WASTE CONNECTIONS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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 pandemic 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 of 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 above 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 and disposal services, along with recycling and
resource recovery, in mostly exclusive and secondary markets across 42 states in
the U.S. and six provinces in Canada. Waste Connections also provides
non-hazardous oilfield waste treatment, recovery and disposal services in
several basins across the U.S., as well as intermodal services for the movement
of cargo and solid waste containers in the Pacific Northwest.

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 September 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,

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Pennsylvania, Rhode 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.  Through June 30, 2020, we maintained a separate E&P
segment which was combined with our Southern segment on July 1, 2020. During the
nine months ended September 30, 2020, our total E&P revenue declined 36%,
compared to the prior year period, on rig count declines of 72% in certain
basins.  The most impacted basins included the Williston Basin in North Dakota,
the Eagle Ford Basin in Texas and the Powder River Basin in Wyoming, all of
which had 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 customers of our E&P operations. 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 E&P
landfills exceeded their estimated fair value, resulting in an impairment charge
of $417.4 million being recorded during the nine months ended September 30,
2020.  See Note 5 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, COVID-19 emerged across North America. The World Health Organization declared COVID-19 a global pandemic on March 11, 2020.

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The COVID-19 pandemic has had adverse impacts on our business since 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 reductions in
E&P revenue, 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 first quarter and
further impacted the second and third quarters 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, 2020.  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 third quarter of 2020, we
deferred $29.4 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 September 30, 2020, we had $859.1 million of cash and
equivalents and $1.258 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.

During the third quarter of 2020, our business continued to be impacted by COVID-19, albeit to a lesser extent than in the prior period in many markets.

Revenue in solid waste commercial collection and solid waste transfer and disposal continued to reflect the extent to which the slowdown in activity associated with shelter-in-place or other closure restrictions or requirements in effect since the first quarter of 2020 have persisted.

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The impacts to solid waste activity from COVID-19 that we experienced during the
third quarter reflected the pace of reopening activity and varied by geography,
the size and customer mix in each market.  In some markets, impacts began to
abate in the second quarter, when a portion of the lost volumes returned; in
other cases, the impacts of the pandemic abated more during the third quarter,
when reopenings resulted in increased service requirements by commercial
customers and higher landfill volumes and roll off activity.  In markets where
reopenings continue to be delayed or where additional restrictions have been
imposed, the improvements were less pronounced.

Through the third quarter, about 68% of solid waste commercial customers and 57%
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, an increase from 53% and 42%,
respectively, through the second quarter.  As a result, solid waste collection,
transfer and disposal revenue was down 2.0% year over year on a same store basis
in the third quarter, but was an improvement of 3.3 percentage points from
second quarter 2020 revenue, which was down 5.3% year over year.

The impact of the COVID-19 pandemic on our business, results of operations,
financial condition and cash flows in future periods will depend largely on
future developments, including the duration and spread of the outbreak in the
U.S. and 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 NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

The following table sets forth items in our Condensed Consolidated Statements of
Net Income in thousands of U.S. dollars and as a percentage of revenues for the
periods indicated.




                             Three Months Ended September 30,                    Nine Months Ended September 30,
                                2020                    2019                       2020                    2019

Revenues                $ 1,389,552    100.0 %  $ 1,412,444    100.0 %     $ 4,047,739    100.0 %  $ 4,026,719    100.0 %
Cost of operations          828,822     59.6        835,098     59.1         2,429,957     60.0      2,384,607     59.2
Selling, general and
administrative              136,003      9.8        137,883      9.8           404,213     10.0        410,132     10.2
Depreciation                157,590     11.3        157,994     11.2           459,641     11.4        461,616     11.5
Amortization of
intangibles                  32,653      2.4         31,934      2.3            96,062      2.4         93,821      2.3
Impairments and
other operating
items                         3,805      0.3         12,935      0.9           442,582     10.9         32,949      0.8
Operating income            230,679     16.6        236,600     16.7           215,284      5.3        643,594     16.0

Interest expense           (40,636)    (2.9)       (36,780)    (2.6)         (119,562)    (2.9)      (111,313)    (2.8)
Interest income                 903      0.1          2,056      0.1             4,396      0.1          7,186      0.2
Other income
(expense), net                  702      0.0           (19)    (0.0)           (3,046)    (0.1)          4,562      0.1
Income tax provision       (33,657)    (2.4)       (42,783)    (3.0)          (23,654)    (0.6)      (110,539)    (2.7)
Net income                  157,991     11.4        159,074     11.2            73,418      1.8        433,490     10.8
Net loss
attributable to
noncontrolling
interests                        58      0.0             35      0.0               594      0.0             89      0.0
Net income
attributable to

Waste Connections       $   158,049     11.4 %  $   159,109     11.2 %     $    74,012      1.8 %  $   433,579     10.8 %




Revenues.  Total revenues decreased $22.8 million, or 1.6%, to $1.390 billion

for the three months ended September 30, 2020, from $1.412 billion for the three
months ended September 30, 2019.  Total revenues increased $21.0 million, or
0.5%, to $4.048 billion for the nine months ended September 30, 2020, from
$4.027 billion for the nine months ended September 30, 2019.

During the three months ended September 30, 2020, incremental revenue from
acquisitions closed during, or subsequent to, the three months ended September
30, 2019, increased revenues by approximately $47.2 million.  During the nine
months ended September 30, 2020, incremental revenue from acquisitions closed
during, or subsequent to, the nine months ended September 30, 2019, increased
revenues by approximately $156.3 million.

Operations that were divested subsequent to September 30, 2019 decreased revenues by approximately $2.9 million and $11.7 million, respectively, for the three and nine months ended September 30, 2020.

