← Back to WCN filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Waste Connections, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
FORWARD-LOOKING STATEMENTS
The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We make statements in this Quarterly Report on Form 10-Q that are forward-looking in nature. 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 Elevated Temperature Landfill, or 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.
These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “might,” “will,” “could,” “should” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of strategy.
Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, risk factors detailed from time to time in our filings with the Securities and Exchange Commission, or SEC, and the securities commissions or similar regulatory authorities in Canada.
There may be additional risks of which we are not presently aware or that we currently believe are immaterial that could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements to reflect events or circumstances that may change, unless required under applicable securities laws.
OVERVIEW OF OUR BUSINESS
We are an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation, in mostly exclusive and secondary markets across 46 states in the U.S. and six provinces in Canada. We also provide non-hazardous oil and natural gas exploration and production (“E&P”) waste treatment, recovery and disposal services in
36
Table of Contents
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.
Environmental, organizational and financial sustainability initiatives have been key components of our success since we were founded in 1997. We continuously monitor and evaluate new technologies and investments that can enhance our commitment to the environment, to our employees and to the communities we serve. We have committed $500 million to the advancement of long-term, aspirational sustainability targets, which we evaluate continuously and have expanded as we make progress towards their achievement. Our targets align with our focus on value creation for our stakeholders, and we have incorporated progress towards their achievement into compensation metrics. Our sustainability targets include reduced absolute Scope 1 and 2 emissions and emissions intensity, expanded resource recovery processing, increased landfill gas recovery and beneficial reuse, increased on-site leachate treatment at our landfills, and improved metrics for safety and employee engagement.
We generally target markets where we can operate efficiently, including secondary and rural markets, which often allows us to establish a substantial presence and operate profitably through exclusive contracts, vertical integration or asset positioning. In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally owned or funded or available at multiple municipal sources, we seek to achieve efficiencies through our collection services that aid our growth and profitability. We also target niche markets, like non-hazardous E&P waste treatment, recovery and disposal services.
The solid waste industry is local and highly competitive in nature, requiring substantial labor and capital resources. We compete for collection accounts primarily on the basis of price and, to a lesser extent, the quality of service, and compete for landfill business on the basis of tipping fees, geographic location and quality of operations. The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing costs and complexity associated with waste management operations and regulatory compliance. 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. 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. A vertically integrated operator will benefit from: (1) the internalization of waste, which is bringing waste to a company-owned landfill; (2) the ability to charge third-party haulers tipping fees either at landfills or at transfer stations; and (3) the efficiencies gained by being able to aggregate and process waste at a transfer station prior to landfilling.
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.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements. As described by the SEC, critical accounting estimates and assumptions are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on the financial condition or operating performance of a company. Such critical accounting estimates and assumptions are applicable to our reportable segments. Refer to our most recent Annual Report on Form 10-K for a complete description of our critical accounting estimates and assumptions.
NEW ACCOUNTING PRONOUNCEMENTS
For a description of the new accounting standards that affect us, see Note 3 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
37
Table of Contents
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
The following table sets forth items in our Condensed Consolidated Statements of Net Income in thousands of U.S. dollars and as a percentage of revenues for the periods indicated.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues $ 2,561,607 100.0 % $ 2,407,055 100.0 % $ 4,932,239 100.0 % $ 4,635,231 100.0 %
Cost of operations 1,479,217 57.7 1,392,857 57.9 2,840,317 57.6 2,684,299 57.9
Selling, general and administrative 260,493 10.2 242,966 10.1 511,612 10.4 493,100 10.7
Depreciation 278,277 10.8 257,421 10.7 545,762 11.0 499,728 10.8
Amortization of intangibles 47,600 1.9 50,236 2.1 94,864 1.9 97,878 2.1
Impairments and other operating items 58,466 2.3 4,030 0.1 138,050 2.8 10,471 0.2
Operating income 437,554 17.1 459,545 19.1 801,634 16.3 849,755 18.3
Interest expense (91,203) (3.6) (82,751) (3.4) (178,922) (3.6) (163,626) (3.5)
Interest income 4,126 0.2 2,314 0.1 7,239 0.1 4,084 0.1
Other income, net 33,253 1.3 10,050 0.4 37,337 0.7 11,922 0.3
Income tax provision (87,331) (3.4) (98,882) (4.1) (151,546) (3.0) (170,348) (3.7)
Net income $ 296,399 11.6 % $ 290,276 12.1 % $ 515,742 10.5 % $ 531,787 11.5 %
Revenues. Total revenues increased $154.6 million, or 6.4%, to $2.562 billion for the three months ended June 30, 2026, from $2.407 billion for the three months ended June 30, 2025. Total revenues increased $297.0 million, or 6.4%, to $4.932 billion for the six months ended June 30, 2026, from $4.635 billion for the six months ended June 30, 2025.
Acquisitions closed during, or subsequent to, the three and six months ended June 30, 2025, increased revenues by $47.1 million and $104.5 million, respectively, for the three and six months ended June 30, 2026.
Operations that were divested during, or subsequent to, the three and six months ended June 30, 2025, decreased revenues by $1.3 million and $3.5 million, respectively, for the three and six months ended June 30, 2026.
During the three months ended June 30, 2026, the net increase in prices charged to our customers at our existing operations was $146.3 million, consisting of $121.8 million of core price increases and surcharges of $24.5 million. During the six months ended June 30, 2026, the net increase in prices charged to our customers at our existing operations was $266.4 million, consisting of $243.1 million of core price increases and surcharges of $23.3 million.
During the three and six months ended June 30, 2026, we recognized volume losses totaling $64.1 million and $122.1 million, respectively, resulting from a decrease in roll off and commercial collection volumes in our Eastern, Southern and Canada segments, partially offset by an increase in landfill volumes in our Central and Western segments.
E&P waste revenues at facilities owned during the three and six months ended June 30, 2026 increased $23.4 million and $42.2 million, respectively, due to increased disposal capacity from ongoing development, resumed operations at a facility that was suspended, increased production in our Canada and Southern segments and higher crude oil and natural gas prices.
Revenues from sales of recyclable commodities at facilities owned during the three and six months ended June 30, 2026 decreased $4.8 million and $14.0 million, respectively. The decreases were primarily attributable to lower prices for old corrugated cardboard and plastics.
An increase in the average Canadian dollar to U.S. dollar currency exchange rate resulted in an increase in revenues of $0.1 million and $14.1 million for the three and six months ended June 30, 2026, respectively. The average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were 0.7229 and 0.7228 for the three months ended June
38
Table of Contents
30, 2026 and 2025, respectively. The average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were 0.7258 and 0.7104 for the six months ended June 30, 2026 and 2025, respectively.
Other revenues increased $7.9 million during the three months ended June 30, 2026, due primarily to an $8.4 million increase in landfill gas revenues on higher values of renewable energy credits and increased gas generation and a $0.5 million increase in other non-core revenue sources, partially offset by a $1.0 million decrease in intermodal revenues. Other revenues increased $9.4 million during the six months ended June 30, 2026, due primarily to an $11.9 million increase in landfill gas revenues on higher values of renewable energy credits and increased gas generation and a $0.4 million increase in other non-core revenue sources, partially offset by a $2.9 million decrease in intermodal revenues.
