in depletion expense, partially offset by a decrease of $1.8 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.2 million from operations divested during, or subsequent to, the year ended December 31, 2023.
The increase was comprised of an increase in depreciation and depletion expense of $45.1 million from acquisitions closed during, or subsequent to, the year ended December 31, 2024, and an increase in depreciation expense of $41.4 million from the impact of additions to our fleet and equipment purchased to support our existing operations, partially offset by a decrease of $26.3 million in depletion expense, a decrease of $2.7 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.9 million from operations divested during, or subsequent to, the year ended December 31, 2024.
New Accounting Pronouncements See Note 2 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for a description of the new accounting standards that are applicable to us. ​ 74 Table of Contents 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 liquidity measure in the solid waste industry.
New Accounting Pronouncements See Note 2 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for a description of the new accounting standards that are applicable to us. ​ 73 Table of Contents Non-GAAP Financial Measures ​ 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.
Cash dividends of $302.3 million and $270.6 million were paid during the years ended December 31, 2024 and 2023, respectively. We cannot assure as to the amounts or timing of future dividends. Our business is capital intensive.
Cash dividends of $333.8 million and $302.3 million were paid during the years ended December 31, 2025 and 2024, respectively. We cannot assure as to the amounts or timing of future dividends. Our business is capital intensive.
At December 31, 2024, $41.7 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based prime rate loans, bearing interest at a total rate of 5.45% on such date. 2) $500.0 million in principal payments due 2028 related to our 2028 Senior Notes.
At December 31, 2025, $13.9 million of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based prime rate loans, bearing interest at a total rate of 4.45% on such date. 2) $500.0 million in principal payments due 2028 related to our 2028 Senior Notes.
Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at December 31, 2024, and have maturity dates ranging from 2028 to 2044. 13) $9.2 million in principal payments related to our financing leases.
Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at December 31, 2025, and have maturity dates ranging from 2028 to 2044. 14) $16.0 million in principal payments related to our financing leases.
Advances are available under the Revolving Credit Agreement in U.S. dollars and Canadian dollars and bear interest at fluctuating rates (See Note 11). At December 31, 2024, $1.350 billion of the outstanding borrowings drawn under the revolving credit facility were in U.S. Term SOFR rate loans, bearing interest at a total rate ranging from 5.46% to 5.69% on such date.
Advances are available under the Revolving Credit Agreement in U.S. dollars and Canadian dollars and bear interest at fluctuating rates (See Note 11). At December 31, 2025, $1.115 billion of the outstanding borrowings drawn under the revolving credit facility were in U.S. term SOFR rate loans, bearing interest at a total rate ranging from 4.59% to 4.75% on such date.
SG&A expenses as a percentage of revenues decreased 0.1 percentage points to 9.9% for the year ended December 31, 2024, from 10.0% for the year ended December 31, 2023.
SG&A expenses as a percentage of revenues increased 0.2 percentage points to 10.1% for the year ended December 31, 2025, from 9.9% for the year ended December 31, 2024.
The increase was primarily the result of $256.2 million of additional operating costs from acquisitions closed during, or subsequent to, the year ended December 31, 2023, and an increase in operating costs at our existing operations of $202.1 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $7.7 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $3.4 million from operations divested during, or subsequent to, the year ended December 31, 2023.
The increase was primarily the result of $187.4 million of additional operating costs from acquisitions closed during, or subsequent to, the year ended December 31, 2024, and an increase in operating costs at our existing operations of $96.0 million, assuming foreign currency parity, partially offset by a decrease in operating costs of $11.3 million resulting from a lower average foreign currency exchange rate in effect during the current period and a decrease of $8.4 million from operations divested during, or subsequent to, the year ended December 31, 2024.
Cash balances decreased from $78.4 million at December 31, 2023 to $62.4 million at December 31, 2024, and we had $778 million of remaining borrowing capacity under our Revolving Credit Agreement, which matures in February 2029. In total, we had $1.364 billion in prepayable debt outstanding at December 31, 2024.
Cash balances decreased from $62.4 million at December 31, 2024 to $46.0 million at December 31, 2025, and we had $581.1 million of remaining borrowing capacity under our Revolving Credit Agreement, which matures in February 2029. In total, we had $2.2 billion in prepayable debt outstanding at December 31, 2025.
Operating Results Revenues in 2024 increased 11.2% to $8.920 billion from $8.022 billion in 2023. Acquisitions closed during, or subsequent to, the prior year, net of divestitures, accounted for $529 million in incremental revenues in 2024. Excluding the impact of such acquisitions, revenues increased 4.6% due predominantly to higher internal growth in solid waste.