During the three months ended September 30, 2020, the net increase in prices
charged to our customers at our existing operations was $49.1 million,
consisting of $53.8 million of core price increases, partially offset by a
decrease in surcharges of $4.7 million.  During the nine months ended September
30, 2020, the net increase in prices charged to our customers at our existing
operations was $168.0 million, consisting of $173.9 million of core price
increases, partially offset by a decrease in surcharges of $5.9 million.

During the three and nine months ended September 30, 2020, volume decreases in
our existing business decreased solid waste revenues by $74.6 million and $199.8
million, respectively, due primarily to the economic disruptions resulting from
COVID-19 that began in March 2020 and have continued throughout the third
quarter of 2020. The decreases during the nine months ended September 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 during the three and nine months ended
September 30, 2020 and 2019 decreased $42.8 million and $75.2 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 and decreases in overall
demand for our E&P waste services. Drilling and production activity was also
adversely impacted by

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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 $1.6 million and $9.6 million,
respectively, for the three and nine months ended September 30, 2020.  The
average Canadian dollar to U.S. dollar exchange rates on our Canadian revenues
were 0.7511 and 0.7573 in the three months ended September 30, 2020 and 2019,
respectively.  The average Canadian dollar to U.S. dollar exchange rates on our
Canadian revenues were 0.7399 and 0.7524 in the nine months ended September 30,
2020 and 2019, respectively.

Revenues from sales of recyclable commodities at facilities owned during the
three months ended September 30, 2020 and 2019 increased $2.4 million. Revenues
from sales of recyclable commodities at facilities owned during the nine months
ended September 30, 2020 and 2019 decreased $2.5 million. Prices for old
corrugated cardboard and volumes from increased residential collection increased
in the second and third quarters of 2020, contributing to the increase in
revenues for the three months ended September 30, 2020. Lower prices for old
corrugated cardboard in the first quarter of 2020, decreased collected
commercial recycling volumes caused by economic disruptions resulting from
COVID-19 and decreased prices for plastic and aluminum contributed to the
overall decrease in revenues for the nine months ended September 30, 2020.

Other revenues increased by $0.4 million during the three months ended September
30, 2020 and decreased by $4.5 million during the nine months ended September
30, 2020. The decrease for the nine months ended September 30, 2020 was due
primarily to a reduction in intermodal cargo volumes.

Cost of Operations.  Total cost of operations decreased $6.3 million, or 0.8%,
to $828.8 million for the three months ended September 30, 2020, from $835.1
million for the three months ended September 30, 2019. The decrease was
primarily the result of a decrease in operating costs at our existing operations
of $31.7 million, assuming foreign currency parity, a decrease in operating
costs of $3.5 million at operations divested during, or subsequent to, the three
months ended September 30, 2019 and a decrease of $0.9 million resulting from a
decrease in the average foreign currency exchange rate in effect during the
comparable reporting periods, partially offset by $29.8 million of additional
operating costs from acquisitions closed during, or subsequent to, the three
months ended September 30, 2019.

The decrease in operating costs at our existing operations for the three months
ended September 30, 2020 of $31.7 million, assuming foreign currency parity,
included the following decreases totaling $27.6 million due to solid waste,
intermodal and E&P volume losses resulting from the impact of COVID-19: a
decrease in third-party disposal expenses of $6.7 million, a decrease in
third-party trucking and transportation expenses of $6.0 million, a decrease in
direct labor expenses at our E&P operations of $3.0 million due to headcount
reductions, a decrease in equipment and facility maintenance and repair expenses
of $2.8 million at our E&P operations, a decrease in direct labor expenses at
our Eastern segment of $2.6 million due to headcount reductions, a decrease in
expenses for processing recyclable commodities of $2.4 million due to a decrease
in commercial recycling volumes collected, a decrease in intermodal rail
expenses of $2.1 million and a decrease in subcontracted E&P operating expenses
of $2.0 million.

The remaining decrease in operating costs at our existing operations of $4.1
million for the three months ended September 30, 2020 consisted of a decrease in
fuel expense of $7.3 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 taxes on
revenues of $4.9 million from the reversal of recorded liabilities for certain
fees and exactions at Chiquita Canyon landfill due to our successful challenge
of increases assessed in prior periods, a decrease in 401(k) matching expenses
of $3.9 million as we suspended our 401(k) match as of June 1, 2020, a decrease
in employee medical benefits expenses of $3.5 million due to a reduction in
medical visits, a decrease in expenses for auto and workers' compensation claims
of $2.2 million due primarily to adjustments recorded in the current year period
to decrease projected losses on outstanding claims originally recorded in prior
periods, a decrease in labor expenses at our Canada segment of $1.7 million due
to the receipt of a government subsidy reimbursing us for certain payroll
expenditures remitted to our employees during the COVID-19 pandemic and a
decrease in subcontracted hauling services at our solid waste operations of $1.5
million due primarily to the net impact of our Canada segment reversing expenses
accrued in a prior period and incurring less expenses in the current period
associated with estimated equipment charge overages related to an outsourced
collection contract exceeding an increase in expenses at our Eastern segment
associated with outsourcing the servicing of certain non-strategic collection
customers to third party haulers,

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partially offset by an increase in other cash incentive compensation to
non-management personnel of $8.5 million to recognize the services they are
providing during the COVID-19 pandemic, an increase in labor expenses totaling
$4.3 million at our Western and Central segments, and the solid waste operations
of our Southern segment, due primarily to annual pay increases, an increase in
truck, container, equipment and facility maintenance and repair expenses of $4.0
million at our solid waste operations due to cost increases and a higher
quantity of large repairs, an increase in landfill operating expenses of $1.2
million at our solid waste operations due primarily to increased gas system
repairs and $2.9 million of other net expense increases.

