🇺🇸 SECWaste Connections, Inc.Doubao · 实盘不做把握 7/10不做原因:无增量信息
北京时间·🕒 发布 04:08:48·⟳ 抓取 04:10:49 +2m01s·⚡ 决策 10-22 04:28:00 +17m11s·5.9 天前
Waste Connections 2026Q3营收/调整后EPS/EBITDA全面超预期并第二次上调全年指引、季度股息上调10%
本8-K/Ex99.1是20:09 UTC已处理的同一Q3财报事件(当时twitter源)的SEC一手备案，核心数字(营收26.38亿、调整EPS1.58、调整EBITDA8.958亿、FY收入指引100.9亿、股息+10%、回购超10亿)与已决策记录完全一致，无新增金额或指引修正；且实质edge偏弱：超大市值防御股、温和beat、财报前5日抢跑7.3%、盘后薄量微涨，不构成可交易机会。固废服务以北美本土收运/填埋为主，无可执行的二阶供应链标的。
📄 原文Waste Connections, Inc.↗ 原文
----- wcn-20261021x8k.htm ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Cu…
不做 Waste Connections, Inc.（WCN.US）
同一Q3财报事件20:09 UTC已决策不做，本8-K为同稿一手披露、无新增事实；约423亿美元市值龙头EPS仅超预期约4%、营收超约1%，财报前5日抢跑+7.3%，盘后薄量(约5,052股)仅+0.46%且买卖价差宽，追高风险回报不足；无可执行二阶标的。若愿参与，应等10-22开盘看承接、回踩不破前收168.28后再右侧评估，不在盘后/竞价追价。
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)
研究档案
结论摘要
WCN Q3全面beat并上调全年指引、股息+10%，方向正面但预期差温和(EPS超约4%)；约423亿市值龙头财报前5日已涨7.3%，盘后仅+0.46%、成交极薄价差宽，且同一事件17分钟前已决策不做、8-K无新增事实，风险回报不足，回避追高。
🔎 新鲜度:最早出现 2026-10-21 · 扩散 medium · price-in 风险 high ↗
关键理由
- 正面但温和：收入/EBITDA/EPS三项beat且年内第二次上调指引，固废填埋量环比改善、E&P与大宗商品相关收入走强
- edge不足：423亿美元防御性龙头EPS仅超预期约4%，盘后微涨0.46%、约5,052股成交、买卖价差宽，且财报前5日已抢跑+7.31%，增量利好基本被定价
主要风险
- 若10-22电话会给出强于当前指引的2027年口径或E&P废品持续性上修，可能引发次日补涨，回避判断需在开盘后按承接重新评估
- 盘后流动性极薄，盘后价格参考意义有限；次日开盘可能跳空，若已决定不追价则不应改用集合竞价追入
反向证据
- 做多前查反向 · 来源 web · 日期 2026-10-21 · 影响 weakens
盘后仅+0.46%、量约5,052股、买一卖一价差约3美元，且财报前5日+7.31%抢跑；市场未对温和beat给予正向重定价，削弱做多edge
检索:WCN Q3 2026 earnings beat raised outlook post-market reaction
先例如何影响了这次决策
对本次决策的影响:确认维持AVOID：不追盘后/竞价，若要参与需等次日开盘看承接、回踩不破前收再右侧评估
方向:同一事件已于20:09 UTC完成研判并决定不做，本条为SEC一手重复披露、无增量事实，按跨源查重早停，不再另行检索外部先例
涨幅量级:不适用：未新开仓，无需校准tp/sl；同事件既有判断显示盘后对约4%的EPS beat仅定价约+0.5%
形态:不适用
工具执行结果 · 成功 2 · 降级 0 · 失败 0 · 取消 0
- search_processed_events 成功 stock_tools HTTP · 2,697 ms
{"result": "search_processed_events:agent query=`waste connections q3 2026 revenue adjusted ebitda dividend increase | waste connections wcn third quarter 2026 results earnings raised outlook | wcn 8-k october 21 2026 full year o`；结构化索引覆盖完整 72 小时；旧记录兼容扫描近 72.0/72 小时、26819 条本臂决策(完整)，返回 6 条候选。\n• 10-2 - stock_quote 成功 stock_tools HTTP · 823 ms
{
原文全文
展开原文 · 37,657 字
----- wcn-20261021x8k.htm -----
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):
October 21, 2026
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.)
3 Waterway Square Place
,
Suite 110
The Woodlands
,
Texas
77380
United States
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
905
)
532-7510
6220 Hwy 7
,
Suite 600
Woodbridge
Ontario
L4H 4G3
Canada
(Former name or former 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
NYSE Texas
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 October 21, 2026, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its third quarter 2026 results and updated outlook for 2026. 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 2026 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 October 21, 2026, 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: October 21, 2026
BY:
/s/ Mary Anne Whitney
Mary Anne Whitney
Executive Vice President and Chief Financial Officer
----- wcn-ex99d1.htm -----
EX-99.1
2
wcn-ex99d1.htm
EX-99.1
_
Exhibit 99.1
WASTE CONNECTIONS REPORTS THIRD QUARTER 2026 RESULTS AND RAISES FULL YEAR OUTLOOK
-
Strong execution, improving solid waste landfill volumes and further strength in commodity-related revenues drive outsized results and another increase to full year outlook
-
Revenue of $2.638 billion, exceeding expectations
-
Net income of $359.2 million, and adjusted EBITDA
*
of $895.8 million, or 34.0% of revenue, above expectations
-
Net income and adjusted net income
*
of $1.43 and $1.58 per share, respectively
-
Year to date closed acquisitions of approximately $130 million in annualized revenues
-
Increases regular quarterly dividend by 10% and completes year to date share repurchases of over $1 billion
-
Second increase to full year 2026 outlook for revenue and adjusted EBITDA
*
THE WOODLANDS, TX, October 21, 2026
- Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the third quarter of 2026.