Operating Results Revenues in 2025 increased 6.1% to $9.467 billion from $8.920 billion in 2024. Acquisitions closed during, or subsequent to, the prior year, net of divestitures, accounted for $377.2 million in incremental revenues in 2025. Excluding the impact of such acquisitions, revenues increased 1.9% due predominantly to higher internal growth in solid waste.
During the year ended December 31, 2024, the net increase in prices charged to our customers at our existing operations was $506.4 million, consisting of $539.0 million of core price increases and decreases in surcharges of $32.6 million.
During the year ended December 31, 2025, the net increase in prices charged to our customers at our existing operations was $526.6 million, consisting of $537.0 million of core price increases and decreases in surcharges of $10.4 million.
The increase was comprised of an increase of $48.0 million, assuming foreign currency parity, at our existing operations and $37.7 million from acquisitions closed during, or subsequent to, the year ended December 31, 2023, partially offset by a decrease of $1.4 million resulting from a lower average foreign currency exchange rate in effect during the current period.
The increase was comprised of $53.1 million, assuming foreign currency parity, at our existing operations and $25.2 million from acquisitions closed during, or subsequent to, the year ended December 31, 2024, partially offset by a decrease of $2.2 million resulting from a lower average foreign currency exchange rate in effect during the current period.
The increase was primarily attributable to an increase of $32.2 million from the issuance of $750.0 million of senior unsecured notes during the year ended December 31, 2024, an increase of $8.9 million from the issuance of CAD $500.0 million of senior unsecured notes during the year ended December 31, 2024, an increase of $8.7 million due to an increase in the average borrowings outstanding under our credit facilities during the year ended December 31, 2024 and $3.2 million of other net expense increases, partially offset by a decrease of $0.8 million from lower interest rates on borrowings outstanding during the comparable periods.
The increase was primarily attributable to an increase of $15.1 million from the issuance of $500.0 million of senior unsecured notes during the year ended December 31, 2025, an increase of $7.2 million from the issuance of CAD $500.0 million of senior unsecured notes in the prior period, an increase of $5.3 million from the issuance of $750.0 million of senior unsecured notes in the prior period and an increase of $4.2 million due to higher average borrowings outstanding under our credit facilities during the year ended December 31, 2025 , partially offset by a decrease of $22.1 million from lower interest rates on borrowings outstanding during the comparable periods and a decrease of $1.9 million from other net expense decreases.
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.
Owning a point of transfer to landfills has become increasingly important as landfills continue to close and some disposal capacity is farther from collection areas. Generally, the most profitable operators within the solid waste industry are those companies that are vertically integrated or enter into long-term collection contracts.
At December 31, 2024, $95.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S. base rate loans, bearing interest at a total rate of 7.50% on such date.
At December 31, 2025, $38.0 million of the outstanding borrowings drawn under the revolving credit facility were in U.S. base rate loans, bearing interest at a total rate of 6.75% on such date.
Our financing leases bear interest at rates between 1.89% and 5.07% at December 31, 2024, and have expiration dates ranging from 2026 to 2029.
Our financing leases bear interest at rates between 1.89% and 5.35% at December 31, 2025, and have expiration dates ranging from 2026 to 2035.
Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the years ended December 31, 2024, 2023 and 2022, are calculated as follows (amounts in thousands of U.S. dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2024 2023 2022 Reported net income attributable to Waste Connections $ 617,573 ​ $ 762,800 ​ $ 835,662 Adjustments: ​ ​ ​ ​ ​ Amortization of intangibles (a) 189,768 ​ 157,573 ​ 155,675 Impairments and other operating items (b) 613,012 ​ 238,796 ​ 18,230 Transaction-related expenses (c) 26,059 ​ 10,653 ​ 24,933 Fair value changes to equity awards (d) 1,592 ​ (1,726) ​ 86 Executive separation costs (e) — ​ 16,105 ​ — Tax effect (f) (208,711) ​ (102,948) ​ (49,312) Adjusted net income attributable to Waste Connections $ 1,239,293 ​ $ 1,081,253 ​ $ 985,274 ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per common share attributable to Waste Connections’ common shareholders: ​ ​ Reported net income $ 2.39 ​ $ 2.95 ​ $ 3.24 Adjusted net income $ 4.79 ​ $ 4.19 ​ $ 3.82 (a) Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.
