FORWARD-LOOKING STATEMENTS



Certain statements contained in this Quarterly Report on Form 10-Q are
forward-looking in nature, including statements related to the impact of global
economic conditions, including the price of crude oil, on our volume, business
and results of operations; the impact of the COVID-19 outbreak on our business,
financial condition and results of operations; our ability to generate internal
growth or expand permitted capacity at landfills we own or operate; our ability
to grow through acquisitions and our expectations with respect to the impact of
acquisitions on our expected revenues and expenses following the integration of
such businesses; the competitiveness of our industry and how such competition
may affect our operating results; the possibility of losing contracts through
competitive bidding, early termination or governmental action; the effects of
financial difficulties of some of our customers, including governmental
entities, affecting their credit risk; our ability to provide adequate cash to
fund our operating activities; our ability to draw from our credit facility or
raise additional capital; our ability to generate free cash flow and reduce our
leverage; the impact on our tax positions by recent changes in U.S. tax law and
future changes in tax laws in the jurisdictions in which we operate; the effects
of landfill special waste projects on volume results; the impact that price
increases may have on our business and operating results; demand for recyclable
commodities and recyclable commodity pricing; the effects of seasonality on our
business and results of operations; our ability to obtain additional exclusive
arrangements; increasing alternatives to landfill disposal; increases in labor
and pension plan costs or the impact that labor union activity may have on our
operating results; operational and safety risks, including the risk of personal
injury to employees and others; our expectations with respect to the purchase of
fuel and fuel prices; our expectations with respect to capital expenditures; our
expectations with respect to the outcomes of our legal proceedings; the
impairment of our goodwill; insurance costs; disruptions to or breaches of our
information systems and other cybersecurity threats; and environmental, health
and safety laws and regulations, including changes to the regulation of
landfills, solid waste disposal, E&P waste disposal, or hydraulic fracturing.
 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, those listed below and elsewhere in this report and in our other
filings with the SEC, as well as in our filings during the year with the
Canadian Securities Administrators.  There may be additional risks of which we
are not presently aware or that we currently believe are immaterial which could
have an adverse impact on our business. We make no commitment to revise or
update any forward-looking statements in order to reflect events or
circumstances that may change.

OVERVIEW OF OUR BUSINESS



We are an integrated solid waste services company that provides non-hazardous
waste collection, transfer, disposal and recycling services in mostly exclusive
and secondary markets in the U.S. and Canada. Through our R360 Environmental
Solutions subsidiary, we are also a leading provider of non-hazardous
exploration and production, or E&P, waste treatment, recovery and disposal
services in several of the most active natural resource producing areas in the
U.S. We also provide intermodal services for the rail haul movement of cargo and
solid waste containers in the Pacific Northwest through a network of intermodal
facilities.

We generally seek to avoid highly competitive, large urban markets and instead
target markets where we can attain high market share either 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 believe that controlling the waste stream by providing collection
services under exclusive arrangements is often more important to our growth and
profitability than owning or operating landfills. We also target niche markets,
like E&P waste treatment and disposal services.

As of June 30, 2020, we served residential, commercial, industrial and E&P
customers in 42 states in the U.S. and six provinces in Canada:  Alabama,
Alaska, Arizona, Arkansas, California, Colorado, Florida, Georgia, Idaho,
Illinois, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New
Mexico, New York, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania,
Rhode

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Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin and Wyoming, and the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan.



The solid waste industry is local and highly competitive in nature, requiring
substantial labor and capital resources. The participants 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. Many 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. Controlling the point of transfer from haulers to landfills has become
increasingly important as landfills continue to close and disposal capacity
moves farther from the collection markets it serves.

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.

The E&P waste services industry is regional in nature and is also highly
fragmented, with acquisition opportunities available in several active natural
resource basins. Competition for E&P waste comes primarily from smaller regional
companies that utilize a variety of disposal methods and generally serve
specific geographic markets, and other solid waste companies. In addition,
customers in many markets have the option of using internal disposal methods or
outsourcing to another third-party disposal company. The principal competitive
factors in this business include: gaining customer approval of treatment and
disposal facilities; location of facilities in relation to customer activity;
reputation; reliability of services; track record of environmental compliance;
ability to accept multiple waste types at a single facility; and price.

The demand for our E&P waste services depends on the continued demand for, and
production of, oil and natural gas. Crude oil and natural gas prices
historically have been volatile. Macroeconomic and geopolitical conditions,
including a significant decline in oil prices driven by both surplus production
and supply, as well as the decrease in demand caused by factors including the
COVID-19 pandemic, have resulted in decreased levels of oil and natural gas
exploration and production activity and a corresponding decrease in demand for
our E&P waste services.  During the three months ended June 30, 2020, total
revenue for our E&P segment declined 43.3%, compared to the prior year period,
on oil rig count declines of over 60% in certain basins.  The most impacted
basins include the Williston Basin in North Dakota, the Eagle Ford Basin in
Texas and the Powder River Basin in Wyoming, all of which have relatively high
costs associated with drilling, making them less attractive than other basins,
including the Permian Basin in Texas and New Mexico. Additionally, across the
industry there is uncertainty regarding future demand for oil and related
services, as noted by several energy companies, many of whom are our E&P segment
customers. These companies have written down the values of their oil and gas
assets in anticipation of the potential for the decarbonization of their energy
product mix given an increased global focus on reducing greenhouse gases and
addressing climate change.  Such uncertainty regarding global demand has had a
significant impact on the investment and operating plans of our E&P waste
customers in the basins where we operate.  Based on these events and the outlook
for future drilling activity and resulting demand for our E&P waste services not
showing significant improvement, we concluded that the carrying value of
property and equipment at four landfills in our E&P segment exceeded their
estimated fair value, resulting in an impairment charge of $417.4 million.  See
Note 4 to our Condensed Consolidated Financial Statements included in Part 1,
Item 1 of this Quarterly Report on Form 10-Q for a further discussion of this
impairment charge.

THE IMPACT OF COVID-19 ON OUR RESULTS OF OPERATIONS


During the first quarter of 2020, the coronavirus disease 2019 ("COVID-19")
emerged across North America.  According to media reports, the first cases of
COVID-19 were identified in the United States on January 20, 2020 in Washington
State and in Canada on January 27, 2020 in the Province of Ontario.  The World
Health Organization declared COVID-19 a global pandemic on March 11, 2020.

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The COVID-19 outbreak did not significantly impact our financial results for the
quarter ended March 31, 2020.  However, the outbreak did begin to cause adverse
impacts on our business during March 2020, when we experienced decreasing
revenues associated with declines primarily in commercial collection, transfer
station and landfill volumes as a result of COVID-19 economic disruptions.  In
addition, and to a lesser extent, solid waste roll off revenue was impacted in
some markets, and year-over-year revenue reductions in our E&P segment resulting
primarily from the drop in the value of crude oil were driven by both surplus
production and supply, as well as the decrease in demand caused by factors
including the COVID-19 pandemic.  In late February we formed a task force to
commence preparedness in the event the scope of the COVID-19 outbreak expanded.
 Protecting the health, safety and welfare of our employees was and remains our
first priority, which led to our introduction of various health and safety
protocols in early March, including the distribution of safety and preparedness
updates, revised policies on employee time off, leaves of absence and short-term
disability, modifications to our operations to minimize community spread of
COVID-19, and enhanced resources to enable remote working, communications and
digital connectivity to help non-frontline employees work from home more
efficiently.

In recognition of the Company's status as an essential services provider, and to
reduce employee concerns regarding income, healthcare and family obligations, we
implemented a supplemental pay bonus for frontline employees representing 80% of
our workforce, emergency wages for employees out-of-work due to COVID-19 and
extended benefits coverage in markets where reductions in customer activity have
impacted employee hours.  In addition, we expanded our Employee Relief Fund and
initiated the Waste Connections Scholarship Program to help employee children
achieve their vocational, technical and university education goals.  These
actions increased our cost of operations nominally in the quarter and further
impacted the second quarter of 2020 as discussed below.  We also implemented a
number of measures to reduce our operating costs and preserve cash, which
included hiring limitations, wage freezes for all managers and region and
corporate personnel, restrictions on travel, group meetings and other
discretionary spending, and the suspension of the Company's 401(k) match
effective June 1.  In addition, we began and intend to continue deferring
qualified U.S. payroll and other tax payments as permitted by the Coronavirus
Aid, Relief, and Economic Security Act, or the CARES Act, which the U.S.
government enacted on March 27, 2020.  Through the second quarter of 2020, we
deferred $13.7 million in payroll taxes in conjunction with the CARES Act of
which 50% are due by December 31, 2021 and 50% are due by December 31, 2022.  To
the extent available, we may utilize similar programs being offered by the
federal and provincial governments in Canada.  With respect to our liquidity and
capital resources, as of June 30, 2020, the Company had $790.6 million of cash
and equivalents and $1.26 billion of remaining borrowing capacity under our
Credit Agreement, which matures in March 2023.

During the second quarter of 2020, our business was impacted by COVID-19 due to
a reduction in revenue primarily in solid waste commercial collection, roll off
activity and solid waste transfer and disposal resulting from a slowdown in
activity associated with shelter-in-place or other closure restrictions or
requirements imposed in response to the COVID-19 pandemic.  Commercial
collection activity slowed down in certain markets due to service reductions or
suspensions by customers whose business activity was curtailed by such measures,
with third party transfer and disposal volumes and roll off activity typically
following similar patterns, and some of the declines in E&P waste activity may
also be related to COVID-19.  The impacts to solid waste activity that we
experienced during the second quarter varied by geography, the size and customer
mix in each market, and the timing and extent of shutdown requirements and
reopening policies across markets.  In some markets, the impacts abated during
the second quarter, as reopenings resulted in increased service requirements by
commercial customers and higher landfill volumes and roll off activity; in other
cases, where reopenings were delayed or more limited, the improvements were less
pronounced.

Through the second quarter of 2020, about 53% of solid waste commercial
customers and 42% of associated revenue in competitive markets we track that had
suspended or reduced service due to COVID-19, had since reached out for either a
resumption of service or an increase in frequency.  Volumes in all of our solid
waste regions exceeded our initial expectations, resulting in solid waste
revenue down 5.3% on a same store basis in the quarter, about 0.7 percentage
points better than the expectations we provided in May.  Moreover, excluding the
most impacted markets in the Northeast and Canada, where closures were
widespread and volumes were most impacted, solid waste revenues were down only
1.3% year over year on a same store basis.

The ultimate impact of the COVID-19 outbreak on our business, results of operations, financial condition and cash flows will depend largely on future developments, including the duration and spread of the outbreak in the U.S. and



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Canada, its severity, the actions to contain the novel coronavirus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

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.