"Another top to bottom beat in the period was driven by continued strength in operational execution along with improving trends in landfill activity and commodity-driven revenue. Sequential improvement of 70 basis points in solid waste unit volumes was led by an uptick in landfill volumes, with operating results continuing to reflect the benefits of elevated employee retention and record safety performance,” said Ronald J. Mittelstaedt, President and Chief Executive Officer.
"Most importantly, we overcame a late quarter surge in diesel pricing to deliver adjusted EBITDA margin
*
of 34% on underlying margin expansion of 50 basis points,” continued Mr. Mittelstaedt. “Our performance puts us firmly on track to exceed the increased full year 2026 outlook we provided in July for revenue and adjusted EBITDA
*
, and we remain positioned to deliver double-digit growth in adjusted free cash flow
*
of at least $1.4 billion. Additional acquisitions completed later this year, and further improvement in E&P waste activity or other commodity-driven revenues, would provide incremental benefit."
Mr. Mittelstaedt continued, "As anticipated, the strength of our operating performance, free cash flow generation and balance sheet positioned us for another double-digit annual increase in our quarterly cash dividend, our sixteenth in a row. Additionally, we continued our opportunistic share repurchases, bringing year to date outlays to over $1 billion for 2.5% of outstanding shares, demonstrating once again our ability to fund our differentiated growth strategy and acquisition activity, along with record return of capital to shareholders."
Q3 2026 Results
Revenue in the third quarter totaled $2.638 billion, up from $2.458 billion in the year ago period. Operating income was $541.7 million, which included $3.0 million in transaction-related expenses and $1.9 million in impairments and other operating items, partially offset by $0.6 million associated with fair value changes to equity awards. This compares to operating income of $439.6 million in the third quarter of 2025 that included $63.5 million primarily from the write-down of contracts and a non-operating E&P waste facility permit, an environmental liability at an operating facility and transaction-related expenses. Net income in the third quarter was $359.2 million, or $1.43 per share on a diluted basis of 251.9 million shares. In the year ago period, the Company reported net income of $286.3 million, or $1.11 per share on a diluted basis of 257.6 million shares.
-1-
Adjusted net income
*
in the third quarter was $398.9 million, or $1.58 per diluted share, versus $372.0 million, or $1.44 per diluted share, in the prior year period. Adjusted EBITDA
*
in the third quarter was $895.8 million, as compared to $830.3 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.
Nine Months Year to Date Results
For the nine months ended September 30, 2026, revenue was $7.570 billion, up from $7.094 billion in the year ago period. Operating income was $1.343 billion, which included $139.9 million from impairments and other operating items and $13.0 million in transaction-related expenses, partially offset by $1.8 million associated with fair value changes to equity awards. This compares to operating income in the prior year period of $1.289 billion, which included $70.6 million from impairments and other operating items and $20.3 million primarily attributable to transaction-related expenses and fair value changes to equity awards.
Net income for the nine months ended September 30, 2026 was $875.0 million, or $3.45 per share on a diluted basis of 253.9 million shares. In the year ago period, the Company reported net income of $818.1 million, or $3.16 per share on a diluted basis of 258.5 million shares.
Adjusted net income
*
for the nine months ended September 30, 2026 was $1.095 billion, or $4.32 per diluted share, compared to $998.3 million, or $3.86 per diluted share, in the year ago period. Adjusted EBITDA
*
for the nine months ended September 30, 2026 was $2.505 billion, as compared to $2.329 billion in the prior year period.
Updated 2026 Outlook
Waste Connections also updated its outlook for 2026, 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 2026 are subject to quarterly fluctuations. See reconciliations in the attached tables.
-
Revenue is estimated to be approximately $10.09 billion;
-
Net income is estimated to be approximately $1.18 billion, and adjusted EBITDA
*
is estimated to be approximately $3.345 billion;
-
Capital expenditures are estimated to be approximately $1.25 billion; and
-
Net cash provided by operating activities is estimated to be between $2.64 billion and $2.69 billion, and adjusted free cash flow
*
is estimated to be between $1.40 billion and $1.45 billion.
----------------------------------------------------------------------------------------------------------------------------------------------------
*
A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule
-2-
Q3 2026 Earnings Conference Call
Waste Connections will be hosting a conference call related to third quarter earnings on October 22
nd
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 "Events & Presentations" 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. Shortly after the conclusion of the conference call, a webcast replay will be available on the Waste Connections investor website or by clicking here.
About Waste Connections
Waste Connections 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. Waste Connections views its sustainability 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 2026 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
-3-
Waste Connections, Inc.