Our adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections for the years ended December 31, 2025, 2024 and 2023, are calculated as follows (amounts in thousands of U.S. dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Reported net income attributable to Waste Connections $ 1,076,557 ​ $ 617,573 ​ $ 762,800 Adjustments: ​ ​ ​ ​ ​ Amortization of intangibles (a) 201,541 ​ 189,768 ​ 157,573 Impairments and other operating items (b) 109,709 ​ 613,012 ​ 238,796 Transaction-related expenses (c) 24,178 ​ 26,059 ​ 10,653 Fair value changes to equity awards (d) 433 ​ 1,592 ​ (1,726) Executive separation costs (e) — ​ — ​ 16,105 Tax effect (f) (84,084) ​ (208,711) ​ (102,948) Adjusted net income attributable to Waste Connections $ 1,328,334 ​ $ 1,239,293 ​ $ 1,081,253 ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per common share attributable to Waste Connections’ common shareholders: ​ ​ ​ ​ ​ Reported net income $ 4.17 ​ $ 2.39 ​ $ 2.95 Adjusted net income $ 5.15 ​ $ 4.79 ​ $ 4.19 (a) Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.
Adjusted net income attributable to Waste Connections, a non-GAAP financial measure (refer to page 77 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), in 2024 increased 14.6% to $1.239 billion from $1.081 billion in 2023.
Adjusted net income attributable to Waste Connections, a non-GAAP financial measure (refer to page 75 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), in 2025 increased 7.2% to $1.328 billion from $1.239 billion in 2024.
In 2024, adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, a non-GAAP financial measure (refer to page 76 of this Annual Report on Form 10-K for a definition and 53 Table of Contents reconciliation to Net income attributable to Waste Connections), increased 15.0% to $2.902 billion, from $2.523 billion in 2023.
In 2025, adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, a non-GAAP financial measure (refer to page 74 of this Annual Report on Form 10-K for a definition and reconciliation to Net income attributable to Waste Connections), increased 7.7% to $3.125 billion, from $2.902 billion in 2024.
As of December 31, 2024, $2.164 billion under the revolving credit facility were outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $57.3 million. We also had $113.4 million of letters of credit issued and outstanding at December 31, 2024 under a facility other than the Revolving Credit Agreement.
As of December 31, 2025, $2.382 billion under the revolving credit facility were outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $37.3 million. We also had $183.3 million of letters of credit issued and outstanding at December 31, 2025 under a facility other than the Revolving Credit Agreement.
Our adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022, are calculated as follows (amounts in thousands of U.S. dollars): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2024 2023 2022 Net income attributable to Waste Connections $ 617,573 ​ $ 762,800 ​ $ 835,662 Plus (less): Net income (loss) attributable to noncontrolling interests (1,003) ​ 26 ​ 339 Plus: Income tax provision 146,363 ​ 220,675 ​ 212,962 Plus: Interest expense 326,804 ​ 274,642 ​ 202,331 Less: Interest income (11,607) ​ (9,350) ​ (5,950) Plus: Depreciation and amortization 1,163,769 ​ 1,003,211 ​ 918,960 Plus: Closure and post-closure accretion 29,774 ​ 19,605 ​ 16,253 Plus: Impairments and other operating items 613,012 ​ 238,796 ​ 18,230 Less: Other income, net (10,471) ​ (12,481) ​ (3,154) Adjustments: ​ ​ ​ ​ ​ Plus: Transaction-related expenses (a) 26,059 ​ 10,653 ​ 24,933 Plus (less): Fair value changes to equity awards (b) 1,592 ​ (1,726) ​ 86 Plus: Executive separation costs (c) — ​ 16,105 ​ — Adjusted EBITDA $ 2,901,865 ​ $ 2,522,956 ​ $ 2,220,652 (a) Reflects the addback of acquisition-related transaction costs.
Our adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023, are calculated as follows (amounts in thousands of U.S. dollars): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net income attributable to Waste Connections $ 1,076,557 ​ $ 617,573 ​ $ 762,800 Plus (less): Net income (loss) attributable to noncontrolling interests — ​ (1,003) ​ 26 Plus: Income tax provision 341,359 ​ 146,363 ​ 220,675 Plus: Interest expense 334,551 ​ 326,804 ​ 274,642 Less: Interest income (12,139) ​ (11,607) ​ (9,350) Plus: Depreciation and amortization 1,232,106 ​ 1,163,769 ​ 1,003,211 Plus: Closure and post-closure accretion 47,955 ​ 29,774 ​ 19,605 Plus: Impairments and other operating items 109,709 ​ 613,012 ​ 238,796 Less: Other income, net (30,154) ​ (10,471) ​ (12,481) Adjustments: ​ ​ ​ ​ ​ Plus: Transaction-related expenses (a) 24,178 ​ 26,059 ​ 10,653 Plus (less): Fair value changes to equity awards (b) 433 ​ 1,592 ​ (1,726) Plus: Executive separation costs (c) — ​ — ​ 16,105 Adjusted EBITDA $ 3,124,555 ​ $ 2,901,865 ​ $ 2,522,956 (a) Reflects the addback of acquisition-related transaction costs.