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RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019



The following table sets forth items in our Condensed Consolidated Statements of
Net Income (Loss) 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,
                                2020                     2019                       2020                    2019
Revenues                $ 1,305,782     100.0 %  $ 1,369,639    100.0 %     $ 2,658,187    100.0 %  $ 2,614,275    100.0 %
Cost of operations          785,710      60.2        815,819     59.6         1,601,134     60.2      1,549,508     59.3
Selling, general and
administrative              132,158      10.1        139,664     10.2           268,210     10.1        272,249     10.4
Depreciation                151,230      11.6        156,776     11.4           302,051     11.4        303,623     11.6
Amortization of
intangibles                  31,771       2.4         31,344      2.3            63,409      2.4         61,886      2.4
Impairments and
other operating
items                       437,270      33.5          3,902      0.3           438,777     16.5         20,014      0.7
Operating income
(loss)                    (232,357)    (17.8)        222,134     16.2          (15,394)    (0.6)        406,995     15.6

Interest expense           (40,936)     (3.1)       (37,245)    (2.7)          (78,926)    (3.0)       (74,533)    (2.9)
Interest income               1,317       0.1          1,818      0.1             3,493      0.1          5,129      0.2
Other income
(expense), net                5,772       0.4          1,920      0.2           (3,749)    (0.1)          4,581      0.2
Income tax
(provision) benefit          38,737       3.0       (39,788)    (2.9)            10,003      0.4       (67,756)    (2.6)
Net income (loss)         (227,467)    (17.4)        148,839     10.9          (84,573)    (3.2)        274,416     10.5
Net loss
attributable to
noncontrolling
interests                       395       0.0              9      0.0               536      0.0             54      0.0
Net income (loss)
attributable to
Waste Connections       $ (227,072)    (17.4) %  $   148,848     10.9 %     $  (84,037)    (3.2) %  $   274,470     10.5 %




Revenues.  Total revenues decreased $63.8 million, or 4.7%, to $1.306 billion
for the three months ended June 30, 2020, from $1.370 billion for the three
months ended June 30, 2019.  Total revenues increased $43.9 million, or 1.7%, to
$2.658 billion for the six months ended June 30, 2020, from $2.614 billion for
the six months ended June 30, 2019.

During the three months ended June 30, 2020, incremental revenue from
acquisitions closed during, or subsequent to, the three months ended June 30,
2019, increased revenues by approximately $45.0 million.  During the six months
ended June 30, 2020, incremental revenue from acquisitions closed during, or
subsequent to, the six months ended June 30, 2019, increased revenues by
approximately $109.1 million.

Operations that were divested subsequent to June 30, 2019 decreased revenues by
approximately $4.3 million and $8.8 million, respectively, for the three and six
months ended June 30, 2020.

During the three months ended June 30, 2020, the net increase in prices charged
to our customers at our existing operations was $54.4 million, consisting of
$57.1 million of core price increases, partially offset by a decrease from
surcharges of $2.7 million.  During the six months ended June 30, 2020, the net
increase in prices charged to our customers at our existing operations was
$118.9 million, consisting of $120.1 million of core price increases, partially
offset by a decrease in surcharges of $1.2 million.

During the three months and six months ended June 30, 2020, volume decreases in
our existing business decreased solid waste revenues by $121.2 million and
$125.2 million, respectively, due primarily to the economic disruptions
resulting from COVID-19 that began in March 2020 and continued throughout the
second quarter of 2020. The decreases during the six months ended June 30, 2020
resulting from COVID-19 were partially offset by increased landfill special
waste volumes in certain markets and the impact of one additional business day
resulting from leap year.

E&P revenues at facilities owned and fully-operated during the three and six
months ended June 30, 2020 and 2019 decreased $28.5 million and $32.4 million,
respectively. Decreases in the demand for crude oil as a result of economic
disruptions from COVID-19 resulted in a drop in the value of crude oil,
decreases in drilling and production activity levels

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and decreases in overall demand for our E&P waste services. Drilling and
production activity was also adversely impacted by the drop in the value of
crude oil due to the increased supply of oil resulting from Saudi Arabia and
Russia abandoning production quotas and increasing production levels, which was
exacerbated by the impact of COVID-19.

A decrease in the average Canadian dollar to U.S. dollar currency exchange rate
resulted in a decrease in revenues of $6.3 million and $8.0 million,
respectively, for the three and six months ended June 30, 2020.  The average
Canadian dollar to U.S. dollar exchange rates on our Canadian revenues were
0.7226 and 0.7476 in the three months ended June 30, 2020 and 2019,
respectively.  The average Canadian dollar to U.S. dollar exchange rates on our
Canadian revenues were 0.7338 and 0.7498 in the six months ended June 30, 2020
and 2019, respectively.

Revenues from sales of recyclable commodities at facilities owned during the
three and six months ended June 30, 2020 and 2019 decreased $0.5 million and
$4.9 million, respectively, due primarily to decreased collected commercial
recycling volumes caused by economic disruptions resulting from COVID-19 and
decreased prices for plastic and aluminum, partially offset by increased prices
for old corrugated cardboard and increased residential collection volumes.

Other revenues decreased by $2.4 million and $4.8 million, respectively, during
the three and six months ended June 30, 2020, due primarily to a reduction in
intermodal cargo volumes and a reduction in the price for natural gas associated
with the generation of landfill gas at our Canada segment.

Cost of Operations.  Total cost of operations decreased $30.1 million, or 3.7%,
to $785.7 million for the three months ended June 30, 2020, from $815.8 million
for the three months ended June 30, 2019. The decrease was primarily the result
of a decrease in operating costs at our existing operations of $50.9 million,
assuming foreign currency parity, a decrease in operating costs of $4.3 million
at operations divested during, or subsequent to, the three months ended June 30,
2019 and a decrease of $3.5 million resulting from a decrease in the average
foreign currency exchange rate in effect during the comparable reporting
periods, partially offset by $28.6 million of additional operating costs from
acquisitions closed during, or subsequent to, the three months ended June 30,
2019.

The decrease in operating costs at our existing operations for the three months
ended June 30, 2020 of $50.9 million, assuming foreign currency parity, included
the following decreases totaling $44.1 million which were directly attributable
to solid waste and E&P volume losses: a decrease in third-party disposal
expenses of $15.3 million, a decrease in third-party trucking and transportation
expenses of $10.6 million, a decrease in direct labor expenses of $8.3 million,
a decrease in truck, container, equipment and facility maintenance and repair
expenses of $4.2 million, a decrease in taxes on revenues of $1.8 million, a
decrease in subcontracted E&P operating and subcontracted solid waste hauling
expenses of $1.8 million, a decrease in expenses for processing recyclable
commodities of $1.1 million and a decrease in intermodal rail expenses of $1.0
million. The remaining decrease in operating costs of $6.8 million for the three
months ended June 30, 2020 consisted of a decrease in fuel expense of $10.9
million due to a decrease in the price of diesel fuel and declines in the volume
of fuel used in our operations, a decrease in employee medical benefits expenses
of $10.8 million due to a reduction in routine medical visits, a decrease in
401(k) matching expenses of $1.2 million as we suspended our 401(k) match as of
June 1, 2020 and $0.5 million of other net expense decreases, partially offset
by an increase of $10.1 million resulting from the payment of supplemental
bonuses to non-management employees to provide financial assistance associated
with the impact of COVID-19, an increase in other cash incentive compensation to
non-management personnel of $3.9 million to recognize the services they are
providing during the COVID-19 pandemic and an increase in expenses for auto and
workers' compensation claims of $2.6 million due primarily to higher adjustments
recorded in the prior year period to decrease projected losses on outstanding
claims.

Total cost of operations increased $51.6 million, or 3.3%, to $1.601 billion for
the six months ended June 30, 2020, from $1.550 billion for the six months ended
June 30, 2019. The increase was primarily the result of $68.5 million of
additional operating costs from acquisitions closed during, or subsequent to,
the six months ended June 30, 2019, partially offset by a decrease in operating
costs of $9.2 million at operations divested during, or subsequent to, the six
months ended June 30, 2019, a decrease of $4.2 million resulting from a decrease
in the average foreign currency exchange rate in effect during the comparable
reporting periods and a decrease in operating costs at our existing operations
of $3.5 million, assuming foreign currency parity.

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The decrease in operating costs at our existing operations of $3.5 million for
the six months ended June 30, 2020, assuming foreign currency parity, was
comprised of a decrease in third-party disposal expenses of $11.5 million due to
declines in our collection and transfer station volumes resulting from COVID-19
economic disruptions exceeding increases occurring in the first quarter of 2020
due primarily to disposal rate increases and roll off collection volume
increases in certain markets, a decrease in employee medical benefits expenses
of $10.8 million due to a reduction in routine medical visits, a decrease in
fuel expense of $9.9 million due to a decrease in the price of diesel fuel and
declines in the volume of fuel used in our operations, a decrease in third-party
trucking and transportation expenses of $9.0 million due to decreases in
disposal volumes resulting from COVID-19 economic disruptions exceeding
increases occurring in the first quarter of 2020 due primarily to increased
landfill special waste volumes we received requiring outsourced transportation
services, a decrease in insurance premiums of $2.2 million due primarily to the
prior year amount including the impact of additional expenses resulting from
premium audits, a decrease in compressed natural gas expense of $2.1 million due
primarily to the recognition in 2020 of tax credits associated with the purchase
of compressed natural gas and a decrease in intermodal rail expenses of $2.0
million due to a reduction in cargo volume, partially offset by an increase in
expenses for auto and workers' compensation claims of $12.8 million due
primarily to higher claims severity in the current year period and non-recurring
adjustments recorded in the prior year period to decrease projected losses on
outstanding claims, an increase of $11.5 million resulting from the payment of
supplemental bonuses to non-management employees to provide financial assistance
associated with the impact of COVID-19, an increase in labor expenses of $6.8
million due primarily to employee pay rate increases, an additional calendar and
business day in the current year period due to leap year, as well as emergency
wages and other COVID-19-related employee costs exceeding decreases in headcount
and hours worked attributable to solid waste and E&P volume reductions resulting
from COVID-19 economic disruptions, an increase in expenses for other cash
incentive compensation to non-management personnel of $5.3 million to recognize
the services they are providing during the COVID-19 pandemic, an increase in
truck, container, equipment and facility maintenance and repair expenses of $5.0
million due to parts and service rate increases and variability impacting the
timing of major repairs and $2.6 million of other net expense increases.

Cost of operations as a percentage of revenues increased 0.6 percentage points
to 60.2% for the three months ended June 30, 2020, from 59.6% for the three
months ended June 30, 2019. The increase as a percentage of revenues consisted
of a combined 1.1 percentage point increase from labor expenses, maintenance and
repair expenses and taxes on revenues not declining at the same rate as the
decline in our revenues at locations owned in the comparable periods due
primarily to the economic disruptions resulting from COVID-19, a 0.8 percentage
point increase resulting from the payment of supplemental bonuses to
non-management employees to provide financial assistance associated with the
impact of COVID-19, a 0.3 percentage point increase resulting from the accrual
of other cash incentive compensation to non-management personnel, a 0.3
percentage point increase from an increase in expenses for auto and workers'
compensation claims, a 0.3 percentage point increase from the net impact of cost
of operations expenses from acquisitions closed during, or subsequent to, the
three months ended June 30, 2019 and a 0.3 percentage point increase from all
other net changes, partially offset by a 0.8 percentage point decrease from
lower employee medical benefits expenses, a 0.6 percentage point decrease from
lower disposal expenses, a 0.6 percentage point decrease from lower diesel fuel
expenses and a 0.5 percentage point decrease from lower trucking and
transportation expenses.

Cost of operations as a percentage of revenues increased 0.9 percentage points
to 60.2% for the six months ended June 30, 2020, from 59.3% for the six months
ended June 30, 2019. The increase as a percentage of revenues consisted of a 0.5
percentage point increase from an increase in expenses for auto and workers'
compensation claims, a 0.5 percentage point increase from higher labor expenses,
a 0.4 percentage point increase resulting from the payment of supplemental
bonuses to non-management employees to provide financial assistance associated
with the impact of COVID-19, a 0.3 percentage point increase from the net impact
of cost of operations expenses from acquisitions closed during, or subsequent
to, the six months ended June 30, 2019, a 0.2 percentage point increase from the
impact of an additional calendar and business day in the current year period due
to leap year, a 0.2 percentage point increase resulting from the accrual of
other cash incentive compensation to non-management personnel and a 0.2
percentage point increase from higher maintenance and repair expenses, partially
offset by a 0.4 percentage point decrease from lower employee medical benefits
expenses, a 0.4 percentage point decrease from lower trucking and transportation
expenses, a 0.3 percentage point decrease from lower disposal expenses and a 0.3
percentage point decrease from lower diesel fuel expenses.