CONDENSED Consolidated Statements of NET INCOME
THRee AND NINE months ended SEPTEMBER 30, 2025 and 2026
(Unaudited)
(in thousands of U.S. dollars, except share and per share amounts)
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Revenues
$
2,458,378
$
2,638,081
$
7,093,609
$
7,570,319
Operating expenses:
Cost of operations
1,406,854
1,501,143
4,091,153
4,341,459
Selling, general and administrative
236,476
253,934
729,576
765,546
Depreciation
263,999
290,625
763,727
836,387
Amortization of intangibles
51,331
48,783
149,209
143,647
Impairments and other operating items
60,127
1,851
70,598
139,901
Operating income
439,591
541,745
1,289,346
1,343,379
Interest expense
(84,449)
(96,376)
(248,074)
(275,298)
Interest income
5,090
2,988
9,174
10,227
Other income, net
14,542
2,768
26,463
40,105
Income before income tax provision
374,774
451,125
1,076,909
1,118,413
Income tax provision
(88,503)
(91,901)
(258,852)
(243,446)
Net income
$
286,271
$
359,224
$
818,057
$
874,967
Earnings per common share:
Basic
$
1.11
$
1.43
$
3.17
$
3.45
Diluted
$
1.11
$
1.43
$
3.16
$
3.45
Shares used in the per share calculations:
Basic
256,948,902
251,338,542
257,835,515
253,369,277
Diluted
257,580,321
251,873,132
258,484,698
253,855,805
Cash dividends per common share
$
0.315
$
0.350
$
0.945
$
1.050
-4-
Waste Connections, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands of U.S. dollars, except share and per share amounts)
December 31,
2025
September 30,
2026
ASSETS
Current assets:
Cash and equivalents
$
45,968
$
95,694
Accounts receivable, net of allowance for credit losses of $21,402 and $23,669 at December 31, 2025 and September 30, 2026, respectively
1,024,992
1,106,208
Prepaid expenses and other current assets
240,603
235,136
Total current assets
1,311,563
1,437,038
Restricted cash
183,612
183,125
Restricted investments
80,757
73,896
Property and equipment, net
8,733,327
9,005,291
Operating lease right-of-use assets
312,508
320,279
Goodwill
8,392,249
8,413,634
Intangible assets, net
2,006,200
1,967,946
Other assets, net
109,147
109,059
Total assets
$
21,129,363
$
21,510,268
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
765,227
$
811,498
Book overdraft
14,674
14,841
Deferred revenue
416,025
436,145
Accrued liabilities
810,367
776,370
Current portion of operating lease liabilities
44,272
48,043
Current portion of contingent consideration
65,029
60,120
Current portion of long-term debt and notes payable
8,667
7,801
Total current liabilities
2,124,261
2,154,818
Long-term portion of debt and notes payable
8,811,104
9,427,069
Long-term portion of operating lease liabilities
267,000
275,113
Long-term portion of contingent consideration
19,667
19,464
Deferred income taxes
1,085,613
1,146,675
Other long-term liabilities
576,337
603,087
Total liabilities
12,883,982
13,626,226
Commitments and contingencies
Shareholders’ Equity:
Common shares: Unlimited shares authorized; 255,661,011 shares issued and 255,614,663 shares outstanding at December 31, 2025; 250,293,972 shares issued and 250,247,624 shares outstanding at September 30, 2026
2,783,431
1,845,308
Additional paid-in capital
373,239
406,383
Accumulated other comprehensive loss
(111,044)
(176,879)
Treasury shares: 46,348 and 46,348 shares at December 31, 2025 and September 30, 2026, respectively
-
-
Retained earnings
5,199,755
5,809,230
Total shareholders’ equity
8,245,381
7,884,042
Total liabilities and shareholders’ equity
$
21,129,363
$
21,510,268
-5-
Waste Connections, Inc.
Condensed Consolidated Statements of Cash Flows
NINE months ended SEPTEMBER 30, 2025 and 2026
(Unaudited)
(in thousands of U.S. dollars)
Nine months ended
September 30,
2025
2026
Cash flows from operating activities:
Net income
$
818,057
$
874,967
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from disposal of assets, impairments and other
71,614
10,222
Adjustments to closure and post-closure liabilities
-
131,977
Depreciation
763,727
836,387
Amortization of intangibles
149,209
143,647
Deferred income taxes, net of acquisitions
93,839
62,316
Current period provision for expected credit losses
9,321
19,488
Amortization of debt issuance costs
6,271
6,949
Share-based compensation
60,432
61,824
Interest accretion
38,411
33,311
Payment of contingent consideration recorded in earnings
(400)
(1)
Adjustments to contingent consideration
30,874
(1,315)
Other
(7,046)
(7,411)
Net change in operating assets and liabilities, net of acquisitions
(177,119)
(201,550)
Net cash provided by operating activities
1,857,190
1,970,811
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired
(627,310)
(368,682)
Capital expenditures for property and equipment
(794,937)
(893,732)
Capital expenditures for undeveloped land
-
(56,192)
Proceeds from disposal of assets
9,153
5,470
Other
(20,819)
1,863
Net cash used in investing activities
(1,433,913)
(1,311,273)
Cash flows from financing activities:
Proceeds from long-term debt
2,222,235
2,668,176
Principal payments on notes payable and long-term debt
(1,808,598)
(2,022,304)
Payment of contingent consideration recorded at acquisition date
(28,324)
(11,211)
Change in book overdraft
(336)
167
Payments for repurchase of common shares
(442,176)
(944,432)
Payments for cash dividends
(243,950)
(265,492)
Tax withholdings related to net share settlements of equity-based compensation
(31,306)
(29,279)
Debt issuance costs
(4,825)
(9,572)
Proceeds from issuance of shares under employee share purchase plan
5,464
6,309
Proceeds from sale of common shares held in trust
324
-
Net cash used in financing activities
(331,492)
(607,638)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
627
(2,661)
Net increase in cash, cash equivalents and restricted cash
92,412
49,239
Cash, cash equivalents and restricted cash at beginning of period
198,173
229,580
Cash, cash equivalents and restricted cash at end of period
$
290,585
$
278,819
-6-
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 nine month periods ended September 30, 2026:
Three months ended
September 30, 2026
Nine months ended
September 30, 2026
Yield
(a)
4.3%
4.5%
Surcharges
1.3%
0.8%
Unit Volume
(a)
(1.2%)
(1.5%)
Recycling
0.3%
(0.1%)
Foreign Exchange Impact
(0.2%)
0.1%
Total
4.5%
3.8%
Core Price
(b)
5.5%
5.7%
-----------------------------------------------------------------------------
(a)
In the first quarter of 2026, WCN began providing a breakdown of organic growth in solid waste collection, transfer and disposal to include Yield and Unit Volume, which are performance metrics used by management to evaluate the effectiveness of our pricing and organic growth strategies. Yield, or change in average price per unit of service, reflects the impacts of customer churn and new business activity and the resulting mix by line of business and by geographic segment; Unit Volume reflects estimated change in units of activity.
(b)
Core Price is defined as the revenue growth attributable to price increases, net of rollbacks, on solid waste collection, transfer and disposal customers. This definition is consistent with Core Price references provided in prior periods.
