8-K - WCN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

Waste Connections, Inc.

(Exact name of registrant as specified in its charter)


Ontario, Canada		1-34370		98-1202763
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6220 Hwy 7 , Suite 600

Woodbridge

Ontario **** L4H 4G3

Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code: ( 905 ) 532-7510

Not Applicable

(Former name or address, if changed since last report.)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	WCN	New York Stock Exchange<br><br>NYSE Texas, Inc.<br>Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

See Item 7.01 below.

Item 7.01 Regulation FD Disclosure.

On July 23, 2025, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its second quarter 2025 results and updated outlook for 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in Items 2.02 and 7.01 is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Safe Harbor and Forward-Looking Information

This document contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this document are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this document include, but are not limited to, statements about expected 2025 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this document, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release, dated July 23, 2025, issued by Waste Connections, Inc.
104	The cover page of Waste Connections, Inc. on Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

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


	WASTE CONNECTIONS, INC.


Date: July 23, 2025	BY:	/s/ Mary Anne Whitney
		Mary Anne Whitney
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

WASTE CONNECTIONS REPORTS SECOND QUARTER 2025 RESULTS AND

UPDATES FULL YEAR OUTLOOK

-	Continued improvement in employee retention and record safety performance complement 6.6% solid waste core pricing to drive better than expected results
-	Revenue of $2.407 billion, above expectations and up 7.1%
---	---
-	Net income^(a)^ of $290.3 million, or $1.12 per share, adjusted net income attributable to Waste Connections^(b)^ of $333.1 million, or $1.29 per share
---	---
-	Adjusted EBITDA^(b)^ of $786.4 million, above expectations and up 7.5%
---	---
-	Adjusted EBITDA^(b)^ margin of 32.7% of revenue
---	---
-	Maintains full year 2025 outlook of $9.45 billion in revenue, $3.12 billion in adjusted EBITDA^(b)^ and $1.30 billion in adjusted free cash flow^(b)^
---	---

TORONTO, ONTARIO, July 23, 2025 - Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the second quarter of 2025 and updated its outlook for the full year.

“Continued improvement in employee retention and record low safety rates, along with solid waste core pricing growth of 6.6%, drove underlying solid waste margin expansion of approximately 70 basis points in the period,” said Ronald J. Mittelstaedt, President and Chief Executive Officer. “We delivered results above our outlook for the quarter in spite of headwinds from lower-than-expected contributions from higher margin, commodity-related activities and continued sluggishness in the economy, along with tariff-induced uncertainties.”

“As anticipated, we have already completed an outsized year of acquisition activity, at approximately $200 million in annualized revenue, with a robust pipeline and almost half of the year still ahead of us. The strength of our financial profile and free cash flow generation keeps us well-positioned for additional acquisitions, while maintaining the flexibility for increased return of capital to shareholders, including through opportunistic share repurchases already underway.”

Mr. Mittelstaedt added, “In spite of incremental and growing headwinds, our full year 2025 outlook remains within the ranges from February, providing for approximately 6% revenue growth and 50 basis points of adjusted EBITDA margin expansion to 33.0%. We remain well-positioned for upside from contributions from additional acquisitions, improvements in commodity-related activity and solid waste volumes.”

Q2 2025 Results

Revenue in the second quarter totaled $2.407 billion, up from $2.248 billion in the year ago period. Operating income was $459.5 million, which included $7.3 million primarily in impairments and other operating items and transaction-related expenses. This compares to operating income of $424.7 million in the second quarter of 2024, which included $15.7 million primarily in impairments and other operating items and transaction-related expenses. Net income in the second quarter was $290.3 million, or $1.12 per share on a diluted basis of 259.0 million shares. In the year ago period, the Company reported net income of $275.5 million, or $1.07 per share on a diluted basis of 258.6 million shares.

Adjusted net income^(b)^ in the second quarter was $333.1 million, or $1.29 per diluted share, versus $320.0 million, or $1.24 per diluted share, in the prior year period. Adjusted EBITDA^(b)^ in the second quarter was $786.4 million, as compared to $731.8 million in the prior year period. Adjusted net income, adjusted net income per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude impairments and acquisition-related items, as reflected in the detailed reconciliations in the attached tables.