SG&A.  SG&A expenses decreased $7.5 million, or 5.4%, to $132.2 million for the
three months ended June 30, 2020, from $139.7 million for the three months

ended
June 30, 2019.  The decrease was comprised of a decline of $10.1

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million in SG&A expenses at our existing operations, assuming foreign currency
parity, and a decline of $0.6 million resulting from a decrease in the average
foreign currency exchange rate in effect during the comparable reporting
periods, partially offset by $3.2 million of additional SG&A expenses from
operating locations at acquisitions closed during, or subsequent to, the three
months ended June 30, 2019.

The decrease in SG&A expenses at our existing operations, assuming foreign
currency parity, of $10.1 million for the three months ended June 30, 2020 was
comprised of a collective decrease in travel, meeting, training and community
activity expenses of $11.2 million due to shelter at home and other restrictions
on our employees due to COVID-19 resulting in the cancellation of non-essential
off-site activities, a decrease in direct acquisition expenses of $5.2 million
due to a decline in acquisition activity, a decrease in employee medical
benefits expenses of $2.6 million due to a reduction in routine medical visits
and a decrease in legal expenses of $1.3 million due to the net impact of work
on legal matters being postponed resulting from temporary court closures
exceeding our benefit in the prior year period from receiving non-recurring
insurance reimbursements for legal expenses, partially offset by an increase in
expenses for uncollectible accounts receivable of $5.0 million due to customers
experiencing financial difficulties resulting from the economic impact of
COVID-19, an increase in deferred compensation expenses of $2.3 million as a
result of increases in the market value of investments to which employee
deferred compensation liability balances are tracked, an increase in accrued
recurring cash incentive compensation expense to our management of $1.7 million,
an increase of $1.1 million resulting from the payment of supplemental bonuses
to non-management employees to provide financial assistance associated with the
impact of COVID-19 and $0.1 million of other net expense increases.

SG&A expenses decreased $4.0 million, or 1.5%, to $268.2 million for the six
months ended June 30, 2020, from $272.2 million for the six months ended June
30, 2019.  The decrease was comprised of a decline of $9.9 million in SG&A
expenses at our existing operations, assuming foreign currency parity, and a
decline of $0.8 million resulting from a decrease in the average foreign
currency exchange rate in effect during the comparable reporting periods,
partially offset by $6.7 million of additional SG&A expenses from operating
locations at acquisitions closed during, or subsequent to, the six months ended
June 30, 2019.

The decrease in SG&A expenses at our existing operations, assuming foreign
currency parity, of $9.9 million for the six months ended June 30, 2020 was
comprised of a collective decrease in travel, meeting, training and community
activity expenses of $12.3 million due to shelter at home and other restrictions
on our employees due to COVID-19 resulting in the cancellation of non-essential
off-site activities, a decrease in direct acquisition expenses of $4.9 million
due to a decline in acquisition activity, a decrease in deferred compensation
expenses of $4.2 million as a result of decreases in the market value of
investments to which employee deferred compensation liability balances are
tracked, a decrease in employee medical benefits expenses of $2.8 million due to
a reduction in routine medical visits, a decrease in equity-based compensation
expenses of $1.3 million resulting primarily from non-recurring prior year
period adjustments to the amount of performance-based restricted share units
granted in 2017 that were estimated to ultimately vest and $1.5 million of other
net expense decreases, partially offset by an increase in expenses for
uncollectible accounts receivable of $6.2 million due to customers experiencing
financial difficulties resulting from the economic impact of COVID-19, an
increase in accrued recurring cash incentive compensation expense to our
management of $4.7 million, an increase in payroll expenses of $3.5 million as a
result of annual pay increases, additional paid time off benefits and the impact
of an additional working day during the six months ended June 30, 2020, an
increase in software licenses and subscriptions expenses of $1.5 million due
primarily to the addition of new sales and customer service applications and an
increase of $1.2 million resulting from the payment of supplemental bonuses to
non-management employees to provide financial assistance associated with the
impact of COVID-19.

SG&A expenses as a percentage of revenues decreased 0.1 percentage points to
10.1% for the three months ended June 30, 2020, from 10.2% for the three months
ended June 30, 2019. The decrease as a percentage of revenues consisted of a 0.9
percentage point decrease from a reduction in travel, meeting, training and
community activity expenses, a 0.4 percentage point decrease from lower direct
acquisition expenses and a 0.2 percentage point decrease from lower employee
medical benefits expenses, partially offset by our administrative headcount
staying relatively constant while our revenues declined due to economic
disruptions resulting from COVID-19 contributing to a 0.5 percentage point
increase associated with administrative salaries and wages, a 0.4 percentage
point increase due to higher expenses for uncollectible accounts receivable, a
0.3 percentage point increase from higher cash incentive compensation expense
and a 0.2 percentage point increase from higher deferred compensation expense.

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SG&A expenses as a percentage of revenues decreased 0.3 percentage points to
10.1% for the six months ended June 30, 2020, from 10.4% for the six months
ended June 30, 2019. The decrease as a percentage of revenues consisted of a 0.5
percentage point decrease from a reduction in travel, meeting, training and
community activity expenses, a 0.2 percentage point decrease from lower direct
acquisition expenses, a 0.2 percentage point decrease from reduced deferred
compensation expense and a 0.1 percentage point decrease from lower employee
medical benefits expenses, partially offset by a 0.3 percentage point increase
associated with administrative salaries and wages, a 0.2 percentage point
increase due to higher expenses for uncollectible accounts receivable and a 0.2
percentage point increase from higher cash incentive compensation expense.

Depreciation.  Depreciation expense decreased $5.6 million, or 3.5%, to $151.2
million for the three months ended June 30, 2020, from $156.8 million for the
three months ended June 30, 2019.  The decrease was comprised of a decrease in
depletion expense of $10.5 million at our existing landfills due primarily to
economic disruptions resulting from COVID-19 causing a decrease in E&P and
municipal solid waste volumes and a decrease of $0.8 million resulting from a
decrease in the average foreign currency exchange rate in effect during the
comparable reporting periods, partially offset by an increase in depreciation
and depletion expense of $4.4 million from acquisitions closed during, or
subsequent to, the three months ended June 30, 2019 and an increase in
depreciation expense at our existing operations of $1.3 million due primarily to
the impact of additions to our fleet and equipment purchased to support our
existing operations exceeding certain equipment acquired from the Progressive
Waste acquisition becoming fully depreciated subsequent to June 30, 2019.

Depreciation expense decreased $1.5 million, or 0.5%, to $302.1 million for the
six months ended June 30, 2020, from $303.6 million for the six months ended
June 30, 2019.  The decrease was comprised of a decrease in depletion expense of
$11.0 million at our existing landfills due primarily to economic disruptions
resulting from COVID-19 causing a decrease in E&P and municipal solid waste and
a decrease of $1.0 million resulting from a decrease in the average foreign
currency exchange rate in effect during the comparable reporting periods,
partially offset by an increase in depreciation and depletion expense of $10.5
million from acquisitions closed during, or subsequent to, the six months ended
June 30, 2019.

Depreciation expense as a percentage of revenues increased 0.2 percentage points
to 11.6% for the three months ended June 30, 2020, from 11.4% for the three
months ended June 30, 2019. The decrease in our revenues due to economic
disruptions resulting from COVID-19 contributed to a 0.6 percentage point
increase and depreciation and depletion expense from acquisitions closed during,
or subsequent to, the three months ended June 30, 2019, contributed to a 0.1
percentage point increase. These increases were partially offset by a 0.5
percentage point reduction attributable to reduced E&P and municipal solid waste
depletion.

Depreciation expense as a percentage of revenues decreased 0.2 percentage points
to 11.4% for the six months ended June 30, 2020, from 11.6% for the six months
ended June 30, 2019. The decrease as a percentage of revenues consisted of a 0.3
percentage point decrease resulting from declines in E&P and landfill municipal
solid waste volumes, partially offset by a 0.1 percentage point increase from
acquisitions closed during, or subsequent to, the six months ended June 30,
2019.

Amortization of Intangibles.  Amortization of intangibles expense increased $0.5
million, or 1.4%, to $31.8 million for the three months ended June 30, 2020,
from $31.3 million for the three months ended June 30, 2019. The increase was
the result of $3.8 million from intangible assets acquired in acquisitions
closed during, or subsequent to, the three months ended June 30, 2019, partially
offset by a decrease of $3.1 million from certain intangible assets becoming
fully amortized subsequent to June 30, 2019 and a decrease of $0.2 million
resulting from a decrease in the average foreign currency exchange rate in
effect during the comparable reporting periods.

Amortization of intangibles expense increased $1.5 million, or 2.5%, to $63.4
million for the six months ended June 30, 2020, from $61.9 million for the six
months ended June 30, 2019. The increase was the result of $8.2 million from
intangible assets acquired in acquisitions closed during, or subsequent to, the
six months ended June 30, 2019, partially offset by a decrease of $6.4 million
from certain intangible assets becoming fully amortized subsequent to June 30,
2019 and a decrease of $0.3 million resulting from a decrease in the average
foreign currency exchange rate in effect during the comparable reporting
periods.

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Amortization expense as a percentage of revenues increased 0.1 percentage points
to 2.4% for the three months ended June 30, 2020, from 2.3% for the three months
ended June 30, 2019. Amortization expense as a percentage of revenues was
unchanged at 2.4% for the six months ended June 30, 2020 and 2019.

Impairments and Other Operating Items.  Impairments and other operating items
increased $433.4 million, to net losses totaling $437.3 million for the three
months ended June 30, 2020, including an impairment charge at our E&P segment of
$417.4 million, from net losses totaling $3.9 million for the three months ended
June 30, 2019.

Macroeconomic and geopolitical conditions, including a significant decline in
oil prices driven by both surplus production and supply, as well as the decrease
in demand caused by factors including the COVID-19 pandemic, have resulted in
decreased levels of oil and natural gas exploration and production activity and
a corresponding decrease in demand for our E&P waste services.  During the three
months ended June 30, 2020, total revenue for our E&P segment declined 43.3%,
compared to the prior year period, on oil rig count declines of over 60% in
certain basins.  The most impacted basins include the Williston Basin in North
Dakota, the Eagle Ford Basin in Texas and the Powder River Basin in Wyoming, all
of which have relatively high costs associated with drilling, making them less
attractive than other basins, including the Permian Basin in Texas and New
Mexico.  Additionally, across the industry there is uncertainty regarding future
demand for oil and related services, as noted by several energy companies, many
of whom are our E&P segment customers.  These companies have written down the
values of their oil and gas assets in anticipation of the potential for the
decarbonization of their energy product mix given an increased global focus on
reducing greenhouse gases and addressing climate change.  Such uncertainty
regarding global demand has had a significant impact on the investment and
operating plans of our E&P waste customers in the basins where we operate.

Based on these events, we concluded that a triggering event occurred which
required us to perform an impairment test of the property and equipment and
intangible assets of our E&P segment as of June 30, 2020. As a result of the
impairment test, we concluded that the carrying value of four landfills in our
E&P segment exceeded their estimated fair value, resulting in an impairment
charge of $417.4 million to property and equipment.

The remaining net losses of $19.9 million recorded during the three months ended
June 30, 2020 consisted of $16.8 million of expenses associated with adjusting
the carrying value of liabilities for contingent consideration associated with
acquisitions closed in prior periods, $1.7 million of losses on property and
equipment that were disposed of through sales or as a result of being damaged in
operations and $1.6 million of charges to terminate or write off the carrying
cost of certain contracts that were not, or are not expected to be, renewed
prior to their original estimated termination date, partially offset by $0.2
million of other net credits to expense.