Revenue Breakdown:
The following table reflects a breakdown of our revenue for the three month periods ended September 30, 2025 and 2026:
Three months ended September 30, 2025
Revenue
Inter-company
Elimination
Reported
Revenue
%
Solid Waste Collection
$
1,730,339
$
(5,733)
$
1,724,606
70.1
%
Solid Waste Disposal and Transfer
804,442
(348,040)
456,402
18.6
%
Solid Waste Recycling
58,351
(2,110)
56,241
2.3
%
E&P Waste Treatment, Recovery and Disposal
188,679
(9,542)
179,137
7.3
%
Intermodal and Other
42,686
(694)
41,992
1.7
%
Total
$
2,824,497
$
(366,119)
$
2,458,378
100.0
%
Three months ended September 30, 2026
Revenue
Inter-company
Elimination
Reported
Revenue
%
Solid Waste Collection
$
1,825,657
$
(5,771)
$
1,819,886
69.0
%
Solid Waste Disposal and Transfer
866,609
(374,421)
492,188
18.7
%
Solid Waste Recycling
67,707
(3,001)
64,706
2.4
%
E&P Waste Treatment, Recovery and Disposal
222,636
(9,781)
212,855
8.1
%
Intermodal and Other
60,348
(11,902)
48,446
1.8
%
Total
$
3,042,957
$
(404,876)
$
2,638,081
100.0
%
-7-
ADDITIONAL STATISTICS (continued)
(in thousands of U.S. dollars, except where noted)
Contribution from Acquisitions
: The following table reflects revenues from acquisitions, net of divestitures, closed during or subsequent to the prior periods:
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Acquisitions, net
$
76,621
$
53,434
$
318,789
$
154,445
Other Cash Flow Items:
The following table reflects cash interest and cash taxes for the three and nine month periods ended September 30, 2025 and 2026:
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Cash Interest Paid
$
83,792
$
108,072
$
239,038
$
280,973
Cash Taxes Paid
50,394
44,792
141,535
143,970
Debt to Book Capitalization as of September 30, 2026:
54%
Internalization for the three months ended September 30, 2026:
58%
Days Sales Outstanding for the three months ended September 30, 2026:
39 (23 net of deferred revenue)
Share Information for the three months ended September 30, 2026:
Basic shares outstanding
251,338,542
Dilutive effect of equity-based awards
534,590
Diluted shares outstanding
251,873,132
-8-
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, 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
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Net income
$
286,271
$
359,224
$
818,057
$
874,967
Plus: Income tax provision
88,503
91,901
258,852
243,446
Plus: Interest expense
84,449
96,376
248,074
275,298
Less: Interest income
(5,090)
(2,988)
(9,174)
(10,227)
Plus: Depreciation and amortization
315,330
339,408
912,936
980,034
Plus: Closure and post-closure accretion
11,963
10,343
35,779
30,962
Plus: Impairments and other operating items
60,127
1,851
70,598
139,901
Less: Other income, net
(14,542)
(2,768)
(26,463)
(40,105)
Adjustments:
Plus: Transaction-related expenses
(a)
3,835
3,004
19,778
12,952
Plus/(Less): Fair value changes to equity awards
(b)
(509)
(570)
527
(1,839)
Adjusted EBITDA
$
830,337
$
895,781
$
2,328,964
$
2,505,389
As % of revenues
33.8%
34.0%
32.8%
33.1%
____________________________
(a)
Reflects the addback of acquisition-related transaction costs.
(b)
Reflects fair value accounting changes associated with certain equity awards.
-9-
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.
This measure is not meant to represent residual cash available for strategic acquisitions, stock repurchases, dividends or other discretionary expenditures since it does not adjust for mandatory debt service requirements and other non-discretionary expenditures. Other companies may calculate adjusted free cash flow differently.
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Net cash provided by operating activities
$
677,449
$
691,925
$
1,857,190
$
1,970,811
Plus/(Less): Change in book overdraft
(733)
(14,077)
(336)
167
Plus: Proceeds from disposal of assets
3,736
2,548
9,153
5,470
Less: Capital expenditures for property and equipment
(297,172)
(294,783)
(794,937)
(893,732)
Adjustments:
Transaction-related expenses
(a)
1,734
1,686
12,895
9,058
Executive separation costs
(b)
-
-
2,119
978
Payment of contingent consideration recorded in earnings
(c)
-
-
400
1
Pre-existing Progressive Waste share-based grants
(d)
-
-
16
-
Tax effect
(e)
(434)
(422)
(2,832)
(2,510)
Adjusted free cash flow
$
384,580
$
386,877
$
1,083,668
$
1,090,243
As % of revenues
15.6%
14.7%
15.3%
14.4%
___________________________
(a)
Reflects the addback of acquisition-related transaction costs.
(b)
Reflects the cash component of severance expense associated with an executive departure from 2023.
(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.
(d)
Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
(e)
The aggregate tax effect of footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.
-10-
NON-GAAP RECONCILIATION SCHEDULE (continued)
(in thousands of U.S. dollars, except per share amounts)
Reconciliation of Adjusted Net Income and Adjusted Net Income per Diluted Share:
Adjusted net income and adjusted net income per diluted share, 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 and adjusted net income per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations. Waste Connections provides 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 the Company’s 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.
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Reported net income
$
286,271
$
359,224
$
818,057
$
874,967
Adjustments:
Amortization of intangibles
(a)
51,331
48,783
149,209
143,647
Impairments and other operating items
(b)
60,127
1,851
70,598
139,901
Transaction-related expenses
(c)
3,835
3,004
19,778
12,952
Fair value changes to equity awards
(d)
(509)
(570)
527
(1,839)
Tax effect
(e)
(29,005)
(13,412)
(59,903)
(74,177)
Adjusted net income
$
372,050
$
398,880
$
998,266
$
1,095,451
Diluted earnings per common share:
Reported net income
$
1.11
$
1.43
$
3.16
$
3.45
Adjusted net income
$
1.44
$
1.58
$
3.86
$
4.32
____________________________
(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.