Six Months Year to Date Results

For the six months ended June 30, 2025, revenue was $4.635 billion, up from $4.321 billion in the year ago period. Operating income, which included $27.5 million primarily attributable to transaction-related expenses and impairments and other operating items was $849.8 million, as compared to operating income of $791.5 million in the prior year period, which included $27.2 million primarily attributable to transaction-related expenses and impairments and other operating items.

Net income for the six months ended June 30, 2025 was $531.8 million, or $2.05 per share on a diluted basis of 258.9 million shares. In the year ago period, the Company reported net income of $505.5 million, or $1.96 per share on a diluted basis of 258.5 million shares.

Adjusted net income^(b)^ for the six months ended June 30, 2025 was $626.2 million, or $2.42 per diluted share, compared to $588.7 million, or $2.28 per diluted share, in the year ago period. Adjusted EBITDA^(b)^ for the six months ended June 30, 2025 was $1.499 billion, as compared to $1.382 billion in the prior year period.

Updated 2025 Outlook

Waste Connections also updated its outlook for 2025, which assumes no change in the current economic environment or underlying economic trends. The Company’s outlook excludes any impact from additional acquisitions that may close during the year, and expensing of transaction-related items. The outlook provided below is forward looking, and actual results may differ materially depending on risks and uncertainties detailed at the end of this release and in our periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Certain components of the outlook for 2025 are subject to quarterly fluctuations. See reconciliations in the attached tables.

-	Revenue is estimated to be approximately $9.450 billion;
-	Net income is estimated to be approximately $1.140 billion, and adjusted EBITDA^(b)^ is estimated to be approximately $3.120 billion, or about 33.0% of revenue;
---	---
-	Capital expenditures are estimated to be between $1.200 billion and $1.250 billion; and
---	---
-	Net cash provided by operating activities is estimated to be between $2.483 billion and $2.533 billion, and adjusted free cash flow^(b)^ is estimated to be approximately $1.300 billion.
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----------------------------------------------------------------------------------------------------------------------------------------------------

^^^(a)^ All references to "Net income" refer to the financial statement line item "Net income attributable to Waste Connections"

^^^(b)^A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule 2

Q2 2025 Earnings Conference Call

Waste Connections will be hosting a conference call related to second quarter earnings on July 24^th^ at 8:30 A.M. Eastern Time. A live audio webcast of the conference call can be accessed by visiting investors.wasteconnections.com and selecting “News & Events” from the website menu. Alternatively, conference call participants can preregister by clicking here. Registered participants will receive dial-in instructions and a personalized code for entry to the conference call. A replay of the conference call will be available until July 31, 2025, by calling 877-344-7529 (within North America) or 412-317-0088 (international) and entering Passcode #4455366.

About Waste Connections

Waste Connections (wasteconnections.com) is an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation. The Company serves approximately nine million residential, commercial and industrial customers in mostly exclusive and secondary markets across 46 states in the U.S. and six provinces in Canada. Waste Connections also provides non-hazardous oilfield waste treatment, recovery and disposal services in several basins across the U.S. and Canada, as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections views its Environmental, Social and Governance (“ESG”) efforts as integral to its business, with initiatives consistent with its objective of long-term value creation and focused on reducing emissions, increasing resource recovery of both recyclable commodities and clean energy fuels, reducing reliance on off-site disposal for landfill leachate, further improving safety and enhancing employee engagement. Visit wasteconnections.com/sustainability for more information and updates on our progress towards targeted achievement.

Safe Harbor and Forward-Looking Information

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this press release are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements about expected 2025 financial results, outlook and related assumptions, and potential acquisition activity. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

– financial tables attached –

CONTACT:

Mary Anne Whitney / (832) 442-2253 Joe Box / (832) 442-2153

maryannew@wasteconnections.com joe.box@wasteconnections.com

Waste Connections, Inc.