Cost of Operations. Total cost of operations increased $86.4 million, or 6.2%, to $1.479 billion for the three months ended June 30, 2026, from $1.393 billion for the three months ended June 30, 2025. The increase was primarily the result of an increase in operating costs at our existing operations of $63.2 million, assuming foreign currency parity, additional operating costs of $23.2 million attributable to acquisitions closed during, or subsequent to, the three months ended June 30, 2025, and an increase in operating costs of $0.1 million resulting from a higher average foreign currency exchange rate in effect during the current period, partially offset by a decrease of $0.1 million from operations divested during, or subsequent to, the three months ended June 30, 2025.
The increase in operating costs at our existing operations for the three months ended June 30, 2026, assuming foreign currency parity, consisted of $20.0 million related to an increase in taxes on revenues, higher operating costs associated with new operating facilities at our existing operations and additional capacity developed to accommodate increased E&P disposal volumes, an increase in fuel expense of $19.3 million due to higher diesel prices, an increase in trucking costs of $12.3 million, an increase in labor and recurring incentive compensation expenses of $10.6 million, an increase in truck, container, equipment and facility maintenance and repair expenses of $4.4 million, higher costs for purchasing and processing recyclable commodities of $2.7 million and an increase in other landfill operating costs of $1.9 million, partially offset by a decrease in risk management expenses of $7.3 million and a net decrease of other expenses of $0.7 million.
Total cost of operations increased $156.0 million, or 5.8%, to $2.840 billion for the six months ended June 30, 2026, from $2.684 billion for the six months ended June 30, 2025. The increase was primarily the result of an increase in operating costs at our existing operations of $105.3 million, assuming foreign currency parity, additional operating costs of $47.0 million attributable to acquisitions closed during, or subsequent to, the six months ended June 30, 2025, and an increase in operating costs of $6.4 million resulting from a higher average foreign currency exchange rate in effect during the current period, partially offset by a decrease of $2.7 million from operations divested during, or subsequent to, the six months ended June 30, 2025.
The increase in operating costs at our existing operations for the six months ended June 30, 2026, assuming foreign currency parity, consisted of $42.8 million related to an increase in taxes on revenues, higher operating costs associated with new operating facilities at our existing operations and additional capacity developed to accommodate increased E&P disposal volumes, an increase in labor and recurring incentive compensation expenses of $22.0 million, an increase in fuel expense of $20.7 million due to higher diesel prices, an increase in trucking costs of $19.7 million, an increase in truck, container, equipment and facility maintenance and repair expenses of $6.4 million, an increase in costs for purchasing and processing recyclable commodities of $4.0 million and a net increase of other expenses of $0.8 million, partially offset by a decrease in risk management expenses of $11.1 million.
Cost of operations as a percentage of revenues decreased 0.2 percentage points to 57.7% for the three months ended June 30, 2026, from 57.9% for the three months ended June 30, 2025. The decrease as a percentage of revenues was primarily driven by the impact of price-led revenue growth, a 0.5 percentage point decrease in labor and benefits costs, a 0.4 percentage point decrease due to lower risk management expenses and a 0.1 percentage point decrease from all other net changes, partially offset by a 0.6 percentage point increase from higher fuel expense and a 0.2 percentage point increase in operating costs associated with a new facility and higher taxes on revenue.
Cost of operations as a percentage of revenues decreased 0.3 percentage points to 57.6% for the six months ended June 30, 2026, from 57.9% for the six months ended June 30, 2025. 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 labor and benefits costs, a 0.3
39
Table of Contents
percentage point decrease due to a decrease in risk management expenses and a 0.1 percentage point decrease from all other net changes, partially offset by a 0.3 percentage point increase from higher fuel expense and a 0.2 percentage point increase in operating costs associated with a new facility and higher taxes on revenue.
SG&A. SG&A expenses increased $17.5 million, or 7.2%, to $260.5 million for the three months ended June 30, 2026, from $243.0 million for the three months ended June 30, 2025. The increase was comprised of $15.2 million, assuming foreign currency parity, at our existing operations and $2.3 million from acquisitions closed during, or subsequent to, the three months ended June 30, 2025.
The increase in SG&A expenses at our existing operations for the three months ended June 30, 2026, assuming foreign currency parity, was comprised of an increase of $5.7 million in administrative payroll and incentive compensation expenses, an increase in direct acquisition expenses of $3.6 million, an increase in deferred compensation costs of $3.4 million due to an increase in the market value of investments held to fund our deferred compensation liability, an increase in software license fees of $2.0 million and $0.5 million of other net expense increases.
SG&A expenses increased $18.5 million, or 3.8%, to $511.6 million for the six months ended June 30, 2026, from $493.1 million for the six months ended June 30, 2025. The increase was comprised of $9.3 million from acquisitions closed during, or subsequent to, the six months ended June 30, 2025, $7.8 million, assuming foreign currency parity, at our existing operations and $1.4 million from a higher average foreign currency exchange rate in effect during the current period.
The increase in SG&A expenses at our existing operations for the six months ended June 30, 2026, assuming foreign currency parity, was comprised of an increase in expenses for uncollectible accounts receivable of $5.8 million, an increase in software license fees of $3.4 million, an increase in deferred compensation costs of $3.1 million due to an increase in the market value of investments held to fund our deferred compensation liability, an increase in administrative payroll and incentive compensation expense of $2.3 million, an increase in travel, meetings and training expenses of $2.1 million and other net expense increases of $0.9 million, partially offset by a decrease in direct acquisition expenses of $6.0 million and a decrease in professional fees of $3.8 million.
SG&A expenses as a percentage of revenues increased 0.1 percentage point to 10.2% for the three months ended June 30, 2026, from 10.1% for the three months ended June 30, 2025. The increase as a percentage of revenues was primarily driven by a 0.1 percentage point increase in direct acquisition expenses.
SG&A expenses as a percentage of revenues decreased 0.3 percentage points to 10.4% for the six months ended June 30, 2026, from 10.7% for the six months ended June 30, 2025. The decrease as a percentage of revenues was primarily driven by a 0.2 percentage point decrease in administrative payroll and incentive compensation expenses and a 0.1 percentage point decrease in direct acquisition expenses.
Depreciation. Depreciation expense increased $20.9 million, or 8.1%, to $278.3 million for the three months ended June 30, 2026, from $257.4 million for the three months ended June 30, 2025. The increase was comprised of an increase in depreciation expense of $10.8 million from the impact of additions to our fleet and equipment purchased to support our existing operations, an increase in depreciation and depletion expense of $4.6 million from acquisitions closed during, or subsequent to, the three months ended June 30, 2025 and an increase of $5.5 million in depletion expense at our existing operations.
Depreciation expense increased $46.1 million, or 9.2%, to $545.8 million for the six months ended June 30, 2026, from $499.7 million for the six months ended June 30, 2025. The increase was comprised of an increase in depreciation expense of $20.5 million from the impact of additions to our fleet and equipment purchased to support our existing operations, an increase in depreciation and depletion expense of $12.5 million from acquisitions closed during, or subsequent to, the six months ended June 30, 2025, an increase of $11.5 million in depletion expense at our existing operations and an increase of $1.7 million resulting from a higher average foreign currency exchange rate in effect during the current period, partially offset by a decrease of $0.1 million from operations divested during, or subsequent to, the six months ended June 30, 2025.