The net losses of $3.9 million recorded during the three months ended June 30,
2019 consisted of $1.7 million of losses on property and equipment that were
disposed of through sales or as a result of being damaged in operations, $1.3
million of expenses associated with the settlement of various litigation claims
and $0.9 million of charges to terminate or write off the carrying cost of
certain contracts that were not, or are not expected to be, renewed prior to
their original estimated termination date.

Impairments and other operating items increased $418.8 million, to net losses
totaling $438.8 million for the six months ended June 30, 2020, from net losses
totaling $20.0 million for the six months ended June 30, 2019.

The net losses of $438.8 million recorded during the six months ended June 30,
2020 consisted of the aforementioned charges of $417.4 million at our E&P
segment and $16.8 million to adjust the carrying value of liabilities for
contingent consideration, as well as $2.5 million of charges to terminate or
write off the carrying cost of certain contracts that were not, or are not
expected to be, renewed prior to their original estimated termination date, $1.5
million of losses on property and equipment that were disposed of through sales
or as a result of being damaged in operations and $0.6 million of other net
charges.

The net losses of $20.0 million recorded during the six months ended June 30,
2019 consisted of $13.1 million of charges to terminate or write off the
carrying cost of certain contracts that were not, or are not expected to be,
renewed prior to their original estimated termination date, $4.2 million of
losses on property and equipment that were disposed of through sales or as a
result of being damaged in operations, $1.7 million of expenses associated

with
the settlement of

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various litigation claims and a $1.5 million expense charge to increase the fair
value of amounts payable under liability-classified contingent consideration
arrangements from acquisitions closed in periods prior to 2018, partially offset
by $0.5 million of other gains.

Operating Income (Loss).  Operating income (loss) decreased $454.5 million to an
operating loss of $232.4 million for the three months ended June 30, 2020, from
operating income of $222.1 million for the three months ended June 30, 2019.
Operating income (loss) decreased $422.4 million to an operating loss of $15.4
million for the six months ended June 30, 2020, from operating income of $407.0
million for the six months ended June 30, 2019. The decreases were primarily
attributable to declines in our existing solid waste and E&P disposal businesses
resulting from the impact of COVID-19 and an increase in impairments and other
operating charges, partially offset by solid waste price increases and operating
income generated from acquisitions.

Operating income (loss) as a percentage of revenues decreased 34.0 percentage
points to a loss of 17.8% for the three months ended June 30, 2020, from income
of 16.2% for the three months ended June 30, 2019.  The decrease as a percentage
of revenues was comprised of a 33.2 percentage point increase in impairments and
other operating items, a 0.6 percentage point increase in cost of operations, a
0.2 percentage point increase in depreciation expense and a 0.1 percentage point
increase in amortization expense, partially offset by a 0.1 percentage point
decrease in SG&A expense.

Operating income as a percentage of revenues decreased 16.2 percentage points to
a loss of 0.6% for the six months ended June 30, 2020, from income of 15.6% for
the six months ended June 30, 2019.  The decrease as a percentage of revenues
was comprised of a 15.8 percentage point increase in impairments and other
operating items and a 0.9 percentage point increase in cost of operations,
partially offset by a 0.3 percentage point decrease in SG&A expense and a 0.2
percentage point decrease in depreciation expense.

Interest Expense.  Interest expense increased $3.7 million, or 9.9%, to
$40.9 million for the three months ended June 30, 2020, from $37.2 million for
the three months ended June 30, 2019. The increase was primarily attributable to
an increase of $3.9 million from the January 2020 issuance of our 2030 Senior
Notes, an increase of $3.8 million from the March 2020 issuance of our 2050
Senior Notes, an increase of $0.7 million from the April 2019 issuance of our
2029 Senior Notes and $0.3 million of other net increases, partially offset by a
decrease of $2.7 million due to a decrease in the average borrowings outstanding
under our Credit Agreement and a decrease of $2.3 million from the repayment of
$175.0 million of our 5.25% Senior Notes due 2019, or the 2019 Senior Notes.

Interest expense increased $4.4 million, or 5.9%, to $78.9 million for the six
months ended June 30, 2020, from $74.5 million for the six months ended June 30,
2019. The increase was primarily attributable to an increase of $6.9 million
from the January 2020 issuance of our 2030 Senior Notes, an increase of $5.1
million from the April 2019 issuance of our 2029 Senior Notes, an increase of
$4.6 million from the March 2020 issuance of our 2050 Senior Notes and $0.2
million of other net increases, partially offset by a decrease of $7.8 million
due to a decrease in the average borrowings outstanding under our Credit
Agreement and a decrease of $4.6 million from the repayment of our 2019 Senior
Notes.

Interest Income.  Interest income decreased $0.5 million, to $1.3 million for
the three months ended June 30, 2020, from $1.8 million for the three months
ended June 30, 2019.  Interest income decreased $1.6 million, to $3.5 million
for the six months ended June 30, 2020, from $5.1 million for the six months
ended June 30, 2019. The decreases were primarily attributable to lower
reinvestment rates in the current period.

Other Income (Expense).  Other income (expense) increased $3.9 million, to an
income total of $5.8 million for the three months ended June 30, 2020, from an
income total of $1.9 million for the three months ended June 30, 2019. The
increase was due primarily to a $2.6 million increase in the value of
investments purchased to fund our employee deferred compensation obligations due
to stock market valuation increases and $1.3 million of other net income
increases.

Other income (expense) decreased $8.3 million, to an expense total of $3.7
million for the six months ended June 30, 2020, from an income total of $4.6
million for the six months ended June 30, 2019. The decrease was due primarily
to a $4.1 million decrease in the value of investments purchased to fund our
employee deferred compensation obligations due to stock market valuation
declines, a $3.0 million adjustment to increase certain accrued liabilities
acquired in the 2016 Progressive Waste acquisition and $1.2 million of other net
expense increases.

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Income Tax (Provision) Benefit.  Income taxes decreased $78.5 million, to a
benefit total of $38.7 million for the three months ended June 30, 2020, from an
expense total of $39.8 million for the three months ended June 30, 2019.  Our
effective tax benefit rate for the three months ended June 30, 2020 was 14.6%.
Our effective tax expense rate for the three months ended June 30, 2019 was
21.1%.  Income taxes decreased $77.8 million, to a benefit total of $10.0
million for the six months ended June 30, 2020, from an expense total of $67.8
million for the six months ended June 30, 2019.  Our effective tax benefit rate
for the six months ended June 30, 2020 was 10.6%. Our effective tax expense rate
for the six months ended June 30, 2019 was 19.8%.

The income tax benefit for the three and six months ended June 30, 2020 included
a $27.4 million expense associated with certain 2019 related-party payments no
longer being deductible for tax purposes due to the finalization of tax
regulations on April 7, 2020 under Internal Revenue Code section 267A and a $4.1
million expense related to an increase in our deferred income tax liabilities
resulting from the impairment of certain assets within our E&P segment, which
impacted the geographical apportionment of our state income taxes.
Additionally, the income tax benefit for the three and six months ended June 30,
2020 included a benefit of $0.2 million and $5.3 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, 2019 included a benefit of $0.3 million and $5.3 million, respectively, from share-based payment awards being recognized in the income statement when settled and 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.
The following table disaggregates our revenue by service line for the periods
indicated (dollars in thousands of U.S. dollars).




                                               Three Months Ended June 30,          Six Months Ended June 30,
                                                  2020               2019             2020              2019
Commercial                                   $       375,427     $    396,641    $      791,935     $    778,150
Residential                                          378,188          346,128           743,919          668,532
Industrial and construction roll off                 194,457          215,355           401,228          402,795
Total collection                                     948,072          958,124         1,937,082        1,849,477
Landfill                                             280,619          296,840           546,836          541,440
Transfer                                             189,085          204,561           369,851          365,752
Recycling                                             20,217           16,730            38,324           36,534
E&P                                                   40,152           68,039           105,530          134,869
Intermodal and other                                  27,811           31,134            57,829           63,971
Intercompany                                       (200,174)        (205,789)         (397,265)        (377,768)
Total                                        $     1,305,782     $  1,369,639    $    2,658,187     $  2,614,275




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 in the evaluation of segment operating performance as it is a
profit measure that is generally within the control of the operating segments.

We manage our operations through five geographic solid waste operating segments
and our E&P segment, which includes the majority of our E&P waste treatment and
disposal operations. Our five geographic solid waste operating

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segments and our E&P segment comprise our reportable segments. Each operating
segment is responsible for managing several vertically integrated operations,
which are comprised of districts.

At June 30, 2020, our Eastern segment services customers located in northern
Illinois, Kentucky, Maryland, Massachusetts, New Jersey, New York, North
Carolina, Pennsylvania, Rhode Island, South Carolina, eastern Tennessee,
Vermont, Virginia and Wisconsin; our Southern segment services customers located
in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, southern
Oklahoma, western Tennessee and Texas; our Western segment services customers
located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and
western Wyoming; our Central segment services customers located in Arizona,
Colorado, southern Illinois, Iowa, Kansas, Minnesota, Missouri, Nebraska, New
Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming; and our
Canada segment services customers located in the state of Michigan and in the
provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and
Saskatchewan. The E&P segment services E&P customers located in Louisiana, New
Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico.

Revenues, net of intercompany eliminations, for our reportable segments are shown in the following table in thousands of U.S. dollars and as a percentage of total revenues for the periods indicated:






                    Three Months Ended June 30,                          

Six Months Ended June 30,


                    2020                     2019                       2020                    2019
Eastern     $   318,891      24.4 %  $   323,621     23.6 %     $   651,093     24.5 %  $   616,448     23.6 %
Southern        297,099      22.8        298,015     21.8           606,486     22.8        585,343     22.4
Western         275,536      21.1        276,998     20.2           547,518     20.6        531,977     20.3
Central         216,620      16.6        218,361     15.9           425,162     16.0        396,238     15.2
Canada          161,269      12.3        188,527     13.8           331,692     12.5        356,874     13.6
E&P              36,367       2.8         64,117      4.7            96,236      3.6        127,395      4.9
            $ 1,305,782     100.0 %  $ 1,369,639    100.0 %     $ 2,658,187    100.0 %  $ 2,614,275    100.0 %



Segment EBITDA for our reportable segments is shown in the following table in thousands of U.S. dollars and as a percentage of segment revenues for the periods indicated:






                     Three Months Ended June 30,                   Six 

Months Ended June 30,


                      2020                 2019                    2020                  2019
Western         $  85,423    31.0 %  $  86,440    31.2 %     $ 166,451    30.4 %  $  163,444    30.7 %
Eastern            82,680    25.9 %     85,048    26.3 %       167,342    25.7 %     162,005    26.3 %
Central            79,705    36.8 %     74,506    34.1 %       152,856    36.0 %     137,534    34.7 %
Southern           76,119    25.6 %     74,511    25.0 %       150,637    24.8 %     148,889    25.4 %
Canada             53,675    33.3 %     67,664    35.9 %       113,073    34.1 %     126,908    35.6 %
E&P                13,011    35.8 %     33,433    52.1 %        44,813    46.6 %      65,042    51.1 %

Corporate(a)      (2,699)       -      (7,446)       -         (6,329)     

 -      (11,304)       -
                $ 387,914    29.7 %  $ 414,156    30.2 %     $ 788,843    29.7 %  $  792,518    30.3 %

Corporate functions include accounting, legal, tax, treasury, information

technology, risk management, human resources, training, direct acquisition (a) expenses, other administrative functions and share-based compensation expense

associated with Progressive Waste share-based grants outstanding at June 1,

2016 that were continued by the Company. Amounts reflected are net of

allocations to the six operating segments.

A reconciliation of segment EBITDA to Income (loss) before income tax provision is included in Note 11 to our Condensed Consolidated Financial Statements included in Part 1, Item 1 of this report.