As a percentage of revenue, adjusted EBITDA increased from 31.5% in 2023, to 32.5% in 2024. This 1.0 percentage point increase reflects price-led organic growth in solid waste exceeding cost inflation and lower cost of fuel during the year, along with higher recycled commodity, E&P waste and landfill gas revenues.
As a percentage of revenue, adjusted EBITDA increased from 32.5% in 2024, to 33.0% in 2025. This 0.5 percentage point increase reflects price-led organic growth in solid waste exceeding cost inflation and lower cost of fuel during the year, partially offset by lower recycled commodity and landfill gas revenues.
Cost of operations as a percentage of revenues decreased 0.9 percentage points to 58.2% for the year ended December 31, 2024, from 59.1% for the year ended December 31, 2023.
Cost of operations as a percentage of revenues decreased 0.6 percentage points to 57.6% for the year ended December 31, 2025, from 58.2% for the year ended December 31, 2024.
The increase was the result of $49.0 million from intangible assets acquired in acquisitions closed during, or subsequent to, the year ended December 31, 2023, partially offset by a decrease of $16.3 million from certain intangible assets becoming fully amortized subsequent to December 31, 2023 and a decrease of $0.5 million due to a lower average foreign currency exchange rate in effect during the current period.
The increase was the result of $33.6 million from intangible assets acquired in acquisitions closed during, or subsequent to, the year ended December 31, 2024, partially offset by a decrease of $21.0 million from certain intangible assets becoming fully amortized during the comparable periods, a decrease of $0.7 million due to a lower average foreign currency exchange rate in effect during the current period and a decrease of $0.2 million due to intangible assets divested during, or subsequent to, the year ended December 31, 2024.
The 2034 Senior Notes were issued under the Indenture, as supplemented through the Eighth Supplemental Indenture, dated as of February 21, 2024. 71 Table of Contents On June 13, 2024, we completed an underwritten public offering of CAD $500.0 million aggregate principal amount of 4.50% Senior Notes due June 14, 2029 (the “New 2029 Senior Notes” and, together with the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Notes, the 2032 Senior Notes, the New 2032 Senior Notes, the 2033 Senior Notes, the 2034 Senior Notes, the 2050 Senior Notes and the 2052 Senior Notes, the “Senior Notes”).
The 2034 Senior Notes were issued under the Indenture, as supplemented through the Eighth Supplemental Indenture, dated as of February 21, 2024. On June 13, 2024, we completed an underwritten public offering of CAD $500.0 million aggregate principal amount of 4.50% Senior Notes due June 14, 2029 (the “New 2029 Senior Notes”).
These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one to five years in duration, although some exclusive franchises are for significantly longer periods. Residential collection services are also provided on a subscription basis with individual households.
These exclusive arrangements are awarded, at least initially, on a competitive bid basis and subsequently on a bid or negotiated basis. The standard customer service agreements generally range from one to five 57 Table of Contents years in duration, although some exclusive franchises are for significantly longer periods.
Examples of such events or circumstances include, but are not limited to, the following: ● a significant adverse change in legal factors or in the business climate; ● an adverse action or assessment by a regulator; ● a more likely than not expectation that a segment or a significant portion thereof will be sold; ● the testing for recoverability of a significant asset group within a segment; or ● current period or expected future operating cash flow losses. 56 Table of Contents As part of our goodwill impairment test, we estimate the fair value of each of our reporting units using discounted cash flow analyses.
Examples of such events or circumstances include, but are not limited to, the following: ● a significant adverse change in legal factors or in the business climate; ● an adverse action or assessment by a regulator; ● a more likely than not expectation that a segment or a significant portion thereof will be sold; ● the testing for recoverability of a significant asset group within a segment; or ● current period or expected future operating cash flow losses.
These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2024, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.
The current fuel purchase contracts expire on or before September 30, 2029. These arrangements have not materially affected our financial position, results of operations or liquidity during the year ended December 31, 2025, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.