40
Table of Contents
Depreciation expense as a percentage of revenues increased 0.1 percentage point to 10.8% for the three months ended June 30, 2026, from 10.7% for the three months ended June 30, 2025. Depreciation expense as a percentage of revenues increased 0.2 percentage points to 11.0% for the six months ended June 30, 2026, from 10.8% for the six months ended June 30, 2025. For both comparable periods, the increase as a percentage of revenues was primarily driven by capital expenditures to support our existing operations and acquisitions closed during, or subsequent to, the three and six months ended June 30, 2025 having higher depreciation expense as a percentage of revenue than our company average.
Amortization of Intangibles. Amortization of intangibles expense decreased $2.6 million, or 5.2%, to $47.6 million for the three months ended June 30, 2026, from $50.2 million for the three months ended June 30, 2025. The decrease was comprised of a decrease of $6.1 million from certain intangible assets becoming fully amortized subsequent to June 30, 2025, partially offset by an increase of $3.5 million from intangible assets acquired in acquisitions closed during, or subsequent to, the three months ended June 30, 2025.
Amortization of intangibles expense decreased $3.0 million, or 3.1%, to $94.9 million for the six months ended June 30, 2026, from $97.9 million for the six months ended June 30, 2025. The decrease was comprised of a decrease of $11.6 million from certain intangible assets becoming fully amortized subsequent to June 30, 2025, partially offset by an increase of $8.1 million from intangible assets acquired in acquisitions closed during, or subsequent to, the six months ended June 30, 2025 and an increase of $0.5 million due to a higher average foreign currency exchange rate in effect during the current period.
Amortization of intangibles expense as a percentage of revenues decreased 0.2 percentage points to 1.9% for the three and six months ended June 30, 2026, from 2.1% for the three and six months ended June 30, 2025. The decrease as a percentage of revenues was primarily driven by a 0.3 percentage point decrease from lower amortization on existing intangibles, partially offset by a 0.1 percentage point increase related to acquisitions closed during, or subsequent to, the three and six months ended June 30, 2025 having higher amortization expense as a percentage of revenue than our company average.
Impairments and Other Operating Items. Impairments and other operating items increased $54.5 million, to net losses totaling $58.5 million for the three months ended June 30, 2026, from net losses totaling $4.0 million for the three months ended June 30, 2025.
The net losses of $58.5 million recorded during the three months ended June 30, 2026 consisted of net losses of $55.8 million to adjust the carrying value of closure and post-closure liabilities and net losses of $3.6 million on the disposal of property and equipment, partially offset by other net gains of $0.9 million.
The net losses of $4.0 million recorded during the three months ended June 30, 2025 consisted of net losses of $1.7 million on the disposal of property and equipment, $1.0 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, net losses of $1.0 million from damages to an operating facility and other net losses of $0.3 million.
Impairments and other operating items increased $127.5 million, to net losses totaling $138.0 million for the six months ended June 30, 2026, from net losses totaling $10.5 million for the six months ended June 30, 2025.
The net losses of $138.0 million recorded during the six months ended June 30, 2026 consisted of net losses of $132.0 million to adjust the carrying value of closure and post-closure liabilities, net losses of $4.0 million on the disposal of property and equipment and net losses of $2.0 million to adjust an environmental liability at an operating facility.
The net losses of $10.5 million recorded during the six months ended June 30, 2025 consisted of $4.5 million of net losses from operations divested during the current period, net losses of $2.5 million on the disposal of property and equipment, $1.7 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, losses of $1.3 million on the disposal of an investment and other net losses of $0.5 million.
Operating Income. Operating income decreased $21.9 million, or 4.8%, to $437.6 million for the three months ended June 30, 2026, from $459.5 million for the three months ended June 30, 2025. Operating income decreased $48.2 million,
41
Table of Contents
or 5.7%, to $801.6 million for the six months ended June 30, 2026, from $849.8 million for the six months ended June 30, 2025.
The decreases in our operating income for both the three and six months ended June 30, 2026 were due primarily to increased impairments and other operating items, increases in operating expenses from acquisitions closed during, or subsequent to, the three and six months ended June 30, 2025, increased taxes on revenue, higher depreciation, increased labor and recurring incentive compensation expenses and higher trucking costs, partially offset by price increases for our solid waste services, operating income generated from acquisitions closed during, or subsequent to, the three and six months ended June 30, 2025, and a decrease in direct acquisition expenses.
Operating income as a percentage of revenues decreased 2.0 percentage points to 17.1% for the three months ended June 30, 2026, from 19.1% for the three months ended June 30, 2025. The decrease as a percentage of revenues was comprised of a 2.2 percentage point increase in impairments and other operating items, a 0.1 percentage point increase in depreciation and a 0.1 percentage point increase in selling, general and administrative expenses, partially offset by a 0.2 percentage point decrease in amortization and a 0.2 percentage point decrease in cost of operations.
Operating income as a percentage of revenues decreased 2.0 percentage points to 16.3% for the six months ended June 30, 2026, from 18.3% for the six months ended June 30, 2025. The decrease as a percentage of revenues was comprised of a 2.6 percentage point increase in impairments and other operating items and a 0.2 percentage point increase in depreciation, partially offset by a 0.3 percentage point decrease in cost of operations, a 0.3 percentage point decrease in selling, general and administrative expenses and a 0.2 percentage point decrease in amortization.
Interest Expense. Interest expense increased $8.4 million, or 10.2%, to $91.2 million for the three months ended June 30, 2026, from $82.8 million for the three months ended June 30, 2025. The increase was primarily attributable to an increase of $7.2 million from the issuance of $600.0 million of senior unsecured notes in March 2026 and an increase of $4.6 million from the issuance of $500.0 million of senior unsecured notes in June 2025, partially offset by a decrease of $3.3 million due to a decrease in the average borrowings outstanding under our credit facilities during the three months ended June 30, 2026 and $0.1 million of other net expense decreases.
Interest expense increased $15.3 million, or 9.3%, to $178.9 million for the six months ended June 30, 2026, from $163.6 million for the six months ended June 30, 2025. The increase was primarily attributable to an increase of $11.2 million from the issuance of $500.0 million of senior unsecured notes in June 2025, an increase of $8.4 million from the issuance of $600.0 million of senior unsecured notes in March 2026 and $0.4 million of other net expense increases, partially offset by a decrease of $2.6 million from lower interest rates on borrowings outstanding during the comparable periods and a decrease of $2.1 million due to a decrease in the average borrowings outstanding under our credit facilities during the six months ended June 30, 2026.
Interest Income. Interest income increased $1.8 million, or 78.3%, to $4.1 million for the three months ended June 30, 2026, from $2.3 million for the three months ended June 30, 2025. Interest income increased $3.1 million, or 77.3%, to $7.2 million for the six months ended June 30, 2026, from $4.1 million for the six months ended June 30, 2025. The increases were primarily attributable to higher average cash balances in the current period, partially offset by lower average investment rates.
Other Income, Net. Other income, net increased $23.2 million to an income total of $33.3 million for the three months ended June 30, 2026, from an income total of $10.1 million for the three months ended June 30, 2025.
Other income of $33.3 million recorded during the three months ended June 30, 2026 consisted of $22.6 million from a refund on fees paid in prior periods, $6.3 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations, $3.2 million from a vendor rebate and the reimbursement of expenditures and $1.2 million of income from other sources.