Total cost of operations increased $45.4 million, or 1.9%, to $2.430 billion for
the nine months ended September 30, 2020, from $2.385 billion for the nine
months ended September 30, 2019. The increase was primarily the result of $98.3
million of additional operating costs from acquisitions closed during, or
subsequent to, the nine months ended September 30, 2019, partially offset by a
decrease in operating costs at our existing operations of $35.0 million,
assuming foreign currency parity, a decrease in operating costs of $12.7 million
at operations divested during, or subsequent to, the nine months ended September
30, 2019 and a decrease of $5.2 million resulting from a decrease in the average
foreign currency exchange rate in effect during the comparable reporting
periods.

The decrease in operating costs at our existing operations for the nine months
ended September 30, 2020 of $35.0 million, assuming foreign currency parity,
included the following decreases totaling $57.0 million due to solid waste,
intermodal and E&P volume losses resulting from the impact of COVID-19: a
decrease in third-party disposal expenses of $18.3 million, a decrease in
third-party trucking and transportation expenses of $15.0 million, a decrease in
direct labor expenses at our Eastern segment of $4.5 million due to headcount
reductions, a decrease in equipment and facility maintenance and repair expenses
of $4.2 million at our E&P operations, a decrease in intermodal rail expenses of
$4.1 million, a decrease in subcontracted E&P operating expenses of $3.6
million, a decrease in direct labor expenses at our E&P operations of $3.4
million due to headcount reductions, a decrease in expenses for processing
recyclable commodities of $2.3 million due to a decrease in commercial recycling
volumes collected and a decrease in revenue-based royalties paid by our E&P
operations of $1.6 million.

The remaining increase in operating costs at our existing operations of $22.0
million for the nine months ended September 30, 2020 consisted of an increase in
other cash incentive compensation to non-management personnel of $13.5 million
to recognize the services they are providing during the COVID-19 pandemic, an
increase in labor expenses totaling $13.4 million at our Western and Central
segments, and the solid waste operations of our Southern segment, due primarily
to annual pay increases and the impact of an additional working day during the
nine months ended September 30, 2020, 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
truck, container, equipment and facility maintenance and repair expenses at our
solid waste operations of $10.9 million due to cost increases and a higher
quantity of large repairs, an increase in expenses for auto and workers'
compensation claims of $10.6 million due primarily to increases in our
deductibles for auto claims, higher claims severity in the current year period
and adjustments recorded in the prior year period to decrease projected losses
on outstanding claims originally recorded prior to 2019, an increase in leachate
expense of $2.5 million due to higher precipitation in Florida and increased
leachate in landfill cells constructed in 2020, an increase in property tax
expenses of $2.3 million due primarily to reassessed values of certain landfills
and property acquired in recent acquisitions, an increase in landfill gas system
repairs and maintenance expenses at our solid waste operations of $1.8 million
and $2.9 million of other net expense increases, partially offset by a decrease
in fuel expense of $17.2 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 $14.0 million due to a reduction in
medical visits, a decrease in taxes on revenues of $4.9 million from the
reversal of recorded liabilities for certain fees and exactions at Chiquita
Canyon landfill due to our successful challenge of increases assessed in prior
periods, a decrease in 401(k) matching expenses of $4.7 million as we suspended
our 401(k) match as of June 1, 2020, a decrease in compressed natural gas
expense of $2.0 million due primarily to the recognition in 2020 of tax credits
associated with the purchase of compressed natural gas, a decrease in insurance
premiums of $2.0 million due primarily to the net impact of credits from premium
audits exceeding increases associated with auto and environmental policy
renewals, a decrease in labor expenses at our Canada segment of $1.7 million due
to the receipt of a government subsidy reimbursing us for certain payroll
expenditures remitted to our employees during the COVID-19 pandemic and a
decrease in subcontracted hauling services at our solid waste operations of $0.9
million due primarily to the net impact of our Canada segment reversing expenses
accrued in a prior period and incurring less expenses in the current period
associated with estimated equipment charge

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overages related to an outsourced collection contract exceeding an increase in
expenses at our Eastern segment associated with outsourcing the servicing of
certain non-strategic collection customers to third party haulers.

Cost of operations as a percentage of revenues increased 0.5 percentage points
to 59.6% for the three months ended September 30, 2020, from 59.1% for the three
months ended September 30, 2019. The increase as a percentage of revenues
consisted of a combined 1.3 percentage point increase from labor expenses,
maintenance and repair expenses and recurring 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 0.6 percentage point increase resulting from the accrual of other
cash incentive compensation to non-management personnel, a 0.2 percentage point
increase from increased landfill site maintenance and repairs, a 0.2 percentage
point increase from the net impact of cost of operations expenses from
acquisitions closed during, or subsequent to, the three months ended September
30, 2019 and a 0.3 percentage point increase from all other net changes,
partially offset by a 0.4 percentage point decrease from the reversal of
recorded liabilities for certain fees and exactions at Chiquita Canyon landfill,
a 0.4 percentage point decrease from lower diesel fuel expenses, a 0.3
percentage point decrease from a reduction in expenses for auto and workers'
compensation claims, a 0.3 percentage point decrease from lower trucking and
transportation expenses, a 0.3 percentage point decrease from lower 401(k) match
expenses, a 0.2 percentage point decrease from lower employee medical benefits
expenses and a 0.2 percentage point decrease from lower subcontracted operating
expenses.