The following table disaggregates our revenue by service line for the periods indicated (in thousands of U.S. dollars). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2024 ​ 2023 ​ 2022 Commercial $ 2,670,549 $ 2,476,891 $ 2,176,295 Residential ​ 2,258,911 ​ 2,125,068 ​ 1,891,108 Industrial and construction roll off ​ 1,403,313 ​ 1,333,020 ​ 1,183,624 Total collection ​ 6,332,773 ​ 5,934,979 ​ 5,251,027 Landfill ​ 1,557,872 ​ 1,483,397 ​ 1,328,942 Transfer ​ 1,349,080 ​ 1,198,385 ​ 1,026,050 Recycling ​ 241,873 ​ 147,039 ​ 204,876 E&P ​ 521,504 ​ 232,211 ​ 210,562 Intermodal and other ​ 191,887 ​ 171,721 ​ 188,471 Intercompany ​ (1,275,398) ​ (1,145,781) ​ (998,069) Total ​ $ 8,919,591 ​ $ 8,021,951 ​ $ 7,211,859 ​ Cost of operations includes labor and benefits, tipping fees paid to third-party disposal facilities, vehicle and equipment maintenance, workers’ compensation, vehicle and equipment insurance, insurance and employee group health claims expense, third-party transportation expense, fuel, the cost of materials we purchase for recycling, district and state taxes and host community fees and royalties.
The following table disaggregates our revenue by service line for the periods indicated (in thousands of U.S. dollars). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2025 ​ 2024 ​ 2023 Commercial ​ ​ ​ $ 2,944,279 ​ ​ ​ $ 2,670,549 ​ ​ ​ $ 2,476,891 Residential ​ 2,364,536 ​ 2,258,911 ​ 2,125,068 Industrial and construction roll off ​ 1,439,281 ​ 1,403,313 ​ 1,333,020 Total collection ​ 6,748,096 ​ 6,332,773 ​ 5,934,979 Landfill ​ 1,541,904 ​ 1,557,872 ​ 1,483,397 Transfer ​ 1,461,636 ​ 1,349,080 ​ 1,198,385 Recycling ​ 240,057 ​ 241,873 ​ 147,039 E&P ​ 688,761 ​ 521,504 ​ 232,211 Intermodal and other ​ 175,465 ​ 191,887 ​ 171,721 Intercompany ​ (1,389,004) ​ (1,275,398) ​ (1,145,781) Total ​ $ 9,466,915 ​ $ 8,919,591 ​ $ 8,021,951 ​ Cost of operations includes labor and benefits, tipping fees paid to third-party disposal facilities, vehicle and equipment maintenance, workers’ compensation, vehicle and equipment insurance, insurance and employee group health claims expense, third-party transportation expense, fuel, the cost of materials we purchase for recycling, district and state taxes and host community fees and royalties.
The increase for the year ended December 31, 2023 was due primarily to an increase in accrued insurance costs, an increase in accrued compensation costs, an increase in accrued interest due to the timing of interest payments, an increase in property taxes attributable to payment timing and an increase in outstanding obligations to vendors, partially offset by a decrease from the timing of tax payments. 4) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was unfavorably impacted by $208.5 million from an increase in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $247.9 million for the year ended December 31, 2024, compared to a decrease in operating cash flows of $39.4 million for the year ended December 31, 2023. 68 Table of Contents 5) Deferred income taxes — Our increase in net cash provided by operating activities was unfavorably impacted by $63.6 million from deferred income taxes as changes in deferred income taxes resulted in a decrease to operating cash flows of $57.3 million for the year ended December 31, 2024, compared to an increase to operating cash flows of $6.3 million for the year ended December 31, 2023.
The increase for the year ended December 31, 2024 was due primarily to an increase in accrued insurance costs and an increase in accrued interest due to the timing of interest payments, partially offset by a decrease in outstanding obligations to vendors. 4) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was unfavorably impacted by $57.6 million from an increase in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $305.5 million for the year ended December 31, 2025, compared to a decrease in operating cash flows of $247.9 million for the year ended December 31, 2024. 5) Accounts receivable — Our increase in net cash provided by operating activities was unfavorably impacted by $57.4 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $68.0 million for the year ended December 31, 2025, compared to a decrease to operating cash flows of $10.6 million for the year ended December 31, 2024.
The decrease as a percentage of revenues was comprised of a 3.9 percentage point increase in impairments and other operating items, a 0.4 percentage point increase in depreciation expense and a 0.1 percentage point increase in amortization expense, partially offset by a 0.9 percentage point decrease in cost of operations and a 0.1 percentage point decrease in selling, general and administrative expenses.
The increase as a percentage of revenues was comprised of a 5.7 percentage point decrease in impairments and other operating items and a 0.6 percentage point decrease in cost of operations, partially offset by a 0.2 percentage point increase in selling, general and administrative expenses. Interest Expense .
Higher debt resulting from acquisition outlays during 2024 were largely offset by higher EBITDA in 2024, resulting in a nominal increase in our Leverage Ratio from 2.60x at December 31, 2023 to 2.67x at December 31, 2024.