CONDENSED Consolidated Statements of NET INCOME

THRee AND SIX months ended JUNE 30, 2024 and 2025

(Unaudited)

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


	Three months ended<br>June 30,				Six months ended<br>June 30,
	2024		2025		2024		2025

Revenues	$	2,248,166	$	2,407,055	$	4,320,819	$	4,635,231
Operating expenses:
Cost of operations		1,301,070		1,392,857		2,522,853		2,684,299
Selling, general and administrative		228,848		242,966		449,583		493,100
Depreciation		241,229		257,421		463,920		499,728
Amortization of intangibles		44,124		50,236		84,414		97,878
Impairments and other operating items		8,190		4,030		8,544		10,471
Operating income		424,705		459,545		791,505		849,755

Interest expense		(82,377)		(82,751)		(160,864)		(163,626)
Interest income		4,009		2,314		6,060		4,084
Other income, net		9,647		10,050		7,823		11,922
Income before income tax provision		355,984		389,158		644,524		702,135

Income tax provision		(80,584)		(98,882)		(139,996)		(170,348)
Net income		275,400		290,276		504,528		531,787
Plus: Net loss attributable to noncontrolling interests		77		-		1,003		-
Net income attributable to Waste Connections	$	275,477	$	290,276	$	505,531	$	531,787

Earnings per common share attributable to Waste Connections’ common shareholders:
Basic	$	1.07	$	1.12	$	1.96	$	2.06

Diluted	$	1.07	$	1.12	$	1.96	$	2.05

Shares used in the per share calculations:
Basic		257,994,105		258,377,345		257,897,609		258,286,168
Diluted		258,565,246		258,982,647		258,523,996		258,944,234


Cash dividends per common share	$	0.285	$	0.315	$	0.570	$	0.630

Waste Connections, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

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


	****	December 31,<br>2024		June 30,<br>2025
ASSETS
Current assets:
Cash and equivalents		$	62,366	$	110,166
Accounts receivable, net of allowance for credit losses of $25,730 and $23,612 at December 31, 2024 and June 30, 2025, respectively			935,027		1,031,911
Prepaid expenses and other current assets			229,519		207,662
Total current assets			1,226,912<br><br>		1,349,739<br><br>

Restricted cash			135,807		157,305
Restricted investments			78,126		77,784
Property and equipment, net			8,035,929		8,380,628
Operating lease right-of-use assets			308,198		325,050
Goodwill			7,950,406		8,220,824
Intangible assets, net			1,991,619		2,062,045
Other assets, net			90,812		105,235
Total assets		$	19,817,809	$	20,678,610
<br><br>LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	637,371	$	729,886
Book overdraft			14,628		15,024
Deferred revenue			382,501		412,417
Accrued liabilities			736,824		705,551
Current portion of operating lease liabilities			40,490		41,762
Current portion of contingent consideration			59,169		87,800
Current portion of long-term debt and notes payable			7,851		8,759
Total current liabilities			1,878,834		2,001,199

Long-term portion of debt and notes payable			8,072,928		8,337,178
Long-term portion of operating lease liabilities			272,107		279,115
Long-term portion of contingent consideration			27,993		20,272
Deferred income taxes			958,340		1,035,413
Other long-term liabilities			747,253		651,776
Total liabilities			11,957,455		12,324,953
Commitments and contingencies
Equity:
Common shares: 258,067,487 shares issued and 258,019,389 shares outstanding at December 31, 2024; 258,393,105 shares issued and 258,346,757 shares outstanding at June 30, 2025			3,283,161		3,285,689
Additional paid-in capital			325,928		335,939
Accumulated other comprehensive loss			(205,740)		(93,812)
Treasury shares: 48,098 and 46,348 shares at December 31, 2024 and June 30, 2025, respectively			-		-
Retained earnings			4,457,005		4,825,841
Total Waste Connections’ equity			7,860,354		8,353,657
Noncontrolling interest in subsidiaries			-		-
Total equity			7,860,354		8,353,657
Total liabilities and equity		$	19,817,809	$	20,678,610

Waste Connections, Inc.