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Significant changes in revenue and segment EBITDA for our reportable segments
for the three and six month periods ended June 30, 2020, compared to the three
and six month periods ended June 30, 2019, are discussed below:

Segment Revenue



Revenue in our Eastern segment decreased $4.7 million, or 1.5%, to $318.9
million for the three months ended June 30, 2020, from $323.6 million for the
three months ended June 30, 2019.  The components of the decrease consisted of
solid waste volume decreases of $50.3 million attributable primarily to COVID-19
economic disruptions driving declines in commercial collection, roll off
collection, transfer station and landfill volumes, net revenue reductions from
divestitures closed subsequent to June 30, 2019 of $4.3 million, decreased
recyclable commodity sales of $1.1 million resulting from a decrease in
recycling volumes collected and declines in prices for plastic and aluminum and
other revenue decreases of $0.4 million, partially offset by net revenue growth
from acquisitions closed during, or subsequent to, the three months ended June
30, 2019, of $36.2 million and net price increases of $15.2 million.

Revenue in our Eastern segment increased $34.7 million, or 5.6%, to $651.1
million for the six months ended June 30, 2020, from $616.4 million for the six
months ended June 30, 2019.  The components of the increase consisted of net
revenue growth from acquisitions closed during, or subsequent to, the six months
ended June 30, 2019, of $75.3 million and net price increases of $31.6 million,
partially offset by solid waste volume decreases of $60.2 million attributable
primarily to COVID-19 economic disruptions driving declines in commercial
collection, roll off collection, transfer station and landfill volumes, net
revenue reductions from divestitures closed subsequent to June 30, 2019 of $8.2
million, decreased recyclable commodity sales of $2.6 million resulting from a
decrease in recycling volumes collected and declines in prices for plastic and
aluminum and other revenue decreases of $1.2 million.

Revenue in our Southern segment decreased $0.9 million, or 0.3%, to $297.1
million for the three months ended June 30, 2020, from $298.0 million for the
three months ended June 30, 2019.  The components of the decrease consisted of
solid waste volume decreases of $19.2 million attributable primarily to COVID-19
economic disruptions driving declines in commercial collection, roll off
collection, transfer station and municipal solid waste landfill volumes and
other revenue decreases of $0.7 million, partially offset by net price increases
of $13.9 million and net revenue growth from acquisitions closed during, or
subsequent to, the three months ended June 30, 2019, of $5.1 million.

Revenue in our Southern segment increased $21.2 million, or 3.6%, to $606.5
million for the six months ended June 30, 2020, from $585.3 million for the six
months ended June 30, 2019.  The components of the increase consisted of net
price increases of $30.8 million and net revenue growth from acquisitions closed
during, or subsequent to, the six months ended June 30, 2019, of $12.2 million,
partially offset by solid waste volume decreases of $19.2 million attributable
primarily to COVID-19 economic disruptions driving declines in commercial
collection, roll off collection, transfer station and municipal solid waste
landfill volumes, decreased recyclable commodity sales of $1.5 million resulting
primarily from the impact of declines in prices for plastic and aluminum and
$1.1 million of other revenue decreases.

Revenue in our Western segment decreased $1.5 million, or 0.5%, to
$275.5 million for the three months ended June 30, 2020, from $277.0 million for
the three months ended June 30, 2019.  The components of the decrease consisted
of solid waste volume decreases of $9.9 million due to the net impact of
COVID-19 economic disruptions driving decreases in commercial collection, roll
off collection and landfill volumes and other revenue decreases of $1.2 million,
partially offset by net price increases of $8.2 million and net revenue growth
from acquisitions closed during, or subsequent to, the three months ended June
30, 2019, of $1.4 million.

Revenue in our Western segment increased $15.5 million, or 2.9%, to
$547.5 million for the six months ended June 30, 2020, from $532.0 million for
the six months ended June 30, 2019.  The components of the increase consisted of
net price increases of $16.2 million and net revenue growth from acquisitions
closed during, or subsequent to, the three months ended June 30, 2019, of $2.1
million, partially offset by intermodal revenue decreases of $1.5 million due to
a reduction in intermodal cargo volumes, solid waste volume decreases of $0.6
million due to the net impact of COVID-19 economic disruptions driving decreases
in commercial collection, roll off collection and landfill waste volumes
exceeding positive volumes generated during the first quarter of 2020 associated
with landfill municipal solid waste, residential collection and commercial
collection and other revenue decreases of $0.7 million.

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Revenue in our Central segment decreased $1.8 million, or 0.8%, to $216.6
million for the three months ended June 30, 2020, from $218.4 million for the
three months ended June 30, 2019.  The components of the decrease consisted of
solid waste volume decreases of $13.1 million due to the net impact of COVID-19
economic disruptions driving decreases in commercial collection, roll off
collection and landfill municipal solid waste volumes and other revenue
decreases of $0.7 million, partially offset by net price increases of $9.9
million and net revenue growth from acquisitions closed during, or subsequent
to, the three months ended June 30, 2019, of $2.1 million.

Revenue in our Central segment increased $29.0 million, or 7.3%, to $425.2
million for the six months ended June 30, 2020, from $396.2 million for the six
months ended June 30, 2019.  The components of the increase consisted of net
price increases of $21.0 million and revenue growth from acquisitions closed
during, or subsequent to, the six months ended June 30, 2019, of $19.1 million,
partially offset by solid waste volume decreases of $10.5 million due to the net
impact of COVID-19 economic disruptions driving decreases in commercial
collection, roll off collection and landfill municipal waste volumes exceeding
positive volumes generated during the first quarter of 2020 associated with roll
off collection and landfill special waste and other revenue decreases of $0.6
million.

Revenue in our Canada segment decreased $27.2 million, or 14.5%, to $161.3
million for the three months ended June 30, 2020, from $188.5 million for the
three months ended June 30, 2019. The components of the decrease consisted of
solid waste volume decreases of $28.6 million due to the net impact of COVID-19
economic disruptions driving decreases in all solid waste collection and
disposal lines of business, a decrease of $6.3 million resulting from a lower
average foreign currency exchange rate in effect during the comparable reporting
periods and a decrease of $1.4 million resulting from a reduction in natural gas
prices associated with the generation of landfill gas, partially offset by net
price increases of $7.1 million, increased recyclable commodity sales of $1.1
million resulting primarily from increases in the price for old corrugated
cardboard and other revenue increases of $0.9 million.

Revenue in our Canada segment decreased $25.2 million, or 7.1%, to $331.7
million for the six months ended June 30, 2020, from $356.9 million for the six
months ended June 30, 2019. The components of the decrease consisted of solid
waste volume decreases of $34.7 million due to the net impact of COVID-19
economic disruptions driving decreases in all solid waste collection and
disposal lines of business, a decrease of $8.0 million resulting from a lower
average foreign currency exchange rate in effect during the comparable reporting
periods and a decrease of $2.7 million resulting from reduced demand causing a
reduction in the prices for renewable energy credits and natural gas associated
with the generation of landfill gas, partially offset by net price increases of
$19.3 million and other revenue increases of $0.9 million.

Revenue in our E&P segment decreased $27.7 million, or 43.3%, to $36.4 million
for the three months ended June 30, 2020, from $64.1 million for the three
months ended June 30, 2019. Revenue in our E&P segment decreased $31.2 million,
or 24.5%, to $96.2 million for the six months ended June 30, 2020, from $127.4
million for the six months ended June 30, 2019. Decreases in the demand for
crude oil as a result of economic disruptions from COVID-19 resulted in a drop
in the value of crude oil, decreases in drilling and production activity levels
and decreases in overall demand for our E&P waste services. Drilling and
production activity were also adversely impacted by the drop in the value of
crude oil due to the increased supply of oil resulting from Saudi Arabia and
Russia abandoning production quotas and increasing production levels, which was
exacerbated by the impact of COVID-19.

Segment EBITDA



Segment EBITDA in our Western segment decreased $1.0 million, or 1.2%, to $85.4
million for the three months ended June 30, 2020, from $86.4 million for the
three months ended June 30, 2019.  The decrease was due primarily to an increase
of $2.1 million resulting from the payment of supplemental bonuses to
non-management employees to provide financial assistance associated with the
impact of COVID-19, a decrease in revenues of $1.5 million, an increase in
professional fees of $1.0 million due to non-recurring insurance reimbursements
for legal expenses recognized in the prior year period, an increase in corporate
overhead expense allocations of $0.9 million due to an increase in the overhead
allocation rate, a net $0.8 million increase in cost of operations and SG&A
expenses attributable to acquired operations and other expense increases of $0.7
million, partially offset by a decrease in employee medical benefits expenses of
$2.2 million due to a reduction in routine medical visits, a decrease in fuel
expense of $1.7 million due to a decrease in the price of diesel fuel and
declines in the volume of fuel used in our operations, a decrease in truck,

container, equipment and

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facility maintenance and repair expenses of $1.1 million due to reductions in equipment operating hours attributable to declines in solid waste volumes resulting from economic disruptions caused by COVID-19 and a decrease in intermodal rail expenses of $1.0 million due to a reduction in cargo volume.



Segment EBITDA in our Western segment increased $3.1 million, or 1.8%, to $166.5
million for the six months ended June 30, 2020, from $163.4 million for the six
months ended June 30, 2019.  The increase was due primarily to an increase in
revenues of $15.5 million, a decrease in intermodal rail expenses of $2.0
million due to a reduction in cargo volume, a decrease in employee medical
benefits expenses of $1.8 million due to a reduction in routine medical visits
and a decrease in fuel expense of $1.2 million due to a decrease in the price of
diesel fuel, partially offset by an increase in labor expenses of $3.9 million
due primarily to employee pay rate increases, an additional calendar and
business day in the current year period due to leap year, as well as emergency
wages and other COVID-19-related employee costs exceeding decreases in headcount
and hours worked attributable to solid waste volume reductions resulting from
COVID-19 economic disruptions, an increase of $2.4 million resulting from the
payment of supplemental bonuses to non-management employees to provide financial
assistance associated with the impact of COVID-19, an increases in taxes on
revenues of $2.3 million due primarily to price-led increases in revenues, an
increase in expenses for auto and workers' compensation claims of $1.9 million
due primarily to non-recurring adjustments recorded in the prior year period to
decrease projected losses on outstanding claims, an increase in third party
disposal expenses of $1.7 million due primarily to disposal rate increases and
higher residential collection tonnage, an increase of $1.2 million resulting
from higher costs per ton charged by third party processors of recyclable
commodities, an increase in third-party trucking and transportation expenses of
$1.1 million due primarily to increased rates charged by third parties to
provide trucking and an increase in landfill special waste volumes for which we
are responsible for providing transportation services, an increase in
professional fees of $0.9 million due to non-recurring insurance reimbursements
for legal expenses recognized in the prior year period, a net $0.8 million
increase in cost of operations and SG&A expenses attributable to acquired
operations and other expense increases of $1.2 million.