Higher debt resulting from outlays for acquisitions and share repurchases during 2025 were largely offset by higher EBITDA in 2025, resulting in a nominal increase in our Leverage Ratio from 2.67x at December 31, 2024 to 2.75x at December 31, 2025.
The New 2029 Senior Notes were issued under the Indenture, as supplemented by the Ninth Supplemental Indenture, dated as of June 13, 2024. We pay interest on the Senior Notes semi-annually in arrears.
The 2035 Senior Notes were issued under the Indenture, as supplemented by the Tenth Supplemental Indenture, dated as of June 4, 2025. We pay interest on the Senior Notes semi-annually in arrears.
The timing and amounts of any repurchases pursuant to the NCIB will depend on many factors, including our capital structure, the market price of our common shares, any share buyback taxes applicable and overall market conditions. All common shares purchased under the NCIB will be immediately cancelled following their repurchase.
The timing and amounts of any repurchases pursuant to the NCIB will depend on market conditions, share price and other factors, including potential acquisition growth opportunities. All common shares purchased under the NCIB will be immediately cancelled following their repurchase.
The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S. agent and a letter of credit issuer, and the other lenders and financial institutions from time to time party thereto (the “Lenders”) are party to that certain Revolving Credit Agreement, dated as of February 27, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), pursuant to which the Lenders provide loans and other credit extensions to the Company under a revolving credit facility.
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. 69 Table of Contents The Company, as borrower, Bank of America, N.A., acting through its Canada Branch, as the global agent, the swing line lender and a letter of credit issuer, Bank of America, N.A., as the U.S. agent and a letter of credit issuer, and the other lenders and financial institutions from time to time party thereto (the “Lenders”) are party to that certain Revolving Credit Agreement, dated as of February 27, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), pursuant to which the Lenders provide loans and other credit extensions to the Company under a revolving credit facility.
The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, contributions from an increase in higher landfill gas sales, a 0.4 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations, a 0.4 percentage point decrease in fuel costs due to lower diesel and natural gas prices, a 0.2 percentage point decrease in disposal costs due to increased internalization in certain markets, a 0.2 percentage point decrease in subcontract costs and a 0.1 percentage point decrease due to lower costs associated with other expenses, partially offset by a 0.4 percentage point increase in risk management expenses.
The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, a 0.4 percentage point decrease in disposal costs as a result of increased internalization in certain markets, a 0.2 percentage point decrease due to the impact of acquisitions having lower operating costs as a percentage of revenue as compared to existing operations and a 0.2 percentage point decrease in fuel costs due to diesel prices, partially offset by a 0.2 percentage point increase in labor and benefits costs.
Our discount 55 Table of Contents rate assumption for purposes of computing 2024 and 2023 “layers” for final capping, closure and post-closure obligations is based on our long-term credit adjusted risk free rate. Our discount rate was 5.50% for each of 2024 and 2023.
Our discount rate assumption for purposes of computing 2025 and 2024 “layers” for final capping, closure and post-closure obligations is based on our long-term credit adjusted risk-free rate. Our discount rate was 5.50% for each of 2025 and 2024. Our long-term inflation rate assumption was 2.75% for each of the years ended December 31, 2025 and 2024.
For example, if we are unsuccessful in our attempts to obtain or defend permits that we are seeking or have been awarded to operate or expand a landfill, we will no longer generate anticipated income from the landfill and we will be required to expense in a future period up to the carrying value of the landfill or expansion project, less the recoverable value of the property and other amounts recovered.
For example, if we are unsuccessful in our attempts to obtain or defend permits that we are seeking or have been awarded to operate or expand a landfill, we will no longer generate anticipated income from the landfill and we will be required to expense in a future period up to the carrying value of the landfill or expansion project, less the recoverable value of the property and other amounts recovered. 59 Table of Contents Presentation of Results of Operations, Segment Reporting, and Liquidity and Capital Resources The following discussion and analysis of our Results of Operations, Segment Reporting, and Liquidity and Capital Resources includes a comparison for the year ended December 31, 2025 to the year ended December 31, 2024.
Investing Activities Cash Flows Net cash used in investing activities increased $1.578 billion to $3.159 billion for the year ended December 31, 2024, from $1.581 billion for the year ended December 31, 2023.
Investing Activities Cash Flows Net cash used in investing activities decreased $1.136 billion to $2.023 billion for the year ended December 31, 2025, from $3.159 billion for the year ended December 31, 2024.
Solid waste internal growth was up 4.4%, due to higher price increases and higher recycled commodities, partially offset by lower surcharges and lower volumes. Pricing growth was 6.6%, with core pricing up 7.1%, with offsets from lower materials and environmental surcharges of 0.5%.