Other income of $10.1 million recorded during the three months ended June 30, 2025 consisted of $3.7 million from a vendor rebate and the reimbursement of expenditures, $2.9 million from an increase in the value of investments purchased
42
Table of Contents
to fund our employee deferred compensation obligations, $2.1 million from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period and $1.4 million of income from other sources.
Other income, net increased $25.4 million to an income total of $37.3 million for the six months ended June 30, 2026, from an income total of $11.9 million for the six months ended June 30, 2025.
Other income of $37.3 million recorded during the six months ended June 30, 2026 consisted of $22.6 million from a refund on fees paid in prior periods, $5.7 million from the write-off of a liability associated with a closed facility for which no future obligation exists, $5.5 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations, $3.2 million from a vendor rebate and the reimbursement of expenditures and $0.3 million of income from other sources.
Other income of $11.9 million recorded during the six months ended June 30, 2025 consisted of $3.9 million of gains from a decrease in the average foreign currency exchange rate in effect during the comparable reporting period, $3.7 million from a vendor rebate and the reimbursement of expenditures, $2.5 million from proceeds on insurance claims, $1.4 million from an increase in the value of investments purchased to fund our employee deferred compensation obligations and $0.4 million of income from other sources.
Income Tax Provision. Income taxes decreased $11.6 million, to $87.3 million for the three months ended June 30, 2026, from $98.9 million for the three months ended June 30, 2025. Our effective tax rate for the three months ended June 30, 2026 was 22.8%. Our effective tax rate for the three months ended June 30, 2025 was 25.4%. Income taxes decreased $18.8 million, to $151.5 million for the six months ended June 30, 2026, from $170.3 million for the six months ended June 30, 2025. Our effective tax rate for the six months ended June 30, 2026 was 22.7%. Our effective tax rate for the six months ended June 30, 2025 was 24.3%.
The income tax provision for the three and six months ended June 30, 2026 included a benefit of $0.1 million and $0.3 million, respectively, 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 three and six months ended June 30, 2025 included a benefit of $0.2 million and $4.8 million, respectively, 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.
SEGMENT RESULTS
General
No single contract or customer accounted for more than 10% of our total revenues at the consolidated or reportable segment level during the periods presented. For details on revenue by service line, see Note 4 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
For the six months ended June 30, 2026, we managed 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. Certain corporate or regional overhead expense allocations may affect comparability of the segment information presented herein on a period-over-period basis.
Our Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is segment EBITDA. We define segment EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and other operating items and other income (expense). Segment EBITDA is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. Our management uses segment EBITDA
43
Table of Contents
in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.
Summarized financial information for our reportable segments are shown in the following tables in thousands of U.S. dollars and as a percentage of total segment revenue for the periods indicated.
Three Months Ended Segment EBITDA
June 30, 2026 Revenue Expenses EBITDA (b) Margin
Southern $ 518,650 $ 347,806 $ 170,844 32.9 %
Western 492,725 358,989 133,736 27.1 %
Eastern 443,954 322,310 121,644 27.4 %
Central 423,761 268,834 154,927 36.6 %
Canada 385,767 217,855 167,912 43.5 %
MidSouth 296,750 216,061 80,689 27.2 %
Corporate(a) — 7,855 (7,855) —
$ 2,561,607 $ 1,739,710 $ 821,897 32.1 %
Three Months Ended Segment EBITDA
June 30, 2025 Revenue Expenses EBITDA (b) Margin
Southern $ 476,945 $ 322,638 $ 154,307 32.4 %
Western 461,665 333,696 127,969 27.7 %
Eastern 442,213 327,873 114,340 25.9 %
Central 402,087 258,667 143,420 35.7 %
Canada 343,416 187,477 155,939 45.4 %
MidSouth 280,729 202,239 78,490 28.0 %
Corporate(a) — 3,233 (3,233) —
$ 2,407,055 $ 1,635,823 $ 771,232 32.0 %
Six Months Ended Segment EBITDA
June 30, 2026 Revenue Expenses EBITDA Margin
Southern $ 1,011,689 $ 680,336 $ 331,353 32.8 %
Western 955,173 698,051 257,122 26.9 %
Eastern 849,676 620,024 229,652 27.0 %
Central 820,524 520,519 300,005 36.6 %
Canada 730,595 413,736 316,859 43.4 %
MidSouth 564,582 410,584 153,998 27.3 %
Corporate(a) — 8,679 (8,679) —
$ 4,932,239 $ 3,351,929 $ 1,580,310 32.0 %
Six Months Ended Segment EBITDA
June 30, 2025 Revenue Expenses EBITDA Margin
Southern $ 930,347 $ 627,340 $ 303,007 32.6 %
Western 900,067 659,752 240,315 26.7 %
Eastern 845,483 628,048 217,435 25.7 %
Central 775,470 500,341 275,129 35.5 %
Canada 646,147 354,637 291,510 45.1 %
MidSouth 537,717 390,308 147,409 27.4 %
Corporate(a) — 16,973 (16,973) —
$ 4,635,231 $ 3,177,399 $ 1,457,832 31.5 %
(a) The majority of Corporate expenses are allocated to the six operating segments. Direct acquisition expenses, expenses associated with common shares held in the deferred compensation plan exchanged for other investment options and share-based compensation expenses associated with Progressive Waste share-based grants outstanding at June 1, 2016 that were continued by the Company are not allocated to the six operating segments and comprise the net EBITDA for our Corporate segment for the periods presented.
44
Table of Contents
(b) For those items included in the determination of segment EBITDA, the accounting policies of the segments are the same as those described in our most recent Annual Report on Form 10-K.
A reconciliation of segment EBITDA to Income before income tax provision is included in Note 10 to our Condensed Consolidated Financial Statements included in Part 1, Item 1 of this report.
Significant changes in revenue, segment expenses and EBITDA for our reportable segments for the three and six month periods ended June 30, 2026, compared to the three and six month periods ended June 30, 2025, are discussed below.
Southern
Revenue increased $41.7 million to $518.6 million for the three months ended June 30, 2026, from $476.9 million for the three months ended June 30, 2025. Revenue increased $81.3 million to $1.012 billion for the six months ended June 30, 2026, from $930.3 million for the six months ended June 30, 2025. The increases for the three and six months ended June 30, 2026 were due to price increases, contributions from acquisitions and higher E&P waste revenues attributable to increases in drilling and production activity, partially offset by lower commercial collection volumes, a decrease in post-collection volumes, lower recyclable commodity revenues and a decrease from operations divested during the comparable periods.
Segment expenses increased $25.2 million to $347.8 million for the three months ended June 30, 2026, from $322.6 million for the three months ended June 30, 2025. Segment expenses increased $53.0 million to $680.3 million for the six months ended June 30, 2026, from $627.3 million for the six months ended June 30, 2025. The increases to segment expenses for the three and six months ended June 30, 2026 were due to an increase in expenses from acquisitions closed during the comparable periods, higher fuel costs due to diesel prices, an increase in third-party brokerage, higher labor costs and an increase in truck, container, equipment and facility maintenance and repair expenses, partially offset by lower risk management costs and a decrease from operations divested during the comparable periods.