Segment EBITDA in our Eastern segment decreased $2.3 million, or 2.8%, to $82.7
million for the three months ended June 30, 2020, from $85.0 million for the
three months ended June 30, 2019.  The decrease was due primarily to a decrease
in employee medical benefits expenses of $3.7 million due to a reduction in
routine medical visits, a decrease in fuel expense of $3.1 million due to a
decrease in the price of diesel fuel and declines in the volume of fuel used in
our operations, other expense decreases of $3.1 million and the following
decreases totaling $21.1 million which were directly attributable to our solid
waste volume losses due to economic disruptions resulting from COVID-19: a
decrease in third-party trucking and transportation expenses of $6.1 million; a
decrease in direct labor expenses of $5.3 million; a decrease in third-party
disposal expenses of $4.1 million; a decrease in truck, container, equipment and
facility maintenance and repair expenses of $2.5 million; a decrease in expenses
for processing recyclable commodities of $1.7 million and a decrease in taxes on
revenues of $1.4 million, partially offset by a net $26.2 million increase in
cost of operations and SG&A expenses attributable to acquired operations, an
increase of $2.4 million resulting from the payment of supplemental bonuses to
non-management employees to provide financial assistance associated with the
impact of COVID-19, an increase in corporate overhead expense allocations of
$2.2 million due to an increase in the overhead allocation rate and an increase
in expenses for uncollectible accounts receivable of $2.1 million due to
customers experiencing financial difficulties resulting from the economic impact
of COVID-19 and a decrease in revenues of $0.4 million from operations owned in
the comparable periods and recognized from acquisitions closed during, or
subsequent to, the three months ended June 30, 2019.

Segment EBITDA in our Eastern segment increased $5.3 million, or 3.3%, to $167.3
million for the six months ended June 30, 2020, from $162.0 million for the six
months ended June 30, 2019.  The increase was due primarily to an increase in
revenues of $42.9 million from organic growth and acquisitions, collective
decreases totaling $15.6 million in third-party disposal expenses, third-party
trucking expenses, labor expenses, expenses for processing recyclable
commodities and taxes on revenues attributable to declines in solid waste
volumes resulting primarily from economic disruptions caused by COVID-19, a
decrease in employee medical benefits expenses of $3.8 million due to a
reduction in routine medical visits, a decrease in fuel expense of $3.4 million
due to a decrease in the price of diesel fuel and declines in the volume of fuel
used in our operations, an increase to EBITDA of $0.6 million from the impact of
operations disposed of during the six months ended June 30, 2020 and other
expense decreases of $0.4 million, partially offset by a net $54.3 million
increase in cost of operations and SG&A expenses attributable to acquired
operations, an increase of $2.7 million resulting from the payment of
supplemental bonuses to non-management employees to provide financial assistance
associated with the

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impact of COVID-19, an increase in expenses for uncollectible accounts
receivable of $2.7 million due to customers experiencing financial difficulties
resulting from the economic impact of COVID-19 and an increase in expenses for
auto and workers' compensation claims of $1.7 million due primarily to
non-recurring adjustments recorded in the prior year period to decrease
projected losses on outstanding claims.

Segment EBITDA in our Central segment increased $5.2 million, or 7.0%, to
$79.7 million for the three months ended June 30, 2020, from $74.5 million for
the three months ended June 30, 2019. The increase was due primarily to a
collective decrease in third-party disposal expenses and third-party trucking
expenses totaling $4.0 million attributable to declines in solid waste volumes
resulting from economic disruptions caused by COVID-19, a decrease in employee
medical benefits expenses of $2.6 million due to a reduction in routine medical
visits, a decrease in fuel expense of $1.4 million due to a decrease in the
price of diesel fuel and declines in the volume of fuel used in our operations
and other expense decreases of $2.0 million, partially offset by an increase of
$2.1 million resulting from the payment of supplemental bonuses to
non-management employees to provide financial assistance associated with the
impact of COVID-19, a decrease in revenues of $1.8 million and a net $0.9
million increase in cost of operations and SG&A expenses attributable to
acquired operations.

Segment EBITDA in our Central segment increased $15.4 million, or 11.1%, to
$152.9 million for the six months ended June 30, 2020, from $137.5 million for
the six months ended June 30, 2019. The increase was due primarily to an
increase in revenues of $29.0 million, a decrease in employee medical benefits
expenses of $2.8 million due to a reduction in routine medical visits, a
decrease in third-party disposal expenses of $1.6 million primarily attributable
to declines in solid waste volumes resulting from economic disruptions caused by
COVID-19, a decrease in fuel expense of $0.8 million due to a decrease in the
price of diesel fuel and other expense decreases of $1.3 million, partially
offset by a net $11.9 million increase in cost of operations and SG&A expenses
attributable to acquired operations, an increase in labor expenses of $4.5
million due primarily to employee pay rate increases, an additional calendar and
business day in the current year period due to leap year, as well as emergency
wages and other COVID-19-related employee costs exceeding decreases in headcount
and hours worked attributable to solid waste volume reductions resulting from
COVID-19 economic disruptions, an increase of $2.3 million resulting from the
payment of supplemental bonuses to non-management employees to provide financial
assistance associated with the impact of COVID-19 and an increase in expenses
for auto and workers' compensation claims of $1.4 million due primarily to
non-recurring adjustments recorded in the prior year period to decrease
projected losses on outstanding claims.

Segment EBITDA in our Southern segment increased $1.6 million, or 2.2%, to $76.1
million for the three months ended June 30, 2020, from $74.5 million for the
three months ended June 30, 2019.  The increase was due to a decrease in
third-party disposal expenses of $4.6 million attributable to declines in solid
waste volumes resulting from economic disruptions caused by COVID-19, a decrease
in employee medical benefits expenses of $4.2 million due to a reduction in
routine medical visits, a decrease in fuel expense of $1.4 million due to a
decrease in the price of diesel fuel and declines in the volume of fuel used in
our operations and a decrease in 401(k) matching expenses of $0.6 million as we
suspended our 401(k) match as of June 1, 2020, partially offset by a net $3.6
million increase in cost of operations and SG&A expenses attributable to
acquired operations, an increase of $3.1 million resulting from the payment of
supplemental bonuses to non-management employees to provide financial assistance
associated with the impact of COVID-19, an increase in truck, container,
equipment and facility maintenance and repair expenses of $1.4 million due to
variability impacting the timing of major repairs, a decrease in revenues of
$0.9 million and other expense increases of $0.2 million.

Segment EBITDA in our Southern segment increased $1.7 million, or 1.2%, to
$150.6 million for the six months ended June 30, 2020, from $148.9 million for
the six months ended June 30, 2019.  The increase was due primarily to an
increase in revenues of $21.2 million, a decrease in third-party disposal
expenses of $4.9 million primarily attributable to declines in solid waste
volumes resulting from economic disruptions caused by COVID-19, a decrease in
employee medical benefits expenses of $4.1 million due to a reduction in routine
medical visits, a decrease in compressed natural gas expense of $1.0 million due
primarily to the recognition in 2020 of tax credits associated with the purchase
of compressed natural gas, a decrease in 401(k) matching expenses of $0.6
million as we suspended our 401(k) match as of June 1, 2020, a decrease in fuel
expense of $0.6 million due to a decrease in the price of diesel fuel and other
expense decreases of $0.3 million, partially offset by a net $8.3 million
increase in cost of operations and SG&A expenses attributable to acquired
operations, an increase in expenses for auto and workers' compensation claims of
$7.5 million due primarily to higher claims severity in the current year period
and non-recurring adjustments recorded in the prior year period to decrease
projected losses on outstanding claims, an increase in truck, container,
equipment and facility

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maintenance and repair expenses of $5.4 million due to parts and service rate
increases and variability impacting the timing of major repairs, an increase in
labor expenses of $4.4 million due primarily to employee pay rate increases, an
additional calendar and business day in the current year period due to leap
year, as well as emergency wages and other COVID-19-related employee costs
exceeding decreases in headcount and hours worked attributable to solid waste
volume reductions resulting from COVID-19 economic disruptions, an increase of
$3.6 million resulting from the payment of supplemental bonuses to
non-management employees to provide financial assistance associated with the
impact of COVID-19 and an increase in third-party trucking and transportation
expenses of $1.8 million due primarily to transportation associated with
increased landfill special waste volumes.

Segment EBITDA in our Canada segment decreased $14.0 million, or 20.7%, to
$53.7 million for the three months ended June 30, 2020, from $67.7 million for
the three months ended June 30, 2019.  The decrease was comprised of a decrease
of $11.8 million assuming foreign currency parity during the comparable
reporting periods and a decrease of $2.2 million from a decrease in the average
foreign currency exchange rate in effect during the comparable reporting
periods. The $11.8 million decrease, which assumes foreign currency parity, was
due primarily to a decrease in revenues of $20.9 million, an increase of $1.1
million resulting from the payment of supplemental bonuses to non-management
employees to provide financial assistance associated with the impact of COVID-19
and an increase in expenses for uncollectible accounts receivable of $0.9
million due to customers experiencing financial difficulties resulting from the
economic impact of COVID-19, partially offset by collective decreases totaling
$7.2 million in third-party disposal expenses, third-party trucking expenses and
labor expenses attributable to declines in solid waste volumes resulting from
economic disruptions caused by COVID-19, a decrease in fuel expense of $2.4
million due to a decrease in the price of diesel fuel and declines in the volume
of fuel used in our operations and $1.5 million of other net expense decreases.

Segment EBITDA in our Canada segment decreased $13.8 million, or 10.9%, to
$113.1 million for the six months ended June 30, 2020, from $126.9 million for
the six months ended June 30, 2019.  The decrease was comprised of a decrease of
$11.0 million assuming foreign currency parity during the comparable reporting
periods and a decrease of $2.8 million from a decrease in the average foreign
currency exchange rate in effect during the comparable reporting periods. The
$11.0 million decrease, which assumes foreign currency parity, was due primarily
to a decrease in revenues of $17.2 million, an increase of $1.2 million
resulting from the payment of supplemental bonuses to non-management employees
to provide financial assistance associated with the impact of COVID-19 and an
increase in expenses for uncollectible accounts receivable of $1.1 million due
to customers experiencing financial difficulties resulting from the economic
impact of COVID-19, partially offset by collective decreases totaling $4.9
million in third-party disposal expenses and third-party trucking expenses
attributable to declines in solid waste volumes resulting primarily from
economic disruptions caused by COVID-19, a decrease in fuel expense of $2.9
million due to declines in the market price of diesel fuel and $0.7 million of
other net expense decreases.

Segment EBITDA in our E&P segment decreased $20.4 million, or 61.1%, to $13.0
million for the three months ended June 30, 2020, from $33.4 million for the
three months ended June 30, 2019.  The decrease was due primarily to a decrease
in revenues of $27.7 million, partially offset by the following expense
decreases which were directly attributable to the decline in revenues: a
decrease in operating activities outsourced to third-parties of $1.2 million; a
decrease in equipment and property repair and maintenance expenses of $1.1
million; a decrease in third-party trucking and transportation services of $1.0
million; a decrease in fuel expense of $0.9 million; a decrease in labor
expenses of $0.7 million; a decrease in royalty expenses paid on revenues of
$0.7 million and $1.7 million of other net expense decreases.

Segment EBITDA in our E&P segment decreased $20.2 million, or 31.1%, to $44.8
million for the six months ended June 30, 2020, from $65.0 million for the six
months ended June 30, 2019.  The decrease was due primarily to a decrease in
revenues of $31.2 million, partially offset by the following expense decreases
which were directly attributable to the decline in revenues: a decrease in
third-party trucking and transportation services of $2.7 million; a decrease in
operating activities outsourced to third-parties of $1.6 million; a decrease in
equipment and property repair and maintenance expenses of $1.4 million; a
decrease in disposal cell processing expenses of $1.2 million; a decrease in
fuel expense of $1.1 million; a decrease in royalty expenses paid on revenues of
$1.0 million and $2.0 million of other net expense decreases.