-11-
UPDATED 2026 OUTLOOK
NON-GAAP RECONCILIATION SCHEDULE
(in thousands of U.S. dollars, except where noted)
Reconciliation of Adjusted EBITDA:
Updated 2026 Outlook
Net income
$
1,182,000
Plus: Income tax provision
(a)
336,000
Plus: Interest expense, net
362,000
Plus: Depreciation and Depletion
1,120,000
Plus: Amortization
192,000
Plus: Closure and post-closure accretion
42,091
Plus: Impairments and other operating items
(b)
139,901
Less: Other income, net
(b)
(40,105)
Adjustments
(b)
Plus: Transaction-related expenses
12,952
Plus: Fair value changes to equity awards
(1,839)
Adjusted EBITDA
$
3,345,000
____________________________
(a)
Approximately 22.1% full year effective tax rate, including amounts reported for the nine month period ended September 30, 2026.
(b)
Reflects amounts reported for the nine month period ended September 30, 2026, as shown on page 9.
Reconciliation of Adjusted Free Cash Flow:
Updated 2026 Outlook
Low Estimate
High Estimate
Net cash provided by operating activities
$
2,636,836
$
2,686,836
Plus: Change in book overdraft
(a)
167
167
Plus: Proceeds from disposal of assets
(a)
5,470
5,470
Less: Capital expenditures for property and equipment
(1,250,000)
(1,250,000)
Adjustments:
(a)
Transaction-related expenses
9,058
9,058
Executive separation costs
978
978
Payment of contingent consideration recorded in earnings
1
1
Tax effect
(2,510)
(2,510)
Adjusted Free Cash Flow
$
1,400,000
$
1,450,000
____________________________
(a)
Reflects amounts reported for the nine month period ended September 30, 2026, as shown on page 10.
-12-
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):
October 21, 2026
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.)
3 Waterway Square Place
,
Suite 110
The Woodlands
,
Texas
77380
United States
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
905
)
532-7510
6220 Hwy 7
,
Suite 600
Woodbridge
Ontario
L4H 4G3
Canada
(Former name or former 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
NYSE Texas
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 October 21, 2026, Waste Connections, Inc., a corporation organized under the laws of Ontario, Canada (“Waste Connections” or the “Company”), issued a press release announcing its third quarter 2026 results and updated outlook for 2026. 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 2026 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 October 21, 2026, 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: October 21, 2026
BY:
/s/ Mary Anne Whitney
Mary Anne Whitney
Executive Vice President and Chief Financial Officer
----- wcn-ex99d1.htm -----
EX-99.1
2
wcn-ex99d1.htm
EX-99.1
_
Exhibit 99.1
WASTE CONNECTIONS REPORTS THIRD QUARTER 2026 RESULTS AND RAISES FULL YEAR OUTLOOK
-
Strong execution, improving solid waste landfill volumes and further strength in commodity-related revenues drive outsized results and another increase to full year outlook
-
Revenue of $2.638 billion, exceeding expectations
-
Net income of $359.2 million, and adjusted EBITDA
*
of $895.8 million, or 34.0% of revenue, above expectations
-
Net income and adjusted net income
*
of $1.43 and $1.58 per share, respectively
-
Year to date closed acquisitions of approximately $130 million in annualized revenues
-
Increases regular quarterly dividend by 10% and completes year to date share repurchases of over $1 billion
-
Second increase to full year 2026 outlook for revenue and adjusted EBITDA
*
THE WOODLANDS, TX, October 21, 2026
- Waste Connections, Inc. (TSX/NYSE: WCN) (“Waste Connections” or the “Company”) today announced its results for the third quarter of 2026.
"Another top to bottom beat in the period was driven by continued strength in operational execution along with improving trends in landfill activity and commodity-driven revenue. Sequential improvement of 70 basis points in solid waste unit volumes was led by an uptick in landfill volumes, with operating results continuing to reflect the benefits of elevated employee retention and record safety performance,” said Ronald J. Mittelstaedt, President and Chief Executive Officer.
"Most importantly, we overcame a late quarter surge in diesel pricing to deliver adjusted EBITDA margin
*
of 34% on underlying margin expansion of 50 basis points,” continued Mr. Mittelstaedt. “Our performance puts us firmly on track to exceed the increased full year 2026 outlook we provided in July for revenue and adjusted EBITDA
*
, and we remain positioned to deliver double-digit growth in adjusted free cash flow
*
of at least $1.4 billion. Additional acquisitions completed later this year, and further improvement in E&P waste activity or other commodity-driven revenues, would provide incremental benefit."
Mr. Mittelstaedt continued, "As anticipated, the strength of our operating performance, free cash flow generation and balance sheet positioned us for another double-digit annual increase in our quarterly cash dividend, our sixteenth in a row. Additionally, we continued our opportunistic share repurchases, bringing year to date outlays to over $1 billion for 2.5% of outstanding shares, demonstrating once again our ability to fund our differentiated growth strategy and acquisition activity, along with record return of capital to shareholders."
Q3 2026 Results
Revenue in the third quarter totaled $2.638 billion, up from $2.458 billion in the year ago period. Operating income was $541.7 million, which included $3.0 million in transaction-related expenses and $1.9 million in impairments and other operating items, partially offset by $0.6 million associated with fair value changes to equity awards. This compares to operating income of $439.6 million in the third quarter of 2025 that included $63.5 million primarily from the write-down of contracts and a non-operating E&P waste facility permit, an environmental liability at an operating facility and transaction-related expenses. Net income in the third quarter was $359.2 million, or $1.43 per share on a diluted basis of 251.9 million shares. In the year ago period, the Company reported net income of $286.3 million, or $1.11 per share on a diluted basis of 257.6 million shares.