EBITDA increased $16.5 million to $170.8 million, or a 32.9% EBITDA margin for the three months ended June 30, 2026, from $154.3 million, or a 32.4% EBITDA margin for the three months ended June 30, 2025. EBITDA increased $28.4 million to $331.4 million, or a 32.8% EBITDA margin for the six months ended June 30, 2026, from $303.0 million, or a 32.6% EBITDA margin for the six months ended June 30, 2025. The increases in our EBITDA margin for the three and six months ended June 30, 2026 were due to lower risk management costs, a decrease in landfill monitoring and maintenance costs, lower labor costs as a percentage of revenue and a decrease in uncollectible accounts receivable, partially offset by higher fuel costs due to diesel prices and the impact of acquisitions having lower EBITDA margins than our segment average.
Western
Revenue increased $31.0 million to $492.7 million for the three months ended June 30, 2026, from $461.7 million for the three months ended June 30, 2025. Revenue increased $55.1 million to $955.2 million for the six months ended June 30, 2026, from $900.1 million for the six months ended June 30, 2025. The increases for the three and six months ended June 30, 2026 were due to price increases, contributions from acquisitions, an increase in residential and commercial collection volumes, higher recyclable commodity revenues and an increase in post-collection volumes, partially offset by a decrease in intermodal activity and lower E&P waste revenues.
Segment expenses increased $25.3 million to $359.0 million for the three months ended June 30, 2026, from $333.7 million for the three months ended June 30, 2025. Segment expenses increased $38.3 million to $698.1 million for the six months ended June 30, 2026, from $659.8 million for the six months ended June 30, 2025. The increases to segment expenses for the three and six months ended June 30, 2026 were due to higher labor and benefits costs, an increase in expenses from acquisitions closed during the comparable periods, higher operating costs associated with higher collection volumes, an increase in fuel costs due to diesel prices and higher truck, container, equipment and facility maintenance and repair expenses, partially offset by a decrease in risk management costs.
45
Table of Contents
EBITDA increased $5.7 million to $133.7 million, or a 27.1% EBITDA margin for the three months ended June 30, 2026, from $128.0 million, or a 27.7% EBITDA margin for the three months ended June 30, 2025. EBITDA increased $16.8 million to $257.1 million, or a 26.9% EBITDA margin for the six months ended June 30, 2026, from $240.3 million, or a 26.7% EBITDA margin for the six months ended June 30, 2025. The decrease in our EBITDA margin for the three months ended June 30, 2026 was due primarily to higher fuel costs due to diesel prices and the impact of acquisitions having lower EBITDA margins than our segment average, partially offset by lower risk management costs. The increase in our EBITDA margin for the six months ended June 30, 2026 was primarily due to lower risk management costs and a decrease in post-closure liability interest accretion expense, partially offset by higher fuel costs and the impact of acquisitions having lower EBITDA margins than our segment average.
Eastern
Revenue increased $1.8 million to $444.0 million for the three months ended June 30, 2026, from $442.2 million for the three months ended June 30, 2025. Revenue increased $4.2 million to $849.7 million for the six months ended June 30, 2026, from $845.5 million for the six months ended June 30, 2025. The increases for the three and six months ended June 30, 2026 were due to price increases and contributions from acquisitions, partially offset by lower commercial collection volumes, decreases in roll off and post-collection volumes and a decrease in recyclable commodity revenues as compared to the prior periods.
Segment expenses decreased $5.6 million to $322.3 million for the three months ended June 30, 2026, from $327.9 million for the three months ended June 30, 2025. Segment expenses decreased $8.0 million to $620.0 million for the six months ended June 30, 2026, from $628.0 million for the six months ended June 30, 2025. The decreases to segment expenses for the three and six months ended June 30, 2026 were due to a decrease in disposal expense, lower labor costs, a decrease in truck, container, equipment and facility maintenance and repair expenses, and lower risk management costs, partially offset by an increase in expenses from acquisitions closed during the comparable periods.
EBITDA increased $7.3 million to $121.6 million, or a 27.4% EBITDA margin for the three months ended June 30, 2026, from $114.3 million, or a 25.9% EBITDA margin for the three months ended June 30, 2025. EBITDA increased $12.3 million to $229.7 million, or a 27.0% EBITDA margin for the six months ended June 30, 2026, from $217.4 million, or a 25.7% EBITDA margin for the six months ended June 30, 2025. The increases in our EBITDA margin for the three and six months ended June 30, 2026 were due primarily to price-led revenue growth, lower risk management costs, and the impact of acquisitions having higher EBITDA margins than our segment average, partially offset by higher fuel costs due to diesel prices.
Central
Revenue increased $21.7 million to $423.8 million for the three months ended June 30, 2026, from $402.1 million for the three months ended June 30, 2025. Revenue increased $45.0 million to $820.5 million for the six months ended June 30, 2026, from $775.5 million for the six months ended June 30, 2025. The increases for the three and six months ended June 30, 2026 were due to price increases, contributions from acquisitions and an increase in landfill gas sales, partially offset by lower roll off volumes, a decrease in commercial and residential collection volumes and lower E&P waste revenues.
Segment expenses increased $10.1 million to $268.8 million for the three months ended June 30, 2026, from $258.7 million for the three months ended June 30, 2025. Segment expenses increased $20.2 million to $520.5 million for the six months ended June 30, 2026, from $500.3 million for the six months ended June 30, 2025. The increases to segment expenses for the three and six months ended June 30, 2026 were due to higher fuel costs due to diesel prices, an increase in labor and benefits expenses, higher third-party brokerage, an increase in truck, container, equipment and facility maintenance and repair expenses, higher operating costs associated with higher post-collection volumes, and an increase in fees paid for the processing of recyclable materials, partially offset by a decrease in risk management costs.
46
Table of Contents
EBITDA increased $11.5 million to $154.9 million, or a 36.6% EBITDA margin for the three months ended June 30, 2026, from $143.4 million, or a 35.7% EBITDA margin for the three months ended June 30, 2025. EBITDA increased $24.9 million to $300.0 million, or a 36.6% EBITDA margin for the six months ended June 30, 2026, from $275.1 million, or a 35.5% EBITDA margin for the six months ended June 30, 2025. The increases in our EBITDA margin for the three and six months ended June 30, 2026 were due primarily to lower labor and benefits costs as a percentage of revenue, a decrease in risk management costs, and price-led revenue growth, partially offset by higher fuel costs due to diesel prices and an increase in uncollectible accounts receivable.
Canada
Revenue increased $42.4 million to $385.8 million for the three months ended June 30, 2026, from $343.4 million for the three months ended June 30, 2025. Revenue increased $84.5 million to $730.6 million for the six months ended June 30, 2026, from $646.1 million for the six months ended June 30, 2025. The increases for the three and six months ended June 30, 2026 were due to price increases, higher E&P waste revenues attributable to an increase in volumes, an increase in landfill gas sales, contributions from acquisitions and a higher average foreign currency exchange rate in effect during the comparable reporting periods, partially offset by a decrease in commercial and residential collection volumes.
Segment expenses increased $30.4 million to $217.9 million for the three months ended June 30, 2026, from $187.5 million for the three months ended June 30, 2025. Segment expenses increased $59.1 million to $413.7 million for the six months ended June 30, 2026, from $354.6 million for the six months ended June 30, 2025. The increases to segment expenses for the three and six months ended June 30, 2026 were due to an increase in operating costs associated with an increase in E&P and landfill volumes, higher third-party brokerage, an increase in fuel costs due to diesel prices, higher expenses associated with a new operating facility, an increase in labor and benefits expenses, higher allocated corporate overhead and an increase in expenses from acquisitions closed during the comparable periods.