Condensed Consolidated Statements of Cash Flows

SIX months ended JUNE 30, 2024 and 2025

(Unaudited)

(in thousands of U.S. dollars)


		Six months ended June 30,
	****	2024		2025
Cash flows from operating activities:
Net income		$	504,528	$	531,787
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (gain) from disposal of assets, impairments and other			(1,603)		11,480
Depreciation			463,920		499,728
Amortization of intangibles			84,414		97,878
Deferred income taxes, net of acquisitions			47,592		58,292
Current period provision for expected credit losses			8,756		5,171
Amortization of debt issuance costs			5,960		4,101
Share-based compensation			40,813		41,956
Interest accretion			19,227		25,556
Payment of contingent consideration recorded in earnings			-		(400)
Adjustments to contingent consideration			(500)		30,584
Other			1,694		(2,661)
Net change in operating assets and liabilities, net of acquisitions			(73,114)		(123,731)
Net cash provided by operating activities			1,101,687		1,179,741

Cash flows from investing activities:
Payments for acquisitions, net of cash acquired			(1,435,704)		(510,738)
Capital expenditures for property and equipment			(387,170)		(497,765)
Proceeds from disposal of assets			2,997		5,417
Proceeds from sale of investment in noncontrolling interests			37,000		-
Other			(11,227)		(16,886)
Net cash used in investing activities			(1,794,104)		(1,019,972)

Cash flows from financing activities:
Proceeds from long-term debt			3,140,648		1,613,594
Principal payments on notes payable and long-term debt			(2,234,998)		(1,488,785)
Payment of contingent consideration recorded at acquisition date			(12,496)		(22,895)
Change in book overdraft			1,350		397
Payments for repurchase of common shares			-		(389)
Payments for cash dividends			(147,271)		(162,950)
Tax withholdings related to net share settlements of equity-based compensation			(31,264)		(30,934)
Debt issuance costs			(12,557)		(3,433)
Proceeds from issuance of shares under employee share purchase plan			2,183		2,593
Proceeds from sale of common shares held in trust			286		324
Other			(4,000)		-
Net cash provided by (used in) financing activities			701,881		(92,478)

Effect of exchange rate changes on cash, cash equivalents and restricted cash			(1,096)		2,007

Net increase in cash, cash equivalents and restricted cash			8,368		69,298
Cash, cash equivalents and restricted cash at beginning of period			184,038		198,173
Cash, cash equivalents and restricted cash at end of period		$	192,406	$	267,471

ADDITIONAL STATISTICS

(in thousands of U.S. dollars, except where noted)

**Solid Waste Internal Growth:**The following table reflects a breakdown of the components of our solid waste internal growth for the three and six month periods ended June 30, 2025:


	Three months ended<br><br>June 30, 2025		Six months ended<br><br>June 30, 2025
Core Price		6.6%		6.7%
Surcharges		(0.2%)		(0.2%)
Volume		(2.6%)		(2.7%)
Recycling		(0.3%)		(0.2%)
Foreign Exchange Impact		(0.2%)		(0.5%)
Closed Operation		(0.9%)		(0.9%)
Total		2.4%		2.2%

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended June 30, 2024 and 2025:


	Three months ended June 30, 2024
	Revenue		Inter-company<br>Elimination		Reported<br>Revenue		%
Solid Waste Collection	$	1,583,098	$	(4,599)	$	1,578,499	70.2	%
Solid Waste Disposal and Transfer		756,139		(314,104)		442,035	19.7	%
Solid Waste Recycling		63,298		(2,133)		61,165	2.7	%
E&P Waste Treatment, Recovery and Disposal		123,566		(5,779)		117,787	5.2	%
Intermodal and Other		49,096		(416)		48,680	2.2	%
Total	$	2,575,197	$	(327,031)	$	2,248,166	100.0	%


	Three months ended June 30, 2025
	Revenue		Inter-company<br>Elimination		Reported<br>Revenue		%
Solid Waste Collection	$	1,690,785	$	(5,331)	$	1,685,454	70.0	%
Solid Waste Disposal and Transfer		784,015		(342,396)		441,619	18.3	%
Solid Waste Recycling		69,163		(2,358)		66,805	2.8	%
E&P Waste Treatment, Recovery and Disposal		178,117		(8,282)		169,835	7.1	%
Intermodal and Other		43,934		(592)		43,342	1.8	%
Total	$	2,766,014	$	(358,959)	$	2,407,055	100.0	%