Cost of operations as a percentage of revenues increased 0.8 percentage points
to 60.0% for the nine months ended September 30, 2020, from 59.2% for the nine
months ended September 30, 2019. The increase as a percentage of revenues
consisted of a 0.6 percentage point increase from higher labor expenses, a 0.3
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
nine months ended September 30, 2019, 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 higher maintenance and repair
expenses, a 0.2 percentage point increase from an increase in expenses for auto
and workers' compensation claims and a 0.2 percentage point increase from all
other net changes, partially offset by a 0.4 percentage point decrease from
lower diesel fuel expenses, a 0.4 percentage point decrease from lower trucking
and transportation expenses, a 0.3 percentage point decrease from lower employee
medical benefits expenses and a 0.3 percentage point decrease from lower
disposal expenses.

SG&A.  SG&A expenses decreased $1.9 million, or 1.4%, to $136.0 million for the
three months ended September 30, 2020, from $137.9 million for the three months
ended September 30, 2019.  The decrease was comprised of a decline of $4.2
million in SG&A expenses at our existing operations, assuming foreign currency
parity, and a decline of $0.2 million resulting from a decrease in the average
foreign currency exchange rate in effect during the comparable reporting
periods, partially offset by $2.5 million of additional SG&A expenses from
operating locations at acquisitions closed during, or subsequent to, the three
months ended September 30, 2019.

The decrease in SG&A expenses at our existing operations, assuming foreign
currency parity, of $4.2 million for the three months ended September 30, 2020
was comprised of a collective decrease in travel, meeting, training and
community activity expenses of $5.9 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 401(k) matching expenses of
$1.5 million as we suspended our 401(k) match as of June 1, 2020, a decrease in
legal expenses of $1.3 million due to the impact of work on legal matters being
postponed resulting from temporary court closures, a decrease in employee
medical benefits expenses of $0.9 million due to a reduction in medical visits
and $1.9 million of other net expense decreases, partially offset by an increase
in equity-based compensation expenses of $2.4 million resulting primarily from
an increased value of our recurring grant of restricted and performance share
units to our personnel and adjustments to the amount of performance-based
restricted share units granted in 2018 that are estimated to ultimately vest, an
increase in share-based compensation expenses of $1.7 million due primarily to
increased share price volatility in the current period for equity awards
accounted for as liabilities that were granted to employees of Progressive Waste
prior to June 1, 2016 which are subject to valuation adjustments each period
based on changes in fair value, an increase in direct acquisition expenses of
$1.3 million due to an increase in acquisition activity, an increase in deferred
compensation expenses of $1.2 million as a result of increases in the market
value of investments to which employee deferred compensation liability balances
are tracked and an increase of $0.7 million in equity-based compensation
expenses associated with fair value adjustments to Waste Connections, Inc.

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common shares held in our deferred compensation plan by certain key executives as a result of the shares being exchanged for other investment options.

SG&A expenses decreased $5.9 million, or 1.4%, to $404.2 million for the nine
months ended September 30, 2020, from $410.1 million for the nine months ended
September 30, 2019.  The decrease was comprised of a decline of $14.2 million in
SG&A expenses at our existing operations, assuming foreign currency parity, and
a decline of $0.9 million resulting from a decrease in the average foreign
currency exchange rate in effect during the comparable reporting periods,
partially offset by $9.2 million of additional SG&A expenses from operating
locations at acquisitions closed during, or subsequent to, the nine months ended
September 30, 2019.

The decrease in SG&A expenses at our existing operations, assuming foreign
currency parity, of $14.2 million for the nine months ended September 30, 2020
was comprised of a collective decrease in travel, meeting, training and
community activity expenses of $18.3 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
$3.6 million due to a decline in acquisition activity, a decrease in employee
medical benefits expenses of $3.6 million due to a reduction in medical visits,
a decrease in professional fees of $3.0 million due primarily to work on legal
matters being postponed resulting from temporary court closures and a decrease
in third party tax consulting expenses, a decrease in deferred compensation
expenses of $3.0 million as a result of decreases in the market value of
investments to which employee deferred compensation liability balances are
tracked, a decrease in share-based compensation expenses of $1.7 million due
primarily to decreased share price volatility and fewer outstanding shares in
the current period for equity awards accounted for as liabilities that were
granted to employees of Progressive Waste prior to June 1, 2016 which are
subject to valuation adjustments each period based on changes in fair value, a
decrease in office supplies and office utilities of $1.7 million due to office
closures resulting from shelter at home restrictions, a decrease in 401(k)
matching expenses of $1.5 million as we suspended our 401(k) match as of June 1,
2020 and $0.3 million of other net expense decreases, partially offset by an
increase in expenses for uncollectible accounts receivable of $5.5 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 $5.2 million, an increase of $4.0 million in
equity-based compensation expenses associated with fair value adjustments to
Company common shares held in our deferred compensation plan by certain key
executives as a result of the shares being exchanged for other investment
options, an increase in payroll expenses of $3.2 million as a result of annual
pay increases, additional paid time off benefits and the impact of an additional
working day during the nine months ended September 30, 2020, an increase in
software licenses and subscriptions expenses of $2.3 million due primarily to
the addition of new sales and customer service applications, 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 equity-based compensation expenses of $1.1 million resulting
primarily from the impact of an increased value of our recurring grant of
restricted and performance share units to our personnel, net of adjustments to
the amount of performance-based restricted share units estimated to ultimately
vest.

SG&A expenses as a percentage of revenues was 9.8% for both the three months
ended September 30, 2020 and 2019. The percentage of revenues impact from the
reduction in travel, meeting, training and community activity expenses was
offset by an increase from higher equity-based and share-based compensation
expenses.