EBITDA increased $12.0 million to $167.9 million, or a 43.5% EBITDA margin for the three months ended June 30, 2026, from $155.9 million, or a 45.4% EBITDA margin for the three months ended June 30, 2025. EBITDA increased $25.4 million to $316.9 million, or a 43.4% EBITDA margin for the six months ended June 30, 2026, from $291.5 million, or a 45.1% EBITDA margin for the six months ended June 30, 2025. The decreases in our EBITDA margin for the three and six months ended June 30, 2026 were due to increases in costs associated with incremental volumes, a new operating facility developed subsequent to the prior periods and higher fuel costs due to diesel prices, partially offset by lower labor and benefits costs as a percentage of revenue and an increase in renewable energy credits generated.
MidSouth
Revenue increased $16.0 million to $296.7 million for the three months ended June 30, 2026, from $280.7 million for the three months ended June 30, 2025. Revenue increased $26.9 million to $564.6 million for the six months ended June 30, 2026, from $537.7 million for the six months ended June 30, 2025. The increases for the three and six months ended June 30, 2026 were due to price increases and contributions from acquisitions, partially offset by a decrease in residential and commercial collection volumes, lower recyclable commodity revenues, a decrease in post-collection volumes and lower landfill gas sales.
Segment expenses increased $13.9 million to $216.1 million for the three months ended June 30, 2026, from $202.2 million for the three months ended June 30, 2025. Segment expenses increased $20.3 million to $410.6 million for the six months ended June 30, 2026, from $390.3 million for the six months ended June 30, 2025. The increases to segment expenses for the three and six months ended June 30, 2026 were due to an increase in third-party brokerage, higher labor and benefits expenses, an increase in fuel costs due to diesel prices, higher risk management costs, an increase in truck, container, equipment and facility maintenance and repair expenses and an increase in expenses from acquisitions closed during the comparable periods.
47
Table of Contents
EBITDA increased $2.2 million to $80.7 million, or a 27.2% EBITDA margin for the three months ended June 30, 2026, from $78.5 million, or a 28.0% EBITDA margin for the three months ended June 30, 2025. EBITDA increased $6.6 million to $154.0 million, or a 27.3% EBITDA margin for the six months ended June 30, 2026, from $147.4 million, or a 27.4% EBITDA margin for the six months ended June 30, 2025. The decreases in our EBITDA margin for the three and six months ended June 30, 2026 were due primarily to an increase in fuel costs and higher risk management costs, partially offset by lower labor and benefits costs as a percentage of revenue.
Corporate
Segment expenses increased $4.7 million to $7.9 million for the three months ended June 30, 2026, from $3.2 million for the three months ended June 30, 2025. Segment expenses decreased $8.3 million to $8.7 million for the six months ended June 30, 2026, from $17.0 million for the six months ended June 30, 2025. The increase to segment expenses for the three months ended June 30, 2026 was due to an increase in labor and benefits costs and higher deal costs associated with acquisitions closed during, or subsequent to, the prior periods, partially offset by lower professional fees, an increase in allocation of costs to our operating segments, and lower travel and meetings expenses. The decrease to segment expenses for the six months ended June 30, 2026 was due to a decrease in professional fees and lower deal costs associated with acquisitions closed during, or subsequent to, the prior periods, partially offset by an increase in labor and benefits costs and a decrease in allocation of costs to our operating segments. EBITDA decreased $4.7 million and increased $8.3 million for the three and six months ended June 30, 2026, respectively, as compared to the prior periods, due to the changes in segment expenses.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth cash flow information for the six months ended June 30, 2026 and 2025 (in thousands of U.S. dollars):
Six Months Ended
June 30,
2026 2025
Net cash provided by operating activities $ 1,278,886 $ 1,179,741
Net cash used in investing activities (961,952) (1,019,972)
Net cash used in financing activities (282,531) (92,478)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (2,405) 2,007
Net increase in cash, cash equivalents and restricted cash 31,998 69,298
Cash, cash equivalents and restricted cash at beginning of period 229,580 198,173
Cash, cash equivalents and restricted cash at end of period $ 261,578 $ 267,471
Operating Activities Cash Flows
Net cash provided by operating activities increased $99.1 million to $1.279 billion for the six months ended June 30, 2026, from net cash provided by operating activities of $1.180 billion for the six months ended June 30, 2025. The significant components of the increase included the following:
1) Increase in earnings — Our increase in net cash provided by operating activities was favorably impacted by $126.7 million from an increase in net income, excluding depreciation, amortization of intangibles, share-based compensation, adjustments to closure and post-closure liabilities, adjustments to and payments of contingent consideration, provision for expected credit losses, interest accretion and gain on disposal of assets, operations, and impairments, due primarily to price increases and operating income generated from acquisitions closed during, or subsequent to, the six months ended June 30, 2025.
48
Table of Contents
2) Accounts receivable — Our increase in net cash provided by operating activities was favorably impacted by $18.9 million from accounts receivable as changes in accounts receivable resulted in a decrease to operating cash flows of $55.4 million for the six months ended June 30, 2026, compared to a decrease to operating cash flows of $74.3 million for the six months ended June 30, 2025. The decrease for the six months ended June 30, 2026 was driven by higher revenues, which remained as outstanding receivables at the end of the period, partially offset by improved receivables turnover from collection efforts. The decrease for the six months ended June 30, 2025 was due to increases in revenue, which remained as outstanding receivables at the end of the period.
3) Closure and post-closure expenditures — Our increase in net cash provided by operating activities was favorably impacted by $14.7 million from a decrease in payments for closure and post-closure activities as changes in expenditures for these items resulted in a decrease to operating cash flows of $137.2 million for the six months ended June 30, 2026 as compared to a decrease to operating cash flows of $151.9 million for the six months ended June 30, 2025.
4) Accounts payable and accrued liabilities — Our increase in net cash provided by operating activities was unfavorably impacted by $34.8 million from accounts payable and accrued liabilities as changes in accounts payable and accrued liabilities resulted in an increase to operating cash flows of $41.1 million for the six months ended June 30, 2026, compared to an increase to operating cash flows of $75.9 million for the six months ended June 30, 2025. The increase for the six months ended June 30, 2026 was due primarily to outstanding obligations to vendors and an increase in accrued insurance costs. The increase for the six months ended June 30, 2025 was due primarily to outstanding obligations to vendors and an increase in accrued payroll.
5) Deferred income taxes — Our increase in net cash provided by operating activities was unfavorably impacted by $21.1 million from deferred income taxes as changes in deferred income taxes resulted in an increase to operating cash flows of $37.2 million for the six months ended June 30, 2026, compared to an increase to operating cash flows of $58.3 million for the six months ended June 30, 2025. The increases for the six months ended June 30, 2026 and 2025 were 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 periods.
At June 30, 2026, we had a working capital deficit of $729.0 million, including cash and equivalents of $98.2 million. Our working capital deficit decreased $83.7 million from a working capital deficit of $812.7 million at December 31, 2025 including cash and equivalents of $46.0 million, due primarily to an increase in cash and equivalents and an increase in accounts receivable as a result of increases in revenue and improved receivables turnover. To date, we have experienced no loss or lack of access to our cash and equivalents; however, we can provide no assurances that access to our cash and equivalents will not be impacted by adverse conditions in the financial markets. Our strategy in managing our working capital is generally to apply the cash generated from our operations that remains after satisfying our working capital and capital expenditure requirements, along with share repurchase and dividend programs, to reduce the unhedged portion of our indebtedness under our Revolving Credit Agreement and to minimize our cash balances.