Segment EBITDA at Corporate increased $4.7 million, to a loss of $2.7 million
for the three months ended June 30, 2020, from a loss of $7.4 million for the
three months ended June 30, 2019.  The increase was due to a decrease in direct

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acquisition expenses of $5.2 million due to a decline in acquisition activity, a
collective decrease in travel, meeting, training and community activity expenses
of $4.1 million due to shelter at home and other restrictions on our employees
due to COVID-19 resulting in the cancellation of non-essential off-site
activities, an increase in corporate overhead allocated through charges to our
segments of $3.3 million due to an increase in expenses qualifying for
allocation resulting in an increase in the overhead allocation rates and a
decrease in professional fees of $2.3 million due primarily to reduced legal
expenses due to work on legal matters being postponed resulting from temporary
court closures, partially offset by an increase in accrued recurring cash
incentive compensation expense to our management and non-management employees of
$6.3 million, an increase in deferred compensation expenses of $2.3 million as a
result of increases in the market value of investments to which employee
deferred compensation liability balances are tracked and $1.6 million of other
net expense increases.

Segment EBITDA at Corporate increased $5.0 million, to a loss of $6.3 million
for the six months ended June 30, 2020, from a loss of $11.3 million for the six
months ended June 30, 2019.  The increase was due to a decrease in direct
acquisition expenses of $4.9 million due to a decline in acquisition activity, a
collective decrease in travel, meeting, training and community activity expenses
of $4.2 million due to shelter at home and other restrictions on our employees
due to COVID-19 resulting in the cancellation of non-essential off-site
activities, a decrease in deferred compensation expenses of $4.2 million as a
result of decreases in the market value of investments to which employee
deferred compensation liability balances are tracked, a decrease in professional
fees of $2.5 million due primarily to reduced legal expenses due to work on
legal matters being postponed resulting from temporary court closures and a
decrease in equity-based compensation expenses of $1.3 million resulting
primarily from non-recurring prior year period adjustments to the amount of
performance-based restricted share units granted in 2017 that were estimated to
ultimately vest, partially offset by an increase in accrued recurring cash
incentive compensation expense to our management and non-management employees of
$8.9 million, an increase in payroll and payroll related expenses of $1.6
million due to annual pay increases and increased employee termination pay, an
increase in software licenses and subscriptions expenses of $1.4 million due
primarily to the addition of new sales and customer service applications and
$0.2 million of other net expense increases.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth certain cash flow information for the six months ended June 30, 2020 and 2019 (in thousands of U.S. dollars):






                                                                     Six Months Ended
                                                                        June 30,
                                                                   2020           2019

Net cash provided by operating activities                       $   753,185    $   753,048
Net cash used in investing activities                             (359,956)

(640,290)


Net cash provided by (used) in financing activities                  67,515

(223,258)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

                                                   (541)            270
Net increase (decrease) in cash, cash equivalents and
restricted cash                                                     460,203

(110,230)


Cash, cash equivalents and restricted cash at beginning of
period                                                              423,221

403,966

Cash, cash equivalents and restricted cash at end of period $ 883,424

$   293,736

Operating Activities Cash Flows



For the six months ended June 30, 2020, net cash provided by operating
activities was $753.2 million. For the six months ended June 30, 2019, net cash
provided by operating activities was $753.0 million. The $0.2 million increase
was due primarily to the following:

Accounts receivable - Our increase in net cash provided by operating

activities was favorably impacted by $87.8 million from collections of

accounts receivable. Although our revenues were adversely impacted by

1) COVID-19, our operating cash flows benefit from the collection of outstanding

accounts receivable existing prior to the recent economic downturn, with


    accounts receivable at June 30, 2020 reflecting the impact of lower
    uncollected revenues.


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Accounts payable and accrued liabilities - Our increase in net cash provided

by operating activities was unfavorably impacted by $51.1 million from

accounts payable and accrued liabilities. Although certain operating expenses

declined as a result of solid waste and E&P volume losses due to economic

disruptions resulting from COVID-19, our operating cash flows are adversely

2) impacted from the payment of outstanding liabilities existing prior to the

recent economic downturn, with accounts payable and accrued liabilities at

June 30, 2020 reflecting the impact of lower unpaid expenses. This decrease

was partially offset by an increase in accrued payroll tax liabilities of

$13.7 million associated with our deferral of qualifying U.S. payroll and


    other tax payments as permitted by the CARES Act.


    Decrease in earnings - Our increase in net cash provided by operating

activities was unfavorably impacted by $33.6 million from a decrease in net

income (loss), excluding depreciation, amortization of intangibles,

3) amortization of leases, deferred income taxes, share-based compensation,

adjustments to and payments of contingent consideration recorded in earnings

and loss on disposal of assets and impairments, due primarily to economic

disruptions resulting from COVID-19.




As of June 30, 2020, we had a working capital surplus of $465.6 million,
including cash and equivalents of $790.6 million.  Our working capital surplus
increased $342.2 million from a working capital surplus of $123.4 million at
December 31, 2019, including cash and equivalents of $326.7 million, due
primarily to the impact of increased cash balances and higher short-term
contingent consideration liabilities being partially offset by reductions in
accounts receivable and prepaid income taxes. 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 Credit Agreement and to minimize
our cash balances.

Investing Activities Cash Flows



Net cash used in investing activities decreased $280.3 million to $360.0 million
for the six months ended June 30, 2020, from $640.3 million for the six months
ended June 30, 2019. The significant components of the decrease included the
following:

1) A decrease in cash paid for acquisitions of $295.1 million due primarily to a

decrease in acquisitions closed during the six months ended June 30, 2020;

2) An increase from higher draws on restricted asset accounts of $10.7 million;

3) An increase from increased proceeds from the sale of property and equipment of

$9.4 million; less

An increase in capital expenditures for undeveloped landfill property of $16.4

4) million associated with expansion land at certain existing landfill

facilities; less

An increase in capital expenditures of $14.9 million due to an increase in

5) vehicles for operations owned in the comparable periods and additional trucks,


    landfill sites costs and buildings for operations acquired subsequent to
    December 31, 2018.

Financing Activities Cash Flows

Net cash provided by financing activities increased $290.8 million to $67.5 million for the six months ended June 30, 2020, from net cash used in financing activities of $223.3 million for the six months ended June 30, 2019. The significant components of the increase included the following:

An increase from the net change in long-term borrowings of $424.9 million

(long-term borrowings increased $306.5 million during the six months ended

1) June 30, 2020 and decreased $118.4 million during the six months ended June

30, 2019) due primarily to maintaining a portion of the proceeds from our 2050

Senior Notes in cash; less

An increase in payments to repurchase our common shares of $105.7 million as


 2) we resumed our share repurchase activity during the six months ended June 30,
    2020; less


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An increase in debt issuance costs of $5.1 million due to costs incurred

3) during the six months ended June 30, 2020 for our 2030 Senior Notes and 2050

Senior Notes exceeding costs incurred during the six months ended June 30,

2019 for our 2029 Senior Notes; less

An increase in tax withholdings related to net share settlements of

4) equity-based compensation of $6.0 million due to an increase in the value of

equity-based compensation awards vesting; less

An increase in cash dividends paid of $12.7 million due primarily to an

5) increase in our quarterly dividend rate for the six months ended June 30, 2020

to $0.185 per share, from $0.16 per share for the six months ended June 30,

2019.




Our business is capital intensive. Our capital requirements include acquisitions
and capital expenditures for landfill cell construction, landfill development,
landfill closure activities and intermodal facility construction in the future.

On July 25, 2019, our Board of Directors approved, subject to receipt of
regulatory approvals, the annual renewal of our normal course issuer bid, or the
NCIB, to purchase up to 13,184,474 of our common shares during the period of
August 8, 2019 to August 7, 2020 or until such earlier time as the NCIB is
completed or terminated at our option. Shareholders may obtain a copy of our TSX
Form 12 - Notice of Intention to Make a Normal Course Issuer Bid, without
charge, by request directed to our Senior Vice President and Chief Financial
Officer at (832) 442-2200.  The timing and amounts of any repurchases pursuant
to the NCIB will depend on many factors, including our capital structure, the
market price of our common shares and overall market conditions. All common
shares purchased under the NCIB will be immediately cancelled following their
repurchase.  Information regarding our NCIB can be found under the
"Shareholders' Equity" section in Note 17 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.

On July 23, 2020, our Board of Directors approved, subject to receipt of
regulatory approvals, the annual renewal of our NCIB. The Company received TSX
approval for its annual renewal of the NCIB on August 5, 2020. The renewal will
follow on the conclusion of our current NCIB expiring August 7, 2020. We are
authorized to make purchases during the period of August 10, 2020 to August 9,
2021 or until such earlier time as the NCIB is completed or terminated at our
option.

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 2019, our Board
of Directors authorized an increase to our regular quarterly cash dividend of
$0.025, from $0.16 to $0.185 per share. Cash dividends of $96.9 million and
$84.2 million were paid during the six months ended June 30, 2020 and 2019,
respectively. We cannot assure you as to the amounts or timing of future
dividends.

We made $268.7 million in capital expenditures for property and equipment during the six months ended June 30, 2020, and we expect to make total capital expenditures for property and equipment of approximately $550 million in 2020.


 In addition, we made $16.4 million in capital expenditures for undeveloped
landfill property during the six months ended June 30, 2020 and may
opportunistically make other capital expenditures for undeveloped landfill
property in 2020. We have funded and intend to fund the balance of our planned
2020 capital expenditures principally through cash on hand, internally generated
funds and borrowings under our 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, 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 Credit
Agreement or raise other capital. Our access to funds under the 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.

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As of June 30, 2020, $650.0 million under the term loan and $193.3 million under
the revolving credit facility were outstanding under our Credit Agreement,
exclusive of outstanding standby letters of credit of $108.3 million. Our Credit
Agreement matures in March 2023.

On January 23, 2020, we completed an underwritten public offering of $600.0
million aggregate principal amount of 2.60% Senior Notes due 2030, or the 2030
Senior Notes. The 2030 Senior Notes were issued under the Indenture, dated as of
November 16, 2018, by and between the Company and U.S. Bank National
Association, as trustee, as supplemented by the Third Supplemental Indenture,
dated as of January 23, 2020.

 We will pay interest on the 2030 Senior Notes semi-annually in arrears and the
2030 Senior Notes will mature on February 1, 2030.  The 2030 Senior Notes are
senior unsecured obligations, ranking equally in right of payment with our other
existing and future unsubordinated debt and senior to any of our future
subordinated debt.  The 2030 Senior Notes are not guaranteed by any of our
subsidiaries.

On March 13, 2020, we completed an underwritten public offering of $500.0
million aggregate principal amount of 3.05% Senior Notes due 2050, or the 2050
Senior Notes. The 2050 Senior Notes were issued under the Indenture, dated as of
November 16, 2018, by and between the Company and U.S. Bank National
Association, as trustee, as supplemented by the Fourth Supplemental Indenture,
dated as of March 13, 2020.

 We will pay interest on the 2050 Senior Notes semi-annually in arrears and the
2050 Senior Notes will mature on April 1, 2050.  The 2050 Senior Notes are
senior unsecured obligations, ranking equally in right of payment with our other
existing and future unsubordinated debt and senior to any of our future
subordinated debt.  The 2050 Senior Notes are not guaranteed by any of our
subsidiaries.

See Note 10 to the Condensed Consolidated Financial Statements included in Part
I, Item 1 of this Quarterly Report on Form 10-Q for further details on the debt
agreements.

We are a well-known seasoned issuer with an effective shelf registration
statement on Form S-3 filed in May 2018, 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.