SG&A expenses as a percentage of revenues decreased 0.2 percentage points to
10.0% for the nine months ended September 30, 2020, from 10.2% for the nine
months ended September 30, 2019. The decrease as a percentage of revenues
consisted of a 0.4 percentage point decrease from a reduction in travel,
meeting, training and community activity expenses, a 0.1 percentage point
decrease from lower direct acquisition expenses, a 0.1 percentage point decrease
from lower medical benefits expenses, a 0.1 percentage point decrease from lower
deferred compensation expense, a 0.1 percentage point decrease from lower legal
expenses and a 0.1 percentage point decrease from all other net changes,
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 $0.4 million, or 0.3%, to $157.6
million for the three months ended September 30, 2020, from $158.0 million for
the three months ended September 30, 2019.  The decrease was comprised of a
decrease in depletion expense of $9.0 million at our existing landfills due
primarily to economic disruptions resulting

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from COVID-19 causing a decrease in E&P and municipal solid waste volumes 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,
partially offset by an increase in depreciation and depletion expense of $4.6
million from acquisitions closed during, or subsequent to, the three months
ended September 30, 2019 and an increase in depreciation expense at our existing
operations of $4.2 million due primarily to the impact of additions to our fleet
and equipment purchased to support our existing operations.

Depreciation expense decreased $2.0 million, or 0.4%, to $459.6 million for the
nine months ended September 30, 2020, from $461.6 million for the nine months
ended September 30, 2019.  The decrease was comprised of a decrease in depletion
expense of $20.1 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 $15.0 million from acquisitions closed during, or subsequent to, the nine
months ended September 30, 2019 and an increase in depreciation expense at our
existing operations of $4.1 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 in June 2019.

Depreciation expense as a percentage of revenues increased 0.1 percentage points
to 11.3% for the three months ended September 30, 2020, from 11.2% for the three
months ended September 30, 2019. The decrease in our revenues due to economic
disruptions resulting from COVID-19 contributed to a 0.6 percentage point
increase, which was partially offset by a 0.5 percentage point reduction
attributable to reduced E&P and municipal solid waste landfill volumes.

Depreciation expense as a percentage of revenues decreased 0.1 percentage points
to 11.4% for the nine months ended September 30, 2020, from 11.5% for the nine
months ended September 30, 2019. The decrease as a percentage of revenues
consisted of a 0.4 percentage point decrease resulting from declines in E&P and
municipal solid waste landfill volumes, partially offset by a 0.3 percentage
point increase resulting from a decrease in our revenues due to economic
disruptions resulting from COVID-19.

Amortization of Intangibles.  Amortization of intangibles expense increased $0.8
million, or 2.3%, to $32.7 million for the three months ended September 30,
2020, from $31.9 million for the three months ended September 30, 2019. The
increase was the result of $4.0 million from intangible assets acquired in
acquisitions closed during, or subsequent to, the three months ended September
30, 2019, partially offset by a decrease of $3.1 million from certain intangible
assets becoming fully amortized subsequent to September 30, 2019 and a decrease
of $0.1 million resulting from a decrease in the average foreign currency
exchange rate in effect during the comparable reporting periods.

Amortization of intangibles expense increased $2.3 million, or 2.4%, to $96.1
million for the nine months ended September 30, 2020, from $93.8 million for the
nine months ended September 30, 2019. The increase was the result of $12.2
million from intangible assets acquired in acquisitions closed during, or
subsequent to, the nine months ended September 30, 2019, partially offset by a
decrease of $9.6 million from certain intangible assets becoming fully amortized
subsequent to September 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.

Amortization expense as a percentage of revenues increased 0.1 percentage points
to 2.4% for the three and nine months ended September 30, 2020, from 2.3% for
the three and nine months ended September 30, 2019.

Impairments and Other Operating Items.  Impairments and other operating items
decreased $9.1 million, to net losses totaling $3.8 million for the three months
ended September 30, 2020, from net losses totaling $12.9 million for the three
months ended September 30, 2019.

The net losses of $3.8 million recorded during the three months ended September
30, 2020 consisted of $1.9 million of losses on property and equipment that were
disposed of through sales or as a result of being damaged in operations, $1.8
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 and $0.1 million of other net charges to
expense.

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The net losses of $12.9 million recorded during the three months ended September
30, 2019 consisted of $8.0 million resulting from the abandonment of an E&P
landfill development project, $3.5 million of losses on property and equipment
that were disposed of through sales or as a result of being damaged in
operations, $1.2 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 and $0.2 million of other net charges
to expense.

Impairments and other operating items increased $409.7 million, to net losses
totaling $442.6 million for the nine months ended September 30, 2020, from net
losses totaling $32.9 million for the nine months ended September 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, 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 nine
months ended September 30, 2020, our E&P revenue declined $75.2 million on rig
count declines of 72% 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 customers of our E&P operations.
 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 during the second quarter of 2020 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 operations as of June
30, 2020. As a result of the impairment test, we determined that the carrying
value of four landfills in our E&P operations exceeded their estimated fair
value, resulting in an impairment charge of $417.4 million to property and
equipment.

The remaining net losses of $25.2 million recorded during the nine months ended
September 30, 2020 consisted of $16.8 million to adjust the carrying value of
contingent consideration liabilities, $4.3 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, $3.4
million of losses on property and equipment that were disposed of through sales
or as a result of being damaged in operations and $0.7 million of other net
charges.

The net losses of $32.9 million recorded during the nine months ended September
30, 2019 consisted of $14.3 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, $8.0 million
resulting from the abandonment of an E&P landfill development project, $7.7
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 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 $0.3 million of other
gains.

