Why was this outlook filed on Form 8-K?

The filing states that the outlook was highlighted during the April 24, 2025 earnings conference call and is furnished under Item 7.01 (Regulation FD Disclosure), so the information is publicly disseminated and is not deemed filed for purposes of Section 18 of the Exchange Act.

How does the company define Adjusted EBITDA?

Adjusted EBITDA is defined as net income attributable to Waste Connections, adjusted for noncontrolling interests, income tax provision, interest expense net of interest income, depreciation and amortization, closure and post-closure accretion, impairments and other operating items, and other income or expense, with further adjustments for items management believes affect assessment of operating performance. The company notes that other companies may calculate it differently.

What is the estimated effective tax rate and amortization impact?

The reconciliation schedule indicates an approximately 24.5% effective rate for the income tax provision, and estimated amortization of $50.0 million, approximately 2.1% of revenue, or $0.14 per diluted share net of taxes.

WCN 8-K: Regulation FD — Apr 24, 2025

Q: What did Waste Connections guide to for second-quarter 2025?

The company estimated second-quarter 2025 revenue of $2.375 billion to $2.400 billion, net income attributable to Waste Connections of $281.0 million to $285.5 million, and Adjusted EBITDA of $777 million to $785 million, or approximately 32.7% of revenue.

01—Abstract

Summary

Summary of the 8-K filed April 24, 2025. Cited figures are marked; the original filing is the authoritative source.

Waste Connections, Inc. furnished an 8-K on April 24, 2025 under Item 7.01 (Regulation FD Disclosure) to restate the second-quarter 2025 outlook it highlighted on its earnings conference call that day.

The company estimates second-quarter revenue of $2.375 billion to $2.400 billion^a, net income attributable to Waste Connections of $281.0 million to $285.5 million, and Adjusted EBITDA of $777 million to $785 million, or approximately 32.7% of revenue. The reconciliation schedule bridges net income to Adjusted EBITDA using estimated income tax provision of $91.0 million to $92.5 million (approximately a 24.5% effective rate), interest expense net of interest income of $82.0 million, depreciation and depletion of $261.0 million to $263.0 million (approximately 11.0% of revenue), amortization of $50.0 million (approximately 2.1% of revenue, or $0.14 per diluted share net of taxes), and closure and post-closure accretion of $12.0 million. The company states these estimates assume no significant change in underlying economic trends and exclude any impact from additional acquisitions that may close during the remainder of the second quarter and any transaction-related expenses.

The filing also includes the company's standard non-GAAP disclosure explaining that Adjusted EBITDA is used by investors and management as a performance and valuation measure in the solid waste industry, along with forward-looking statement cautions. The information in Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act.

02—Key points

Key Highlights

Q2 2025 revenue outlook of $2.375 billion to $2.400 billion.
Q2 2025 net income attributable to Waste Connections estimated at $281.0 million to $285.5 million.
Q2 2025 Adjusted EBITDA estimated at $777 million to $785 million, or approximately 32.7% of revenue.
Estimated income tax provision of $91.0 million to $92.5 million, reflecting an approximately 24.5% effective rate.
Estimated depreciation and depletion of $261.0 million to $263.0 million, approximately 11.0% of revenue.
Estimated amortization of $50.0 million, approximately 2.1% of revenue, or $0.14 per diluted share net of taxes.
Outlook excludes impact from additional acquisitions closing during the rest of the quarter and transaction-related expenses, and assumes no significant change in underlying economic trends.

03—Questions

Frequently Asked Questions

What did Waste Connections guide to for second-quarter 2025?
The company estimated second-quarter 2025 revenue of $2.375 billion to $2.400 billion, net income attributable to Waste Connections of $281.0 million to $285.5 million, and Adjusted EBITDA of $777 million to $785 million, or approximately 32.7% of revenue.
Why was this outlook filed on Form 8-K?
The filing states that the outlook was highlighted during the April 24, 2025 earnings conference call and is furnished under Item 7.01 (Regulation FD Disclosure), so the information is publicly disseminated and is not deemed filed for purposes of Section 18 of the Exchange Act.
What assumptions underlie the second-quarter estimates?
The estimates assume no significant change in underlying economic trends. They also exclude any impact from additional acquisitions that may close during the remainder of the second quarter and the expensing of transaction-related items during the period.
How does the company define Adjusted EBITDA?
Adjusted EBITDA is defined as net income attributable to Waste Connections, adjusted for noncontrolling interests, income tax provision, interest expense net of interest income, depreciation and amortization, closure and post-closure accretion, impairments and other operating items, and other income or expense, with further adjustments for items management believes affect assessment of operating performance. The company notes that other companies may calculate it differently.
What is the estimated effective tax rate and amortization impact?
The reconciliation schedule indicates an approximately 24.5% effective rate for the income tax provision, and estimated amortization of $50.0 million, approximately 2.1% of revenue, or $0.14 per diluted share net of taxes.

04—Continue

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