Solid waste internal growth was up 2.3%, due to higher price increases, partially offset by declines in surcharges, volumes and recycled commodities, along with the closure of an operating facility at year-end 2024. Pricing growth was 6.4%, with core pricing up 6.5%, with offsets from lower materials and environmental surcharges of 0.1%.
Segment expenses increased $76.5 million to $1.201 billion for 2024, from $1.124 billion for 2023 due to an increase in expenses from acquisitions closed during the comparable periods, increased wages and benefits costs, higher risk management costs, increased leachate expenses, higher trucking expenses associated with an increase in transfer volumes, an increase in truck, container, equipment and facility maintenance and repair expenses, increases in allocated corporate overhead and other operating costs partially offset by a decrease in subcontracting costs, lower disposal expense and a decrease in fuel expenses.
Segment expenses increased $103.5 million to $1.250 billion for 2025, from $1.147 billion for 2024 due to an increase in expenses from acquisitions closed during the comparable periods, increases in allocated corporate overhead, higher trucking costs due to higher transfer volumes, an increase in risk management costs and higher labor costs, partially offset 65 Table of Contents by lower disposal expense, a decrease in truck, container, equipment and facility maintenance and repair expenses and lower fuel costs due to diesel prices.
Return of Capital and Distributions to Shareholders In 2024, we distributed $302.3 million to shareholders through cash dividends declared by our Board of Directors, which also increased the quarterly cash dividend by 10.5%, from $0.285 to $0.315 per common share in October 2024.
Return of Capital and Distributions to Shareholders In 2025, we distributed $839.3 million to shareholders through a combination of cash dividends and share repurchases. We paid $333.8 million to shareholders through cash dividends declared by our Board of Directors, which also increased the quarterly cash dividend by 11.1%, from $0.315 to $0.350 per common share in October 2025.
The increase as a percentage of revenues was primarily attributable to acquisitions closed during, or subsequent to, the year ended December 31, 2023 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of decreased depletion expenses as a result of lower landfill volumes. Amortization of Intangibles .
For both comparable periods, depreciation expense as a percentage of revenues was impacted by capital expenditures to support our existing operations and acquisitions closed during, or subsequent to, the year ended December 31, 2024 having higher depreciation expense as a percentage of revenue than our company average, partially offset by the impact of decreased depletion expenses as a result of lower landfill volumes.
Total revenues increased $897.6 million, or 11.2%, to $8.920 billion for the year ended December 31, 2024, from $8.022 billion for the year ended December 31, 2023. Acquisitions closed during, or subsequent to, the year ended December 31, 2023, increased revenues by $537.3 million, for the year ended December 31, 2024.
Total revenues increased $547.3 million, or 6.1%, to $9.467 billion for the year ended December 31, 2025, from $8.920 billion for the year ended December 31, 2024. Acquisitions closed during, or subsequent to, the year ended December 31, 2024, increased revenues by $387.9 million, for the year ended December 31, 2025.
Amortization of intangibles expense increased $32.2 million, or 20.4%, to $189.8 million for the year ended December 31, 2024, from $157.6 million for the year ended December 31, 2023.
Amortization of Intangibles . Amortization of intangibles expense increased $11.7 million, or 6.2%, to $201.5 million for the year ended December 31, 2025, from $189.8 million for the year ended December 31, 2024.
Interest Expense . Interest expense increased $52.2 million, or 19.0%, to $326.8 million for the year ended December 31, 2024, from $274.6 million for the year ended December 31, 2023.
Interest expense increased $7.8 million, or 2.4%, to $334.6 million for the year ended December 31, 2025, from $326.8 million for the year ended December 31, 2024.
Interest Income . Interest income increased $2.2 million, or 24.1%, to $11.6 million for the year ended December 31, 2024, from $9.4 million for the year ended December 31, 2023. The increases were primarily attributable to higher average investment rates in the current periods. Other Income, Net .
Interest Income . Interest income increased $0.5 million, or 4.6%, to $12.1 million for the year ended December 31, 2025, from $11.6 million for the year ended December 31, 2024. The increase was primarily attributable to higher average investment rates in the current period. Other Income, Net .

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2024, our derivative instruments included four 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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.
Biggest changeAt December 31, 2025, our derivative instruments included one interest rate swap agreement that effectively fixes the interest rate on the applicable notional amounts of our variable rate debt as follows (dollars in thousands of U.S. dollars): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed ​ ​ ​ Variable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Interest ​ Interest Rate ​ ​ ​ ​ Date Entered ​ Amount ​ Rate Paid (a) ​ Received ​ Effective Date (b) ​ Expiration Date December 2018 ​ $ 200,000 2.7715 % 1-month term SOFR November 2022 July 2027 (a) Plus applicable margin.