Operating Income.  Operating income decreased $5.9 million, or 2.5%, to $230.7
million for the three months ended September 30, 2020, from $236.6 million for
the three months ended September 30, 2019. Operating income decreased $428.3
million, or 66.5%, to $215.3 million for the nine months ended September 30,
2020, from $643.6 million for the nine months ended September 30,
2019. Contributing to decreases for the three and nine month comparable periods
were declines in our existing solid waste and E&P operations resulting from the
impact of COVID-19, partially offset by solid waste price increases and
operating income generated from acquisitions, with the comparable nine month
period further impacted by the impairment charge attributable to four of our E&P
landfills.

Operating income as a percentage of revenues decreased 0.1 percentage points to
16.6% for the three months ended September 30, 2020, from 16.7% for the three
months ended September 30, 2019.  The decrease as a percentage of revenues was
comprised of a 0.5 percentage point increase in cost of operations, a 0.1
percentage point increase in

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depreciation expense and a 0.1 percentage point increase in amortization expense, partially offset by a 0.6 percentage point decrease in impairments and other operating items.

Operating income as a percentage of revenues decreased 10.7 percentage points to
5.3% for the nine months ended September 30, 2020, from 16.0% for the nine
months ended September 30, 2019.  The decrease as a percentage of revenues was
comprised of a 10.1 percentage point increase in impairments and other operating
items, a 0.8 percentage point increase in cost of operations and a 0.1
percentage point increase in amortization expense, partially offset by a 0.2
percentage point decrease in SG&A expense and a 0.1 percentage point decrease in
depreciation expense.

Interest Expense.  Interest expense increased $3.8 million, or 10.5%, to
$40.6 million for the three months ended September 30, 2020, from $36.8 million
for the three months ended September 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 $0.4 million from higher net interest
rates on borrowings outstanding under our Credit Agreement due primarily to a
$150 million interest rate swap agreement commencing in February 2020 at a
higher interest rate than two interest rate swap agreements totaling $175
million which expired in February 2020 and $0.7 million of other net increases,
partially offset by a decrease of $2.7 million due to a reduction in the average
borrowings outstanding under our Credit Agreement and a decrease of $2.3 million
from the repayment of our 2019 Senior Notes.

Interest expense increased $8.3 million, or 7.4%, to $119.6 million for the nine
months ended September 30, 2020, from $111.3 million for the nine months ended
September 30, 2019. The increase was primarily attributable to an increase of
$10.8 million from the January 2020 issuance of our 2030 Senior Notes, an
increase of $8.4 million from the March 2020 issuance of our 2050 Senior Notes,
an increase of $5.1 million from the April 2019 issuance of our 2029 Senior
Notes, an increase of $1.0 million from higher net interest rates on borrowings
outstanding under our Credit Agreement due primarily to a $150 million interest
rate swap agreement commencing in February 2020 at a higher interest rate than
two interest rate swap agreements totaling $175 million which expired in
February 2020 and $0.4 million of other net increases, partially offset by a
decrease of $10.5 million due to a reduction in the average borrowings
outstanding under our Credit Agreement and a decrease of $6.9 million from the
repayment of $175 million of our 2019 Senior Notes.

Interest Income.  Interest income decreased $1.2 million, to $0.9 million for
the three months ended September 30, 2020, from $2.1 million for the three
months ended September 30, 2019.  Interest income decreased $2.8 million, to
$4.4 million for the nine months ended September 30, 2020, from $7.2 million for
the nine months ended September 30, 2019. The decreases were primarily
attributable to lower reinvestment rates in the current period.

Other Income (Expense).  Other income (expense) increased $0.7 million, to an
income total of $0.7 million for the three months ended September 30, 2020, from
an income total of $0 for the three months ended September 30, 2019. The
increase was due primarily to a $1.5 million increase in the value of
investments purchased to fund our employee deferred compensation obligations due
to stock market valuation increases and $0.1 million of other net income
increases, partially offset by interest rate swap termination costs of $0.9
million associated with our early termination in September 2020 of four interest
rate swap agreements.

Other income (expense) decreased $7.6 million, to an expense total of $3.0
million for the nine months ended September 30, 2020, from an income total of
$4.6 million for the nine months ended September 30, 2019. The decrease was due
primarily to a $2.6 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, an increase in
foreign currency transaction losses of $2.2 million attributable to changes in
the average foreign currency exchange rate in effect during the comparable
reporting periods impacting our third party debt in Canadian dollars and our
inter-entity financing arrangements and  interest rate swap termination costs of
$0.9 million, partially offset by $1.1 million of other net expense increases.

Income Tax Provision.  Income taxes decreased $9.1 million, to $33.7 million for
the three months ended September 30, 2020, from $42.8 million for the three
months ended September 30, 2019.  Our effective tax rate for the three months
ended September 30, 2020 was 17.6%. Our effective tax rate for the three months
ended September 30, 2019 was 21.2%.  Income taxes decreased $86.8 million, to
$23.7 million for the nine months ended September 30, 2020, from $110.5 million

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for the nine months ended September 30, 2019.  Our effective tax rate for the
nine months ended September 30, 2020 was 24.4%. Our effective tax rate for the
nine months ended September 30, 2019 was 20.3%.

The income tax provision for the nine months ended September 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 operations, which
impacted the geographical apportionment of our state income taxes.
Additionally, the income tax benefit for the nine months ended September 30,
2020 included a benefit of $5.3 million 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 nine months ended September 30, 2019
included a $3.8 million expense primarily associated with a reduction in
deferred income tax assets related to compensation of executive officers no
longer deemed deductible for tax purposes.  Additionally, the income tax
provision for the three and nine months ended September 30, 2019 included a
benefit of $0.1 million and $5.4 million, respectively, from share-based payment
awards being recognized in the income statement when settled, as well as a
portion of our internal financing being taxed at effective rates substantially
lower than the U.S. federal statutory rate.