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three and six month periods ended June 30, 2024 and 2025:


	Three months ended<br>June 30,				Six months ended<br>June 30,
	2024		2025		2024		2025
Acquisitions, net	$	120,705	$	112,870	$	198,693	$	242,168

ADDITIONAL STATISTICS (continued)

(in thousands of U.S. dollars, except where noted)

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and six month periods ended June 30, 2024 and 2025:


	Three months ended<br>June 30,				Six months ended<br>June 30,
	2024		2025		2024		2025
Cash Interest Paid	$	71,642	$	71,092	$	138,026	$	155,246
Cash Taxes Paid		54,974		68,965		83,381		91,140

Debt to Book Capitalization as of June 30, 2025: 50%

Internalization for the three months ended June 30, 2025: 60%

Days Sales Outstanding for the three months ended June 30, 2025: 39 (23 net of deferred revenue)

Share Information for the three months ended June 30, 2025:

Basic shares outstanding		258,377,345
Dilutive effect of equity-based awards		605,302
Diluted shares outstanding		258,982,647

NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted EBITDA:

Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations. Waste Connections defines adjusted EBITDA as net income attributable to Waste Connections, plus or minus net income (loss) attributable to noncontrolling interests, plus income tax provision, plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income. Waste Connections further adjusts this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of its business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently.


	Three months ended<br>June 30,				Six months ended<br>June 30,
	2024		2025		2024		2025
Net income attributable to Waste Connections	$	275,477	$	290,276	$	505,531	$	531,787
Less: Net loss attributable to noncontrolling interests		(77)		-		(1,003)		-
Plus: Income tax provision		80,584		98,882		139,996		170,348
Plus: Interest expense		82,377		82,751		160,864		163,626
Less: Interest income		(4,009)		(2,314)		(6,060)		(4,084)
Plus: Depreciation and amortization		285,353		307,657		548,334		597,606
Plus: Closure and post-closure accretion		6,087		11,942		15,492		23,816
Plus: Impairments and other operating items		8,190		4,030		8,544		10,471
Less: Other income, net		(9,647)		(10,050)		(7,823)		(11,922)
Adjustments:
Plus: Transaction-related expenses^(a)^		7,256		3,973		17,103		15,943
Plus/(Less): Fair value changes to equity awards^(b)^		222		(734)		1,507		1,036
Adjusted EBITDA	$	731,813	$	786,413	$	1,382,485	$	1,498,627

As % of revenues		32.6%		32.7%		32.0%		32.3%

____________________________

(a)	Reflects the addback of acquisition-related transaction costs.
(b)	Reflects fair value accounting changes associated with certain equity awards.
---	---

NON-GAAP RECONCILIATION SCHEDULE (continued)

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted Free Cash Flow:

Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a liquidity measure in the solid waste industry. Waste Connections calculates adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment. Waste Connections further adjusts this calculation to exclude the effects of items management believes impact the ability to evaluate the liquidity of its business operations. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies may calculate adjusted free cash flow differently.


		Three months ended<br>June 30,				Six months ended<br>June 30,
	****	2024		2025		2024		2025
Net cash provided by operating activities		$	611,378	$	638,202	$	1,101,687	$	1,179,741
Plus: Change in book overdraft			1,621		507		1,350		397
Plus: Proceeds from disposal of assets			1,912		4,448		2,997		5,417
Less: Capital expenditures for property and equipment			(217,219)		(285,310)		(387,170)		(497,765)
Adjustments:
Transaction-related expenses^(a)^			3,704		8,769		8,680		11,161
Executive separation costs^(b)^			1,670		1,670		1,670		2,119
Payment of contingent consideration recorded in earnings^(c)^			-		400		-		400
Pre-existing Progressive Waste share-based grants^(d)^			1,117		-		1,131		16
Tax effect^(e)^			(1,544)		(1,673)		(2,913)		(2,398)
Adjusted free cash flow		$	402,639	$	367,013	$	727,432	$	699,088