Fair value sensitivity is not necessarily indicative of the ultimate cash flow or earnings effect we would recognize from the assumed market rate movements.
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 have operations in Canada and, where significant, we have quantified and described the impact of foreign currency translation on components of income, including operating revenue and operating costs. However, the impact of foreign currency has not materially affected our results of operations in 2024 or 2023.
We have operations in Canada and, where significant, we have quantified and described the impact of foreign currency translation on components of income, including operating revenue and operating costs. However, the impact of foreign currency has not materially affected our results of operations in 2025 or 2024.
A $0.01 change in the Canadian dollar to U.S. dollar exchange rate would impact our annual revenue and EBITDA by approximately $19.0 million and $9.0 million, respectively. ​ 79 Table of Contents
A $0.01 change in the Canadian dollar to U.S. dollar exchange rate would impact our annual revenue and EBITDA by approximately $19.0 million and $9.0 million, respectively. ​ 77 Table of Contents
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 years ended December 31, 2024 and 2023, would have had a $23.3 million and $14.3 million impact on revenues for the years ended December 31, 2024 and 2023, respectively.
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 years ended December 31, 2025 and 2024, would have had a $23.1 million and $23.3 million impact on revenues for the years ended December 31, 2025 and 2024, respectively.
(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.
(b) In October 2022, we amended the reference rate in our outstanding interest rate swap contract to replace One-Month LIBOR with One-Month term SOFR and certain credit spread adjustments.
With respect to the approximately 49.1 million gallons of unhedged diesel fuel we expect to purchase in 2025 at market prices, a $0.10 per gallon increase in the price of diesel fuel over the year would decrease our pre-tax income during this period by approximately $4.9 million.
With respect to the approximately 50.1 million gallons of unhedged diesel fuel we expect to purchase in 2026 at market prices, a $0.10 per gallon increase in the price of diesel fuel over the year would decrease our pre-tax income during this period by approximately $5.0 million.
A one percentage point increase in interest rates on our variable-rate debt as of December 31, 2024 and 2023, would decrease our annual pre-tax income by approximately $13.6 million and $11.0 million, respectively.
A one percentage point increase in interest rates on our variable-rate debt as of December 31, 2025 and 2024, would decrease our annual pre-tax income by approximately $21.8 million and $13.6 million, respectively.
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 consolidated financial statements.
We did not record any gains or losses upon the conversion of the reference rate in this interest rate swap contract, and we believe this amendment will not have a material impact on our consolidated financial statements.
We are exposed to cash flow risk due to changes in interest rates with respect to the unhedged floating rate balances owed at December 31, 2024 and 2023, of $1.364 billion and $1.099 billion, respectively, including floating rate debt under our Revolving Credit Agreement (or, as of December 31, 2023, the 2021 Revolving and Term Credit Agreement and the 2022 Term Loan Agreement).
We are exposed to cash flow risk due to changes in interest rates with respect to the unhedged floating rate balances owed at December 31, 2025 and 2024, of $2.182 billion and $1.364 billion, respectively, including floating rate debt under our Revolving Credit Agreement.
All of our remaining debt instruments are at fixed rates, or effectively fixed under the interest 78 Table of Contents 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.
All of our remaining debt instruments are at fixed rates, or effectively fixed under the interest rate swap agreement 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. 76 Table of Contents The market price of diesel fuel is unpredictable and can fluctuate significantly.
For the year ending December 31, 2025, we expect to purchase approximately 91.7 million gallons of diesel fuel, of which 49.1 million gallons will be purchased at market prices and 42.6 million gallons will be purchased under our fixed price diesel fuel purchase contracts.
For the year ending December 31, 2026, we expect to purchase approximately 91.9 million gallons of diesel fuel, of which 50.1 million gallons will be purchased at market prices and 41.8 million gallons will be purchased under our fixed price diesel fuel purchase contracts.
To manage a portion of this risk, we periodically enter into fuel hedge agreements related to forecasted diesel fuel purchases, and we also enter into fixed price fuel purchase contracts. At December 31, 2024, we had no fuel hedge agreements in place; however, we have entered into fixed price diesel fuel purchase contracts for 2025 as described below.
At December 31, 2025, we had no fuel hedge agreements in place; however, we have entered into fixed price diesel fuel purchase contracts for 2026 as described below.
The market price of diesel fuel is unpredictable and can fluctuate significantly. Because of the volume of fuel we purchase each year, a significant increase in the price of fuel could adversely affect our business and reduce our operating margins.
Because of the volume of fuel 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, and we also enter into fixed price fuel purchase contracts.

Other WCN 10-K year-over-year comparisons