SEGMENT RESULTS

General

No single contract or customer accounted for more than 10% of our total revenues
at the consolidated or reportable segment level during the periods presented.
The following table disaggregates our revenue by service line for the periods
indicated (dollars in thousands of U.S. dollars).




                                             Three Months Ended September 30,            Nine Months Ended September 30,
                                                2020                  2019                 2020                  2019
Commercial                                $         406,037     $         408,415    $      1,197,971      $       1,186,565
Residential                                         387,566               355,574           1,131,486              1,024,105
Industrial and construction roll off                216,894               226,801             618,122                629,597
Total collection                                  1,010,497               990,790           2,947,579              2,840,267
Landfill                                            308,795               310,633             855,631                852,073
Transfer                                            205,910               209,585             575,761                575,337
Recycling                                            21,377                14,142              59,701                 50,676
E&P                                                  26,218                70,874             131,748                205,743
Intermodal and other                                 27,141                26,520              84,970                 90,491
Intercompany                                      (210,386)             (210,100)           (607,651)              (587,868)
Total                                     $       1,389,552     $       1,412,444    $      4,047,739      $       4,026,719




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.

Prior to July 2020, we managed our operations through five geographic solid
waste operating segments and our E&P segment, which were also our reportable
segments. As of July 2020, our Chief Operating Decision Maker determined that
the E&P and Southern operating segments met all of the aggregation criteria and
has eliminated our E&P segment by combining all operations of the E&P segment
into the Southern segment. After giving effect to this combination, our
reportable segments consist of our five geographic solid waste operating
segments and no longer include a separate E&P

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segment. Each operating segment is responsible for managing several vertically
integrated operations, which are comprised of districts. The segment information
presented herein reflects the realignment of these districts.  Segment results
for the 2019 periods reflected in this report have been reclassified to reflect
the realignment of our reportable segments for comparison with the same period
in 2020.

At September 30, 2020, under the current orientation, 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, New Mexico, North Dakota, southern Oklahoma, western
Tennessee, Texas, Wyoming and along the Gulf of Mexico; 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.

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 September 30,                    Nine 

Months Ended September 30,

                    2020                     2019                       2020                    2019
Eastern     $   344,353      24.8 %  $   330,887     23.4 %     $   995,446     24.6 %  $   947,334     23.5 %
Southern        330,575      23.8        371,455     26.3         1,033,297     25.5      1,084,194     26.9
Western         301,221      21.7        289,208     20.5           848,739     21.0        821,185     20.4
Central         228,566      16.4        230,074     16.3           653,728     16.1        626,312     15.6
Canada          184,837      13.3        190,820     13.5           516,529     12.8        547,694     13.6
            $ 1,389,552     100.0 %  $ 1,412,444    100.0 %     $ 4,047,739    100.0 %  $ 4,026,719    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 September 30,                 

Nine Months Ended September 30,

                            2020                  2019                     2020                   2019
Western             $   101,071     33.6 %  $  90,059    31.1 %     $   267,523    31.5 %  $   253,504    30.9 %
Eastern                  90,991     26.4 %     88,101    26.6 %         258,333    26.0 %      250,106    26.4 %
Central                  82,887     36.3 %     81,746    35.5 %         235,742    36.1 %      219,280    35.0 %
Southern                 81,394     24.6 %    113,209    30.5 %         276,844    26.8 %      327,139    30.2 %
Canada                   72,516     39.2 %     66,794    35.0 %         185,589    35.9 %      193,702    35.4 %
Corporate(a)            (4,132)        -        (446)       -          (10,462)       -       (11,751)       -
                    $   424,727     30.6 %  $ 439,463    31.1 %     $ 1,213,569    30.0 %  $ 1,231,980    30.6 %

Corporate consists of expenses associated with its administrative departments

and certain centralized expenses including cash and equity-based incentive (a) compensation, direct acquisition expenses and share-based compensation

expenses 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 five operating segments.

A reconciliation of segment EBITDA to Income before income tax provision is included in Note 12 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 nine month periods ended September 30, 2020, compared to the
three and nine month periods ended September 30, 2019, are discussed below:

Segment Revenue

Revenue in our Eastern segment increased $13.5 million, or 4.1%, to $344.4
million for the three months ended September 30, 2020, from $330.9 million for
the three months ended September 30, 2019.  The components of the increase
consisted of net revenue growth from acquisitions closed during, or subsequent
to, the three months ended September 30, 2019, of $32.1 million, net price
increases of $13.5 million and other revenue increases of $0.5 million,
partially offset by solid waste volume decreases of $29.7 million attributable
primarily to COVID-19 economic disruptions driving declines in commercial
collection, roll off collection, transfer station and landfill volumes and net
revenue reductions from divestitures closed subsequent to September 30, 2019 of
$2.9 million.

Revenue in our Eastern segment increased $48.1 million, or 5.1%, to $995.4
million for the nine months ended September 30, 2020, from $947.3 million for
the nine months ended September 30, 2019.  The components of the increase
consisted of net revenue growth from acquisitions closed during, or subsequent
to, the nine months ended September 30, 2019, of $107.4 million and net price
increases of $45.1 million, partially offset by solid waste volume decreases of
$89.9 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
September 30, 2019 of $11.1 million, decreased recyclable commodity sales of
$2.1 million resulting from a decrease in recycling volumes collected and
declines in prices for plastic and aluminum and other revenue decreases of $1.3
million.