Investing Activities Cash Flows
Net cash used in investing activities decreased $58.0 million to $962.0 million for the six months ended June 30, 2026, from $1.020 billion for the six months ended June 30, 2025. The significant components of the decrease included the following:
1) A decrease in cash paid for acquisitions of $201.1 million; less
2) An increase in capital expenditures at operations owned in the comparable period of $81.0 million due to ongoing projects and expenditures for trucks and equipment, partially offset by a decrease in expenditures for facility improvements;
3) An increase in capital expenditures for undeveloped land at certain existing facilities of $51.0 million; and
4) An increase in capital expenditures at operations acquired during the comparable period of $20.2 million due to expenditures for facility improvements, trucks and equipment.
49
Table of Contents
Financing Activities Cash Flows
Net cash used in financing activities increased $190.0 million to $282.5 million for the six months ended June 30, 2026, from $92.5 million for the six months ended June 30, 2025. The significant components of the increase included the following:
1) An increase from higher payments to repurchase our common shares of $614.1 million during the six months ended June 30, 2026;
2) An increase from higher cash dividends paid of $14.2 million due primarily to an increase in our quarterly dividend rate for the six months ended June 30, 2026 to $0.350 per share, from $0.315 per share for the six months ended June 30, 2025; less
3) A decrease from the net change in long-term borrowings of $403.2 million in which long-term borrowings increased $529.8 million during the six months ended June 30, 2026 and increased $126.6 million during the six months ended June 30, 2025; and
4) A decrease from lower payments related to contingent consideration of $18.2 million in which contingent consideration costs decreased $4.7 million during the six months ended June 30, 2026 and decreased $22.9 million during the six months ended June 30, 2025.
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. 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. Information regarding the NCIB can be found under the section “Normal Course Issuer Bid” in Note 16 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Our Board of Directors 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. Cash dividends of $177.1 million and $163.0 million were paid during the six months ended June 30, 2026 and 2025, respectively. We cannot assure as to the amounts or timing of future dividends.
Our business is capital intensive. Our capital requirements include acquisitions and capital expenditures, including for landfill cell construction, landfill development, landfill closure activities and intermodal facility construction in the future. We made $598.9 million in capital expenditures for property and equipment during the six months ended June 30, 2026, and we expect to make total capital expenditures for property and equipment in 2026 of approximately $1.250 billion. In addition, we made $51.0 million in capital expenditures for undeveloped land during the six months ended June 30, 2026 and may opportunistically make other capital expenditures related to future development. We have funded and intend to fund the balance of our planned 2026 capital expenditures principally through cash on hand, internally generated funds and borrowings under our Revolving Credit Agreement. In addition, we may make substantial additional capital expenditures in acquiring land and municipal solid waste and E&P waste businesses. If we acquire additional landfill disposal facilities, we may also have to make significant expenditures to bring them into compliance with applicable regulatory requirements, obtain permits or expand our available disposal capacity. We cannot currently determine the amount of these expenditures because they will depend on the number, nature, condition and permitted status of any acquired landfill disposal facilities. We believe that our cash and equivalents, Revolving Credit Agreement and the funds we expect to generate from operations will provide adequate cash to fund our working capital and other cash needs for the foreseeable future. However, disruptions in the capital and credit markets could adversely affect our ability to draw on our Revolving Credit Agreement or raise other capital. Our access to funds under the Revolving Credit Agreement is dependent on the ability of the banks that are parties to the agreement to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time.
On March 16, 2026, we completed an underwritten public offering of $600.0 million aggregate principal amount of our 4.80% Senior Notes due 2036 (the “2036 Senior Notes”). The 2036 Senior Notes were issued under an indenture,
50
Table of Contents
dated as of November 16, 2018 (as amended, restated, supplemented or otherwise modified from time to time), by and between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, as supplemented by an eleventh supplemental indenture, dated as of March 16, 2026.
At June 30, 2026, $2.275 billion under the revolving credit facility was outstanding under the Revolving Credit Agreement, exclusive of outstanding standby letters of credit of $37.7 million. We also had $199.0 million of letters of credit issued and outstanding at June 30, 2026 under facilities other than the Revolving Credit Agreement. Our Revolving Credit Agreement matures on February 27, 2029.
We are a well-known seasoned issuer with an effective shelf registration statement on Form S-3 filed in October 2024, which registers an unspecified amount of debt securities, including debentures, notes or other types of debt. In the future, we may issue debt securities under our shelf registration statement or in private placements from time to time on an opportunistic basis, based on market conditions and available pricing. Unless otherwise indicated in the relevant offering documents, we expect to use the proceeds from any such offerings for general corporate purposes, including repaying, redeeming or repurchasing debt, acquiring additional assets or businesses, capital expenditures and increasing our working capital.
At June 30, 2026, we had the following contractual obligations:
Payments Due by Period
(amounts in thousands of U.S. dollars)
Less Than 1 to 3 Over 5
Recorded Obligations Total 1 Year Years 3 to 5 Years Years
Long-term debt $ 9,364,284 $ 8,094 $ 3,640,280 $ 608,734 $ 5,107,176
Cash interest payments $ 2,745,025 $ 354,478 $ 682,474 $ 405,728 $ 1,302,345
Contingent consideration $ 94,719 $ 61,416 $ 3,224 $ 3,224 $ 26,855
Operating leases $ 403,429 $ 31,115 $ 106,135 $ 79,754 $ 186,425
Final capping, closure and post-closure $ 2,453,384 $ 130,735 $ 179,279 $ 52,712 $ 2,090,658
Long-term debt payments include:
1) $2.275 billion in principal payments due February 27, 2029 related to our revolving credit facility under our Revolving Credit Agreement. We may elect to draw amounts on our Revolving Credit Agreement in U.S. dollar term SOFR rate loans, U.S. dollar base rate loans, Canadian dollar term CORRA rate loans, and Canadian dollar prime rate loans. At June 30, 2026, $1.135 billion of the outstanding borrowings drawn under the revolving credit facility were in U.S. term SOFR rate loans, which bear interest at the term SOFR rate plus the applicable margin (for a total rate ranging from 4.50% to 4.52% on such date). At June 30, 2026, $1.140 billion of the outstanding borrowings drawn under the revolving credit facility were in Canadian-based CORRA rate loans, which bear interest at the term CORRA rate plus the applicable margin (for a total rate ranging from 3.44% to 3.45% on such date).
2) $500.0 million in principal payments due 2028 related to our 2028 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) $351.9 million in principal payments due 2029 related to our New 2029 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%.
6) $650.0 million in principal payments due 2032 related to our 2032 Senior Notes. The 2032 Senior Notes bear interest at a rate of 2.20%.
51
Table of Contents
7) $500.0 million in principal payments due 2032 related to our New 2032 Senior Notes. The New 2032 Senior Notes bear interest at a rate of 3.20%.
8) $750.0 million in principal payments due 2033 related to our 2033 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 2035 Senior Notes bear interest at a rate of 5.25%.
11) $600.0 million in principal payments due 2036 related to our 2036 Senior Notes. The 2036 Senior Notes bear interest at a rate of 4.80%.