As % of revenues			17.9%		15.2%		16.8%		15.1%

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(a)	Reflects the addback of acquisition-related transaction costs.
(b)	Reflects the cash component of severance expense associated with an executive departure from 2023.
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(c)	Reflects the addback of acquisition-related payments for contingent consideration that were recorded as expenses in earnings and as a component of cash flows from operating activities as the amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition date.
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(d)	Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
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(e)	The aggregate tax effect of footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.
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NON-GAAP RECONCILIATION SCHEDULE (continued)

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

Reconciliation of Adjusted Net Income attributable to Waste Connections and Adjusted Net Income per Diluted Share attributable to Waste Connections:

Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, both non-GAAP financial measures, are provided supplementally because they are widely used by investors as valuation measures in the solid waste industry. Management uses adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations. Waste Connections provides adjusted net income attributable to Waste Connections to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income attributable to Waste Connections has limitations due to the fact that it excludes items that have an impact on the Company’s financial condition and results of operations. Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate these non-GAAP financial measures differently.


	Three months ended<br>June 30,				Six months ended<br>June 30,
	2024		2025		2024		2025
Reported net income attributable to Waste Connections	$	275,477	$	290,276	$	505,531	$	531,787
Adjustments:
Amortization of intangibles^(a)^		44,124		50,236		84,414		97,878
Impairments and other operating items^(b)^		8,190		4,030		8,544		10,471
Transaction-related expenses^(c)^		7,256		3,973		17,103		15,943
Fair value changes to equity awards^(d)^		222		(734)		1,507		1,036
Tax effect^(e)^		(15,222)		(14,687)		(28,385)		(30,898)
Adjusted net income attributable to Waste Connections	$	320,047	$	333,094	$	588,714	$	626,217
Diluted earnings per common share attributable to Waste Connections’ common shareholders:
Reported net income	$	1.07	$	1.12	$	1.96	$	2.05
Adjusted net income	$	1.24	$	1.29	$	2.28	$	2.42

_________________________

(a)	Reflects the elimination of the non-cash amortization of acquisition-related intangible assets.
(b)	Reflects the addback of impairments and other operating items.
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(c)	Reflects the addback of acquisition-related transaction costs.
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(d)	Reflects fair value accounting changes associated with certain equity awards.
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(e)	The aggregate tax effect of the adjustments in footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.
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UPDATED 2025 OUTLOOK

NON-GAAP RECONCILIATION SCHEDULE

(in thousands of U.S. dollars, except where noted)

Reconciliation of Adjusted EBITDA:


		Updated 2025 Outlook
		Estimates	Observation
Net income attributable to Waste Connections	$	1,140,000
Plus: Income tax provision (a)		367,472	Approximate 24.4% effective rate
Plus: Interest expense, net		322,000
Plus: Depreciation and Depletion		1,031,000	Approximately 10.9% of revenue
Plus: Amortization		196,000
Plus: Closure and post-closure accretion		48,000
Plus: Impairments and other operating items (b)		10,471
Less: Other income, net (b)		(11,922)
Adjustments: (b)
Plus: Transaction-related expenses		15,943
Plus: Fair value changes to equity awards		1,036
Adjusted EBITDA	$	3,120,000	Approximately 33.0% of revenue

____________________________

(a)	Approximately 24.4% full year effective tax rate, including amounts reported for the six month period ended June 30, 2025.
(b)	Reflects amounts reported for the six month period ended June 30, 2025, as shown on page 9.
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Reconciliation of Adjusted Free Cash Flow:


	Updated 2025 Outlook
		Low Estimate		High Estimate
Net cash provided by operating activities	$	2,482,888	$	2,532,888
Plus: Change in book overdraft (a)		397		397
Plus: Proceeds from disposal of assets (a)		5,417		5,417
Less: Capital expenditures for property and equipment		(1,200,000)		(1,250,000)
Adjustments: (a)
Transaction-related expenses		11,161		11,161
Executive separation costs		2,119		2,119
Payment of contingent consideration recorded in earnings		400		400
Pre-existing Progressive Waste share-based grants		16		16
Tax effect		(2,398)		(2,398)
Adjusted Free Cash Flow	$	1,300,000	$	1,300,000

____________________________

Reflects amounts reported for the six month period ended June 30, 2025, as shown on page 10. 12