-1-
Adjusted net income
*
in the third quarter was $398.9 million, or $1.58 per diluted share, versus $372.0 million, or $1.44 per diluted share, in the prior year period. Adjusted EBITDA
*
in the third quarter was $895.8 million, as compared to $830.3 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.
Nine Months Year to Date Results
For the nine months ended September 30, 2026, revenue was $7.570 billion, up from $7.094 billion in the year ago period. Operating income was $1.343 billion, which included $139.9 million from impairments and other operating items and $13.0 million in transaction-related expenses, partially offset by $1.8 million associated with fair value changes to equity awards. This compares to operating income in the prior year period of $1.289 billion, which included $70.6 million from impairments and other operating items and $20.3 million primarily attributable to transaction-related expenses and fair value changes to equity awards.
Net income for the nine months ended September 30, 2026 was $875.0 million, or $3.45 per share on a diluted basis of 253.9 million shares. In the year ago period, the Company reported net income of $818.1 million, or $3.16 per share on a diluted basis of 258.5 million shares.
Adjusted net income
*
for the nine months ended September 30, 2026 was $1.095 billion, or $4.32 per diluted share, compared to $998.3 million, or $3.86 per diluted share, in the year ago period. Adjusted EBITDA
*
for the nine months ended September 30, 2026 was $2.505 billion, as compared to $2.329 billion in the prior year period.
Updated 2026 Outlook
Waste Connections also updated its outlook for 2026, 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 2026 are subject to quarterly fluctuations. See reconciliations in the attached tables.
-
Revenue is estimated to be approximately $10.09 billion;
-
Net income is estimated to be approximately $1.18 billion, and adjusted EBITDA
*
is estimated to be approximately $3.345 billion;
-
Capital expenditures are estimated to be approximately $1.25 billion; and
-
Net cash provided by operating activities is estimated to be between $2.64 billion and $2.69 billion, and adjusted free cash flow
*
is estimated to be between $1.40 billion and $1.45 billion.
----------------------------------------------------------------------------------------------------------------------------------------------------
*
A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule
-2-
Q3 2026 Earnings Conference Call
Waste Connections will be hosting a conference call related to third quarter earnings on October 22
nd
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 "Events & Presentations" 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. Shortly after the conclusion of the conference call, a webcast replay will be available on the Waste Connections investor website or by clicking here.
About Waste Connections
Waste Connections 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. Waste Connections views its sustainability 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 2026 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
-3-
Waste Connections, Inc.
CONDENSED Consolidated Statements of NET INCOME
THRee AND NINE months ended SEPTEMBER 30, 2025 and 2026
(Unaudited)
(in thousands of U.S. dollars, except share and per share amounts)
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Revenues
$
2,458,378
$
2,638,081
$
7,093,609
$
7,570,319
Operating expenses:
Cost of operations
1,406,854
1,501,143
4,091,153
4,341,459
Selling, general and administrative
236,476
253,934
729,576
765,546
Depreciation
263,999
290,625
763,727
836,387
Amortization of intangibles
51,331
48,783
149,209
143,647
Impairments and other operating items
60,127
1,851
70,598
139,901
Operating income
439,591
541,745
1,289,346
1,343,379
Interest expense
(84,449)
(96,376)
(248,074)
(275,298)
Interest income
5,090
2,988
9,174
10,227
Other income, net
14,542
2,768
26,463
40,105
Income before income tax provision
374,774
451,125
1,076,909
1,118,413
Income tax provision
(88,503)
(91,901)
(258,852)
(243,446)
Net income
$
286,271
$
359,224
$
818,057
$
874,967
Earnings per common share:
Basic
$
1.11
$
1.43
$
3.17
$
3.45
Diluted
$
1.11
$
1.43
$
3.16
$
3.45
Shares used in the per share calculations:
Basic
256,948,902
251,338,542
257,835,515
253,369,277
Diluted
257,580,321
251,873,132
258,484,698
253,855,805
Cash dividends per common share
$
0.315
$
0.350
$
0.945
$
1.050
-4-
Waste Connections, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands of U.S. dollars, except share and per share amounts)
December 31,
2025
September 30,
2026
ASSETS
Current assets:
Cash and equivalents
$
45,968
$
95,694
Accounts receivable, net of allowance for credit losses of $21,402 and $23,669 at December 31, 2025 and September 30, 2026, respectively
1,024,992
1,106,208
Prepaid expenses and other current assets
240,603
235,136
Total current assets
1,311,563
1,437,038
Restricted cash
183,612
183,125
Restricted investments
80,757
73,896
Property and equipment, net
8,733,327
9,005,291
Operating lease right-of-use assets
312,508
320,279
Goodwill
8,392,249
8,413,634
Intangible assets, net
2,006,200
1,967,946
Other assets, net
109,147
109,059
Total assets
$
21,129,363
$
21,510,268
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
765,227
$
811,498
Book overdraft
14,674
14,841
Deferred revenue
416,025
436,145
Accrued liabilities
810,367
776,370
Current portion of operating lease liabilities
44,272
48,043
Current portion of contingent consideration
65,029
60,120
Current portion of long-term debt and notes payable
8,667
7,801
Total current liabilities
2,124,261
2,154,818
Long-term portion of debt and notes payable
8,811,104
9,427,069
Long-term portion of operating lease liabilities
267,000
275,113
Long-term portion of contingent consideration
19,667
19,464
Deferred income taxes
1,085,613
1,146,675
Other long-term liabilities
576,337
603,087
Total liabilities
12,883,982
13,626,226
Commitments and contingencies
Shareholders’ Equity:
Common shares: Unlimited shares authorized; 255,661,011 shares issued and 255,614,663 shares outstanding at December 31, 2025; 250,293,972 shares issued and 250,247,624 shares outstanding at September 30, 2026
2,783,431
1,845,308
Additional paid-in capital
373,239
406,383
Accumulated other comprehensive loss
(111,044)
(176,879)
Treasury shares: 46,348 and 46,348 shares at December 31, 2025 and September 30, 2026, respectively
-
-
Retained earnings
5,199,755
5,809,230
Total shareholders’ equity
8,245,381
7,884,042
Total liabilities and shareholders’ equity
$
21,129,363
$
21,510,268
-5-
Waste Connections, Inc.
