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UPLOAD Filing

Waste Connections, Inc.
Date: Sept. 8, 2025 · CIK: 0001318220 · Accession: 0000000000-25-009679

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File numbers found in text: 001-34370

Date
September 8, 2025
Author
Division of
Form
UPLOAD
Company
Waste Connections, Inc.

Letter

Re: Waste Connections, Inc. Form 10-K for the Fiscal Year ended December 31, 2024 Filed February 13, 2025 File No. 001-34370 Dear Mary Anne Whitney:

September 8, 2025

Mary Anne Whitney Chief Financial Officer Waste Connections, Inc. 6220 Hwy 7, Suite 600 Woodbridge, Ontario L4H 4G3 Canada

We have reviewed your filing and have the following comment.

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 10-K for the Fiscal Year ended December 31, 2024 Financial Statements Note 13 - Commitments and Contingencies, page 122 Legal Proceedings, page 123

1. We note that you identify six matters of litigation on pages 123-129 that could have a material adverse effect on your business, financial condition, results of operations or cash flows, although for each you state that you are "not able to determine the likelihood of any outcome." We also note that you include various risk factors concerning these matters under Item 1A. For example, on page 35, you reference environmental problems and state that these "could result in substantial remediation costs, regulatory enforcement actions and related fines or potential litigation," and on page 46, you reference litigation and governmental proceedings and state "the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require substantial payments, adversely affecting our consolidated financial condition, results of operations and cash flows." September 8, 2025 Page 2

Please expand your disclosures to clarify the extent of any accounting that has been reflected in your financial statements for such matters, to include the extent of any accruals that you have made and the periods impacted, also to specify the range of reasonably possible additional loss for each matter, or to clarify if such an estimate is not possible in which case also specify the amounts of any claims for damages and penalties, where such claims have been quantified by the counterparties.

Given the significant level of estimation uncertainty that appears to be characteristic of the difficulty you express in understanding the prospects for resolution, it appears that you should also expand your disclosures in (i) MD&A to include qualitative and quantitative information regarding the estimation uncertainty and the impact the critical accounting estimate has had, or is reasonably likely to have, on your financial condition and results of operations, to address the critical accounting estimate disclosure requirements in Item 303(b)(3) of Regulation S-K, and (ii) Note 3 to your financial statements to describe the policy that you have formulated, based on the guidance in FASB ASC 450-20, as to the accounting and disclosures related to loss contingencies, to comply with FASB ASC 235-10-50-1.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Lily Dang at 202-551-3867 or Robert Babula at 202-551-3339 if you have questions regarding comments on the financial statements and related matters.

Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation

Show Raw Text
<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 September 8, 2025

Mary Anne Whitney
Chief Financial Officer
Waste Connections, Inc.
6220 Hwy 7, Suite 600
Woodbridge, Ontario L4H 4G3
Canada

 Re: Waste Connections, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed February 13, 2025
 File No. 001-34370
Dear Mary Anne Whitney:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Financial Statements
Note 13 - Commitments and Contingencies, page 122
Legal Proceedings, page 123

1. We note that you identify six matters of litigation on pages 123-129
that could have a
 material adverse effect on your business, financial condition, results
of operations or
 cash flows, although for each you state that you are "not able to
determine the
 likelihood of any outcome." We also note that you include various risk
factors
 concerning these matters under Item 1A. For example, on page 35, you
reference
 environmental problems and state that these "could result in substantial
remediation
 costs, regulatory enforcement actions and related fines or potential
litigation," and on
 page 46, you reference litigation and governmental proceedings and state
"the
 possible outcomes or resolutions to these matters could include adverse
judgments or
 settlements, either of which could require substantial payments,
adversely affecting
 our consolidated financial condition, results of operations and cash
flows."
 September 8, 2025
Page 2

 Please expand your disclosures to clarify the extent of any accounting
that has
 been reflected in your financial statements for such matters, to include
the extent of
 any accruals that you have made and the periods impacted, also to
specify the range of
 reasonably possible additional loss for each matter, or to clarify if
such an estimate is
 not possible in which case also specify the amounts of any claims for
damages and
 penalties, where such claims have been quantified by the counterparties.

 Given the significant level of estimation uncertainty that appears to be
characteristic
 of the difficulty you express in understanding the prospects for
resolution, it appears
 that you should also expand your disclosures in (i) MD&A to include
qualitative and
 quantitative information regarding the estimation uncertainty and the
impact the
 critical accounting estimate has had, or is reasonably likely to have,
on your financial
 condition and results of operations, to address the critical accounting
estimate
 disclosure requirements in Item 303(b)(3) of Regulation S-K, and (ii)
Note 3 to your
 financial statements to describe the policy that you have formulated,
based on the
 guidance in FASB ASC 450-20, as to the accounting and disclosures
related to loss
 contingencies, to comply with FASB ASC 235-10-50-1.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Lily Dang at 202-551-3867 or Robert Babula at
202-551-3339 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>