As of June 30, 2020, 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                             $ 4,730,904    $    7,658    $ 1,425,789    $      157,876    $ 3,139,581
Cash interest payments                     $ 1,251,156    $  151,164    $   276,389    $      194,395    $   629,208
Contingent consideration                   $   109,041    $   62,213    $     7,077    $        3,224    $    36,527
Operating leases                           $   215,602    $   19,214    $    66,686    $       49,968    $    79,734
Final capping, closure and post-closure    $ 1,529,338    $    6,514    $  

 65,995    $       13,750    $ 1,443,079


____________________


Long-term debt payments include:

$193.3 million in principal payments due March 2023 related to our revolving

credit facility under our Credit Agreement. We may elect to draw amounts on

our Credit Agreement in U.S. dollar LIBOR rate loans, U.S. dollar base rate

1) loans, Canadian-based bankers' acceptances, and Canadian dollar prime rate

loans. At June 30, 2020, $175.0 million of the outstanding borrowings drawn

under the revolving credit facility were in U.S. LIBOR rate loans, which bear


    interest at the LIBOR rate plus the applicable margin (for a total rate of
    1.38% on such date)


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and $18.3 million of the outstanding borrowings drawn under the revolving credit

facility were in Canadian-based bankers' acceptances, which bear interest at the

Canadian Dollar Offered Rate plus the applicable acceptance fee (for a total

rate of 1.71% on such date).

$650.0 million in principal payments due March 2023 related to our term loan

under our Credit Agreement. Outstanding amounts on the term loan can be either

2) base rate loans or LIBOR loans. At June 30, 2020, all amounts outstanding

under the term loan were in LIBOR loans which bear interest at the LIBOR rate


    plus the applicable margin (for a total rate of 1.38% on such date).

$100.0 million in principal payments due 2021 related to our 2021 Senior

Notes. The 2021 Senior Notes bear interest at a rate of 4.64%. We have

3) recorded this obligation in the payments due in 1 to 3 years category in the

table above as we have the intent and ability to redeem the 2021 Senior Notes

on April 1, 2021 using borrowings under our Credit Agreement.

$150.0 million in principal payments due 2021 related to our New 2021 Senior

Notes. The New 2021 Senior Notes bear interest at a rate of 2.39%. We have

4) recorded this obligation in the payments due in 1 to 3 years category in the

table above as we have the intent and ability to redeem the New 2021 Senior


    Notes on June 1, 2021 using borrowings under our Credit Agreement.

5) $125.0 million in principal payments due 2022 related to our 2022 Senior

Notes. The 2022 Senior Notes bear interest at a rate of 3.09%.

6) $200.0 million in principal payments due 2023 related to our 2023 Senior

Notes. The 2023 Senior Notes bear interest at a rate of 2.75%.

7) $150.0 million in principal payments due 2024 related to our 2024 Senior

Notes. The 2024 Senior Notes bear interest at a rate of 3.24%.

8) $375.0 million in principal payments due 2025 related to our 2025 Senior

Notes. The 2025 Senior Notes bear interest at a rate of 3.41%.

9) $400.0 million in principal payments due 2026 related to our 2026 Senior

Notes. The 2026 Senior Notes bear interest at a rate of 3.03%.

10) $250.0 million in principal payments due 2027 related to our 2027 Senior

Notes. The 2027 Senior Notes bear interest at a rate of 3.49%.

11) $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%.

12) $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%.

13) $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%.

14) $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%.

$44.9 million in principal payments related to our notes payable to sellers

15) 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, 2020, and have


     maturity dates ranging from 2021 to 2036.


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The following assumptions were made in calculating cash interest payments:

We calculated cash interest payments on the Credit Agreement using the LIBOR

rate plus the applicable LIBOR margin, the base rate plus the applicable base

1) rate margin, the Canadian Dollar Offered Rate plus the applicable acceptance

fee and the Canadian prime rate plus the applicable prime rate margin at June

30, 2020. We assumed the Credit Agreement is paid off when it matures in

March 2023.

We calculated cash interest payments on our interest rate swaps using the

2) stated interest rate in the swap agreement less the LIBOR rate through the

earlier expiration of the term of the swaps or the term of the credit

facility.




Contingent consideration payments include $88.0 million recorded as liabilities
in our Condensed Consolidated Financial Statements at June 30, 2020, and $21.0
million of future interest accretion on the recorded obligations.

We are party to operating lease agreements. These lease agreements are established in the ordinary course of our business and are designed to provide us with access to facilities at competitive, market-driven prices.



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            $    140,533     $    82,728
   $ 57,805    $      -    $      -


____________________

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, 2020, our unconditional purchase obligations consisted of

multiple fixed-price fuel purchase contracts under which we have 60.0 million

(1) gallons remaining to be purchased for a total of $140.5 million. The current

fuel purchase contracts expire on or before December 31, 2022. These

arrangements have not materially affected our financial position, results of

operations or liquidity during the six months ended June 30, 2020, 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 operations. We provided customers and
various regulatory authorities with surety bonds in the aggregate amounts of
approximately $1.140 billion and $1.081 billion at June 30, 2020 and
December 31, 2019, respectively. These arrangements have not materially affected
our financial position, results of operations or liquidity during the six months
ended June 30, 2020, 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,
2020 and 2019, at all of our landfills during the respective period, is shown
below (tons in thousands):




                                                            Six Months Ended June 30,
                                                            2020                  2019
                                                      Number     Total      Number     Total
                                                     of Sites     Tons     of Sites     Tons
Owned operational landfills and landfills
operated under life-of-site agreements                     88    21,522    

     92    22,487
Operated landfills                                          4       274           4       278
                                                           92    21,796          96    22,765




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NON-GAAP FINANCIAL MEASURES

Adjusted Free Cash Flow



We present adjusted free cash flow, a non-GAAP financial measure, supplementally
because it is widely used by investors as a valuation and liquidity measure in
the solid waste industry. Management uses adjusted free cash flow as one of the
principal measures to evaluate and monitor the ongoing financial performance of
our operations. We define 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 and
distributions to noncontrolling interests. We further adjust this calculation to
exclude the effects of 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 liquidity or financial measures.
Other companies may calculate adjusted free cash flow differently. Our adjusted
free cash flow for the six month periods ended June 30, 2020 and 2019, are
calculated as follows (amounts in thousands of U.S. dollars):




                                                              Six Months Ended
                                                                 June 30,
                                                            2020           2019

Net cash provided by operating activities                $   753,185    $  

753,048


Less: Change in book overdraft                                 (606)       

(534)


Plus: Proceeds from disposal of assets                        10,642       

1,198

Less: Capital expenditures for property and equipment (268,711) (253,790) Less: Distributions to noncontrolling interests

                    -        

(117)

Adjustments:


Cash received for divestitures (a)                           (4,974)       

(2,376)


Transaction-related expenses (b)                               2,162       

7,021

Pre-existing Progressive Waste share-based grants (c) 6,440


  2,371
Tax effect (d)                                               (3,569)        (2,910)
Adjusted free cash flow                                  $   494,569    $   503,911


____________________

(a) Reflects the elimination of cash received in conjunction with the divestiture

of certain Progressive Waste operations.

(b) Reflects the addback of acquisition-related transaction costs.

(c) Reflects the cash settlement of pre-existing Progressive Waste share-based

awards during the period.

(d) The aggregate tax effect of footnotes (a) through (c) is calculated based on


    the applied tax rates for the respective periods.




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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 (loss) attributable to Waste
Connections, plus or minus net income (loss) attributable to noncontrolling
interests, plus or minus income tax provision (benefit), 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, 2020 and 2019, are calculated as follows (amounts in thousands of U.S.

dollars):




                                                    Three Months Ended          Six Months Ended
                                                        June 30,                    June 30,
                                                    2020          2019          2020         2019
Net income (loss) attributable to Waste
Connections                                      $ (227,072)    $ 148,848    $ (84,037)    $ 274,470
Less: Net loss attributable to noncontrolling
interests                                              (395)          (9)         (536)         (54)
Plus (less): Income tax provision (benefit)         (38,737)       39,788  

   (10,003)       67,756
Plus: Interest expense                                40,936       37,245        78,926       74,533
Less: Interest income                                (1,317)      (1,818)       (3,493)      (5,129)

Plus: Depreciation and amortization                  183,001      188,120       365,460      365,509
Plus: Closure and post-closure accretion               3,709        3,682         7,617        7,172
Plus: Impairments and other operating items          437,270        3,902       438,777       20,014
Plus (less): Other expense (income), net             (5,772)      (1,920)         3,749      (4,581)
Adjustments:
Plus: Transaction-related expenses (a)                 1,016        6,184         2,162        7,021
Plus: Fair value changes to certain equity
awards (b)                                             1,683        1,262         4,223        4,283
Adjusted EBITDA                                  $   394,322    $ 425,284    $  802,845    $ 810,994


____________________

(a) Reflects the addback of acquisition-related transaction costs.

(b) Reflects fair value accounting changes associated with certain equity awards.






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Adjusted Net Income Attributable to Waste Connections and Adjusted Net Income per Diluted Share Attributable to Waste Connections



We present adjusted net income attributable to Waste Connections and adjusted
net income per diluted share attributable to Waste Connections, both non-GAAP
financial measures, supplementally because they are widely used by investors as
a valuation measure in the solid waste industry. Management uses adjusted net
income attributable to Waste Connections and adjusted net income per diluted
share attributable to Waste Connections as one of the principal measures to
evaluate and monitor the ongoing financial performance of our operations. We
provide adjusted net income attributable to Waste Connections to exclude the
effects of items management believes impact the comparability of operating
results between periods. Adjusted net income attributable to Waste Connections
has limitations due to the fact that it excludes items that have an impact on
our financial condition and results of operations. Adjusted net income
attributable to Waste Connections and adjusted net income per diluted share
attributable to Waste Connections are not a substitute for, and should be used
in conjunction with, GAAP financial measures. Other companies may calculate
these non-GAAP financial measures differently. Our adjusted net income
attributable to Waste Connections and adjusted net income per diluted share
attributable to Waste Connections for the three and six month periods ended June
30, 2020 and 2019, 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,
                                          2020             2019             2020             2019
Reported net income (loss)

attributable to Waste Connections     $   (227,072)    $     148,848    $    (84,037)    $     274,470
Adjustments:
Amortization of intangibles (a)              31,771           31,344           63,409           61,886
Impairments and other operating
items (b)                                   437,270            3,902          438,777           20,014
Transaction-related expenses (c)              1,016            6,184       

    2,162            7,021
Fair value changes to equity
awards (d)                                    1,683            1,262            4,223            4,283
Tax effect (e)                            (118,220)         (10,272)        (127,523)         (22,469)
Tax items (f)                                31,508                -           31,508                -
Adjusted net income attributable
to Waste Connections                  $     157,956    $     181,268    $  

328,519 $ 345,205



Diluted earnings (loss) per common
share attributable to Waste
Connections' common shareholders:
Reported net income (loss)            $      (0.86)    $        0.56    $      (0.32)    $        1.04
Adjusted net income                   $        0.60    $        0.69    $        1.25    $        1.31

Shares used in the per share
calculations:
Reported diluted shares                 262,994,275      264,494,943      263,390,685      264,416,610
Adjusted diluted shares (g)             263,317,054      264,494,943      263,833,471      264,416,610


____________________

(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.

Reflects the impact of a portion of our 2019 related-party payments no longer (f) being deductible for tax purposes due to the finalization of tax regulations

on April 7, 2020 under Internal Revenue Code section 267A and an increase in

deferred tax liabilities resulting from the E&P impairment.

Reflects reported diluted shares adjusted for shares that were excluded from (g) the reported diluted shares calculation due to our reporting of a net loss


    during the three and six months ended June 30, 2020.


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INFLATION

Other than volatility in fuel prices, third party brokerage and labor costs in
certain markets, inflation has not materially affected our operations in
recent years. 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.
Therefore, we believe that we should be able to increase prices to offset many
cost increases that result from inflation in the ordinary course of business.
However, competitive pressures or delays in the timing of rate increases under
our contracts, particularly amid the economic impact of the COVID-19 outbreak,
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.

SEASONALITY



Based on historic trends, excluding any impact from the COVID-19 outbreak or 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 12%. 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 on a per ton
basis.

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