Condensed Consolidated Statements of Cash Flows
NINE months ended SEPTEMBER 30, 2025 and 2026
(Unaudited)
(in thousands of U.S. dollars)
Nine months ended
September 30,
2025
2026
Cash flows from operating activities:
Net income
$
818,057
$
874,967
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from disposal of assets, impairments and other
71,614
10,222
Adjustments to closure and post-closure liabilities
-
131,977
Depreciation
763,727
836,387
Amortization of intangibles
149,209
143,647
Deferred income taxes, net of acquisitions
93,839
62,316
Current period provision for expected credit losses
9,321
19,488
Amortization of debt issuance costs
6,271
6,949
Share-based compensation
60,432
61,824
Interest accretion
38,411
33,311
Payment of contingent consideration recorded in earnings
(400)
(1)
Adjustments to contingent consideration
30,874
(1,315)
Other
(7,046)
(7,411)
Net change in operating assets and liabilities, net of acquisitions
(177,119)
(201,550)
Net cash provided by operating activities
1,857,190
1,970,811
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired
(627,310)
(368,682)
Capital expenditures for property and equipment
(794,937)
(893,732)
Capital expenditures for undeveloped land
-
(56,192)
Proceeds from disposal of assets
9,153
5,470
Other
(20,819)
1,863
Net cash used in investing activities
(1,433,913)
(1,311,273)
Cash flows from financing activities:
Proceeds from long-term debt
2,222,235
2,668,176
Principal payments on notes payable and long-term debt
(1,808,598)
(2,022,304)
Payment of contingent consideration recorded at acquisition date
(28,324)
(11,211)
Change in book overdraft
(336)
167
Payments for repurchase of common shares
(442,176)
(944,432)
Payments for cash dividends
(243,950)
(265,492)
Tax withholdings related to net share settlements of equity-based compensation
(31,306)
(29,279)
Debt issuance costs
(4,825)
(9,572)
Proceeds from issuance of shares under employee share purchase plan
5,464
6,309
Proceeds from sale of common shares held in trust
324
-
Net cash used in financing activities
(331,492)
(607,638)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
627
(2,661)
Net increase in cash, cash equivalents and restricted cash
92,412
49,239
Cash, cash equivalents and restricted cash at beginning of period
198,173
229,580
Cash, cash equivalents and restricted cash at end of period
$
290,585
$
278,819
-6-
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 nine month periods ended September 30, 2026:
Three months ended
September 30, 2026
Nine months ended
September 30, 2026
Yield
(a)
4.3%
4.5%
Surcharges
1.3%
0.8%
Unit Volume
(a)
(1.2%)
(1.5%)
Recycling
0.3%
(0.1%)
Foreign Exchange Impact
(0.2%)
0.1%
Total
4.5%
3.8%
Core Price
(b)
5.5%
5.7%
-----------------------------------------------------------------------------
(a)
In the first quarter of 2026, WCN began providing a breakdown of organic growth in solid waste collection, transfer and disposal to include Yield and Unit Volume, which are performance metrics used by management to evaluate the effectiveness of our pricing and organic growth strategies. Yield, or change in average price per unit of service, reflects the impacts of customer churn and new business activity and the resulting mix by line of business and by geographic segment; Unit Volume reflects estimated change in units of activity.
(b)
Core Price is defined as the revenue growth attributable to price increases, net of rollbacks, on solid waste collection, transfer and disposal customers. This definition is consistent with Core Price references provided in prior periods.
Revenue Breakdown:
The following table reflects a breakdown of our revenue for the three month periods ended September 30, 2025 and 2026:
Three months ended September 30, 2025
Revenue
Inter-company
Elimination
Reported
Revenue
%
Solid Waste Collection
$
1,730,339
$
(5,733)
$
1,724,606
70.1
%
Solid Waste Disposal and Transfer
804,442
(348,040)
456,402
18.6
%
Solid Waste Recycling
58,351
(2,110)
56,241
2.3
%
E&P Waste Treatment, Recovery and Disposal
188,679
(9,542)
179,137
7.3
%
Intermodal and Other
42,686
(694)
41,992
1.7
%
Total
$
2,824,497
$
(366,119)
$
2,458,378
100.0
%
Three months ended September 30, 2026
Revenue
Inter-company
Elimination
Reported
Revenue
%
Solid Waste Collection
$
1,825,657
$
(5,771)
$
1,819,886
69.0
%
Solid Waste Disposal and Transfer
866,609
(374,421)
492,188
18.7
%
Solid Waste Recycling
67,707
(3,001)
64,706
2.4
%
E&P Waste Treatment, Recovery and Disposal
222,636
(9,781)
212,855
8.1
%
Intermodal and Other
60,348
(11,902)
48,446
1.8
%
Total
$
3,042,957
$
(404,876)
$
2,638,081
100.0
%
-7-
ADDITIONAL STATISTICS (continued)
(in thousands of U.S. dollars, except where noted)
Contribution from Acquisitions
: The following table reflects revenues from acquisitions, net of divestitures, closed during or subsequent to the prior periods:
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Acquisitions, net
$
76,621
$
53,434
$
318,789
$
154,445
Other Cash Flow Items:
The following table reflects cash interest and cash taxes for the three and nine month periods ended September 30, 2025 and 2026:
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Cash Interest Paid
$
83,792
$
108,072
$
239,038
$
280,973
Cash Taxes Paid
50,394
44,792
141,535
143,970
Debt to Book Capitalization as of September 30, 2026:
54%
Internalization for the three months ended September 30, 2026:
58%
Days Sales Outstanding for the three months ended September 30, 2026:
39 (23 net of deferred revenue)
Share Information for the three months ended September 30, 2026:
Basic shares outstanding
251,338,542
Dilutive effect of equity-based awards
534,590
Diluted shares outstanding
251,873,132
-8-
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, 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
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Net income
$
286,271
$
359,224
$
818,057
$
874,967
Plus: Income tax provision
88,503
91,901
258,852
243,446
Plus: Interest expense
84,449
96,376
248,074
275,298
Less: Interest income
(5,090)
(2,988)
(9,174)
(10,227)
Plus: Depreciation and amortization
315,330
339,408
912,936
980,034
Plus: Closure and post-closure accretion
11,963
10,343
35,779
30,962
Plus: Impairments and other operating items
60,127
1,851
70,598
139,901
Less: Other income, net
(14,542)
(2,768)
(26,463)
(40,105)
Adjustments:
Plus: Transaction-related expenses
(a)
3,835
3,004
19,778
12,952
Plus/(Less): Fair value changes to equity awards
(b)
(509)
(570)
527
(1,839)
Adjusted EBITDA
$
830,337
$
895,781
$
2,328,964
$
2,505,389
As % of revenues
33.8%
34.0%
32.8%
33.1%
____________________________
(a)
Reflects the addback of acquisition-related transaction costs.