12) $500.0 million in principal payments due 2050 related to our 2050 Senior Notes. The 2050 Senior Notes bear interest at a rate of 3.05%.
13) $850.0 million in principal payments due 2052 related to our 2052 Senior Notes. The 2052 Senior Notes bear interest at a rate of 2.95%.
14) $22.6 million in principal payments related to our notes payable to sellers and other third parties. Our notes payable to sellers and other third parties bear interest at rates between 2.42% and 10.35% at June 30, 2026, and have maturity dates ranging from 2028 to 2044.
15) $14.9 million in principal payments related to our financing leases. Our financing leases bear interest at rates between 1.89% and 5.35% at June 30, 2026, and have expiration dates ranging from 2026 to 2035.
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 June 30, 2026. We assumed the Revolving Credit Agreement is paid off when it matures in February 2029.
2) We calculated cash interest payments on our interest rate swaps using the stated interest rate in the swap agreement less the term SOFR rate through the earlier expiration of the term of the swaps or the term of the credit facility.
Contingent consideration payments include $81.1 million recorded as liabilities in our Condensed Consolidated Financial Statements at June 30, 2026, and $13.6 million of future interest accretion on the recorded obligations.
We are party to operating lease agreements and finance leases. These lease agreements are established in the ordinary course of our business and are designed to provide us with access to facilities and equipment at competitive, market-driven prices.
52
Table of Contents
The estimated final capping, closure and post-closure expenditures presented above are in current dollars.
Amount of Commitment Expiration Per Period
(amounts in thousands of U.S. dollars)
Less Than 1 to 3 3 to 5 Over 5
Unrecorded Obligations(1) Total 1 Year Years Years Years
Unconditional purchase obligations $ 121,241 $ 92,563 $ 27,643 $ 1,035 $ —
(1) We are party to unconditional purchase obligations. These purchase obligations are established in the ordinary course of our business and are designed to provide us with access to products at competitive, market-driven prices. At June 30, 2026, our unconditional purchase obligations consisted of multiple fixed-price fuel purchase contracts under which we have 42.1 million gallons remaining to be purchased for a total of $121.2 million. The current fuel purchase contracts expire on or before December 31, 2029. These arrangements have not materially affected our financial position, results of operations or liquidity during the six months ended June 30, 2026, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.
We have obtained financial surety bonds, primarily to support our financial assurance needs and landfill and E&P waste operations. We provided customers and various regulatory authorities with surety bonds in the aggregate amounts of approximately $2.290 billion and $2.157 billion at June 30, 2026 and December 31, 2025, respectively. These arrangements have not materially affected our financial position, results of operations or liquidity during the six months ended June 30, 2026, 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. If we determine that a given operating unit does not have future strategic importance, we may sell or otherwise dispose of those operations. Although we believe our reporting units would not be impaired by such dispositions, we could incur losses on them.
The disposal tonnage that we received in the six-month periods ended June 30, 2026 and 2025, at all of our landfills during the respective period, is shown below (tons in thousands):
Six Months Ended June 30,
2026 2025
Number Total Number Total
of Sites Tons of Sites Tons
Owned operational landfills and landfills operated under life-of-site agreements 108 25,474 106 24,731
Operated landfills 7 357 7 348
115 25,831 113 25,079
53
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. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We define adjusted EBITDA as net income, 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. We further adjust this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently. Our adjusted EBITDA for the three and six-month periods ended June 30, 2026 and 2025, is calculated as follows (amounts in thousands of U.S. dollars):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net income $ 296,399 $ 290,276 $ 515,742 $ 531,787
Plus: Income tax provision 87,331 98,882 151,546 170,348
Plus: Interest expense 91,203 82,751 178,922 163,626
Less: Interest income (4,126) (2,314) (7,239) (4,084)
Plus: Depreciation and amortization 325,877 307,657 640,626 597,606
Plus: Closure and post-closure accretion 10,328 11,942 20,619 23,816
Plus: Impairments and other operating items 58,466 4,030 138,050 10,471
Less: Other income, net (33,253) (10,050) (37,337) (11,922)
Adjustments:
Plus: Transaction-related expenses (a) 7,588 3,973 9,948 15,943
Plus (less): Fair value changes to equity awards (b) 267 (734) (1,269) 1,036
Adjusted EBITDA $ 840,080 $ 786,413 $ 1,609,608 $ 1,498,627
(a) Reflects the addback of acquisition-related transaction costs.
(b) Reflects fair value accounting changes associated with certain equity awards.
54
Table of Contents
Adjusted Net Income and Adjusted Net Income per Diluted Share
We present adjusted net income and adjusted net income per diluted share, both non-GAAP financial measures, supplementally because they are widely used by investors as valuation measures in the solid waste industry. Management uses adjusted net income and adjusted net income per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We provide adjusted net income to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income has limitations due to the fact that it excludes items that have an impact on our financial condition and results of operations. Adjusted net income and adjusted net income per diluted share are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate these non-GAAP financial measures differently. Our adjusted net income and adjusted net income per diluted share for the three and six-month periods ended June 30, 2026 and 2025, are calculated as follows (amounts in thousands of U.S. dollars, except per share amounts):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Reported net income $ 296,399 $ 290,276 $ 515,742 $ 531,787
Adjustments:
Amortization of intangibles (a) 47,600 50,236 94,864 97,878
Impairments and other operating items (b) 58,466 4,030 138,050 10,471
Transaction-related expenses (c) 7,588 3,973 9,948 15,943
Fair value changes to equity awards (d) 267 (734) (1,269) 1,036
Tax effect (e) (28,629) (14,687) (60,765) (30,898)
Adjusted net income $ 381,691 $ 333,094 $ 696,570 $ 626,217
Diluted earnings per common share:
Reported net income $ 1.17 $ 1.12 $ 2.02 $ 2.05
Adjusted net income $ 1.50 $ 1.29 $ 2.73 $ 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.
(c) Reflects the addback of acquisition-related transaction costs.
(d) Reflects fair value accounting changes associated with certain equity awards.
(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.
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, and we have seen impacts from geopolitical events, including the Iran war, that are resulting in increased costs related to fuel. Additionally, significant changes in trade policies, including tariffs in the U.S. or retaliatory policies in other countries, including Canada, may increase the cost of certain equipment we purchase in the U.S. and Canada. Consistent with industry practice, many of our contracts allow us to pass through certain costs to our customers, including increases in landfill tipping fees and, in some cases, fuel costs. To the extent that there are decreases in fuel costs, in some cases, a portion of these reductions are passed through to customers in the form of lower fuel and material surcharges. We believe that, over time, we should be able to increase prices to offset many cost increases that result from inflation and any potential impact from changes in trade policies or tariffs within the ordinary course of business. However, competitive pressures or delays in the timing of rate increases under certain of our contracts may require us to absorb at least part of these cost increases, especially if cost increases exceed the average rate of inflation. Management’s estimates associated with inflation have an impact on our accounting for landfill liabilities.
55
Table of Contents
SEASONALITY
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. This seasonality reflects (a) the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during winter months in Canada and the U.S. and (b) reduced E&P activity during harsh weather conditions, with expected fluctuation due to such seasonality between our highest and lowest quarters of approximately 10%. In addition, some of our operating costs may be higher in the winter months. Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs. Greater precipitation in the winter increases the weight of collected municipal solid waste, resulting in higher disposal costs, which are calculated primarily on a per ton basis.