(b)
Reflects fair value accounting changes associated with certain equity awards.
-9-
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.
This measure is not meant to represent residual cash available for strategic acquisitions, stock repurchases, dividends or other discretionary expenditures since it does not adjust for mandatory debt service requirements and other non-discretionary expenditures. Other companies may calculate adjusted free cash flow differently.
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Net cash provided by operating activities
$
677,449
$
691,925
$
1,857,190
$
1,970,811
Plus/(Less): Change in book overdraft
(733)
(14,077)
(336)
167
Plus: Proceeds from disposal of assets
3,736
2,548
9,153
5,470
Less: Capital expenditures for property and equipment
(297,172)
(294,783)
(794,937)
(893,732)
Adjustments:
Transaction-related expenses
(a)
1,734
1,686
12,895
9,058
Executive separation costs
(b)
-
-
2,119
978
Payment of contingent consideration recorded in earnings
(c)
-
-
400
1
Pre-existing Progressive Waste share-based grants
(d)
-
-
16
-
Tax effect
(e)
(434)
(422)
(2,832)
(2,510)
Adjusted free cash flow
$
384,580
$
386,877
$
1,083,668
$
1,090,243
As % of revenues
15.6%
14.7%
15.3%
14.4%
___________________________
(a)
Reflects the addback of acquisition-related transaction costs.
(b)
Reflects the cash component of severance expense associated with an executive departure from 2023.
(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.
(d)
Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the period.
(e)
The aggregate tax effect of footnotes (a) through (d) is calculated based on the applied tax rates for the respective periods.
-10-
NON-GAAP RECONCILIATION SCHEDULE (continued)
(in thousands of U.S. dollars, except per share amounts)
Reconciliation of Adjusted Net Income and Adjusted Net Income per Diluted Share:
Adjusted net income and adjusted net income per diluted share, 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 and adjusted net income per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of Waste Connections’ operations. Waste Connections provides 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 the Company’s 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.
Three months ended
September 30,
Nine months ended
September 30,
2025
2026
2025
2026
Reported net income
$
286,271
$
359,224
$
818,057
$
874,967
Adjustments:
Amortization of intangibles
(a)
51,331
48,783
149,209
143,647
Impairments and other operating items
(b)
60,127
1,851
70,598
139,901
Transaction-related expenses
(c)
3,835
3,004
19,778
12,952
Fair value changes to equity awards
(d)
(509)
(570)
527
(1,839)
Tax effect
(e)
(29,005)
(13,412)
(59,903)
(74,177)
Adjusted net income
$
372,050
$
398,880
$
998,266
$
1,095,451
Diluted earnings per common share:
Reported net income
$
1.11
$
1.43
$
3.16
$
3.45
Adjusted net income
$
1.44
$
1.58
$
3.86
$
4.32
____________________________
(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.
-11-
UPDATED 2026 OUTLOOK
NON-GAAP RECONCILIATION SCHEDULE
(in thousands of U.S. dollars, except where noted)
Reconciliation of Adjusted EBITDA:
Updated 2026 Outlook
Net income
$
1,182,000
Plus: Income tax provision
(a)
336,000
Plus: Interest expense, net
362,000
Plus: Depreciation and Depletion
1,120,000
Plus: Amortization
192,000
Plus: Closure and post-closure accretion
42,091
Plus: Impairments and other operating items
(b)
139,901
Less: Other income, net
(b)
(40,105)
Adjustments
(b)
Plus: Transaction-related expenses
12,952
Plus: Fair value changes to equity awards
(1,839)
Adjusted EBITDA
$
3,345,000
____________________________
(a)
Approximately 22.1% full year effective tax rate, including amounts reported for the nine month period ended September 30, 2026.
(b)
Reflects amounts reported for the nine month period ended September 30, 2026, as shown on page 9.
Reconciliation of Adjusted Free Cash Flow:
Updated 2026 Outlook
Low Estimate
High Estimate
Net cash provided by operating activities
$
2,636,836
$
2,686,836
Plus: Change in book overdraft
(a)
167
167
Plus: Proceeds from disposal of assets
(a)
5,470
5,470
Less: Capital expenditures for property and equipment
(1,250,000)
(1,250,000)
Adjustments:
(a)
Transaction-related expenses
9,058
9,058
Executive separation costs
978
978
Payment of contingent consideration recorded in earnings
1
1
Tax effect
(2,510)
(2,510)
Adjusted Free Cash Flow
$
1,400,000
$
1,450,000
____________________________
(a)
Reflects amounts reported for the nine month period ended September 30, 2026, as shown on page 10.
-12-
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