Revenue in our Southern segment decreased $40.9 million, or 11.0%, to $330.6
million for the three months ended September 30, 2020, from $371.5 million for
the three months ended September 30, 2019.  The components of the decrease
consisted of a decline in revenue at our E&P operations of $41.6 million,
partially offset by an increase in revenue at our solid waste operations of $0.7
million. The $41.6 million decrease in revenue at our E&P operations was
attributable to decreases in the demand for crude oil as a result of economic
disruptions from COVID-19 resulting 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. The components of the $0.7 million increase
in revenue at our solid waste operations consisted of net price increases of
$11.0 million and other revenue increases of $0.8 million, partially offset by
solid waste volume decreases of $11.1 million attributable primarily to the net
impact of COVID-19 economic disruptions driving declines in commercial
collection, roll off collection, transfer station and municipal solid waste
landfill volumes that exceeded increases in landfill special waste volumes.

Revenue in our Southern segment decreased $50.9 million, or 4.7%, to $1.033
billion for the nine months ended September 30, 2020, from $1.084 billion for
the nine months ended September 30, 2019. The components of the decrease
consisted of a decline in revenue at our E&P operations of $72.7 million,
partially offset by an increase in revenue at our solid waste operations of
$21.8 million. The $72.7 million decrease in revenue at our E&P operations was
attributable to decreases in the demand for crude oil as a result of economic
disruptions from COVID-19 resulting 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 during the
nine months ended September 30, 2020 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. The components of the $21.8
million increase in revenue at our solid waste operations consisted of net price
increases of $41.8 million and net revenue growth from acquisitions closed
during, or subsequent to, the nine months ended September 30, 2019 of $12.3
million, partially offset by solid waste volume decreases of $30.3 million
attributable primarily to COVID-19 economic disruptions driving declines in
commercial collection, roll off collection, transfer station and municipal solid
waste landfill volumes that exceeded increases in landfill special waste
volumes, net revenue reductions from divestitures closed subsequent to September
30, 2019 of $0.6 million and other revenue decreases of $1.4 million.

Revenue in our Western segment increased $12.0 million, or 4.2%, to
$301.2 million for the three months ended September 30, 2020, from $289.2
million for the three months ended September 30, 2019.  The components of the
increase consisted of net revenue growth from acquisitions closed during, or
subsequent to, the three months ended September 30,

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2019, of $7.3 million, net price increases of $7.2 million and other revenue
increases of $0.4 million, partially offset by intermodal revenue decreases of
$2.9 million due primarily to a reduction in intermodal cargo volumes.

Revenue in our Western segment increased $27.5 million, or 3.4%, to
$848.7 million for the nine months ended September 30, 2020, from $821.2 million
for the nine months ended September 30, 2019.  The components of the increase
consisted of net price increases of $23.4 million and net revenue growth from
acquisitions closed during, or subsequent to, the three months ended September
30, 2019, of $9.4 million, partially offset by intermodal revenue decreases of
$4.5 million due to a reduction in intermodal cargo volumes and other revenue
decreases of $0.8 million.

Revenue in our Central segment decreased $1.5 million, or 0.7%, to $228.6
million for the three months ended September 30, 2020, from $230.1 million for
the three months ended September 30, 2019.  The components of the decrease
consisted of solid waste volume decreases of $17.5 million due to the impact of
COVID-19 economic disruptions driving decreases in commercial collection, roll
off collection, transfer station and landfill volumes and other revenue
decreases of $0.5 million, partially offset by net price increases of $9.1
million and net revenue growth from acquisitions closed during, or subsequent
to, the three months ended September 30, 2019, of $7.4 million.

Revenue in our Central segment increased $27.4 million, or 4.4%, to $653.7
million for the nine months ended September 30, 2020, from $626.3 million for
the nine months ended September 30, 2019.  The components of the increase
consisted of net price increases of $30.0 million and revenue growth from
acquisitions closed during, or subsequent to, the nine months ended September
30, 2019, of $26.5 million, partially offset by solid waste volume decreases of
$28.0 million due to the impact of COVID-19 economic disruptions driving
decreases in commercial collection, roll off collection, transfer station and
landfill volumes and other revenue decreases of $1.1 million.

Revenue in our Canada segment decreased $6.0 million, or 3.1%, to $184.8 million
for the three months ended September 30, 2020, from $190.8 million for the three
months ended September 30, 2019. The components of the decrease consisted of
solid waste volume decreases of $16.2 million due to the net impact of COVID-19
economic disruptions driving decreases in commercial collection, roll off
collection, transfer station and landfill volumes and a decrease of $1.6 million
resulting from a lower average foreign currency exchange rate in effect during
the comparable reporting periods, partially offset by net price increases of
$8.3 million, an increase of $2.9 million resulting from an increase in the
prices for renewable energy credits and natural gas associated with the
generation and sale of landfill gas and other revenue increases of $0.6 million.

Revenue in our Canada segment decreased $31.2 million, or 5.7%, to $516.5
million for the nine months ended September 30, 2020, from $547.7 million for
the nine months ended September 30, 2019. The components of the decrease
consisted of solid waste volume decreases of $50.9 million due to the net impact
of COVID-19 economic disruptions driving decreases in commercial collection,
roll off collection, transfer station and landfill volumes and a decrease of
$9.6 million resulting from a lower average foreign currency exchange rate in
effect during the comparable reporting, partially offset by net price increases
of $27.6 million, net revenue growth from acquisitions closed during, or
subsequent to, the nine months ended September 30, 2019 of $0.6 million and
other revenue increases of $1.1 million.

Segment EBITDA

Segment EBITDA in our Western segment increased $11.0 million, or 12.2%, to
$101.1 million for the three months ended September 30, 2020, from $90.1 million
for the three months ended September 30, 2019.  The increase was due primarily
to an increase in revenues of $12.0 million, a decrease in taxes on revenues of
$4.9 million from the reversal of recorded liabilities for certain fees and
exactions at Chiquita Canyon landfill due to our successful challenge of
increases assessed in prior periods, a decrease in intermodal rail expenses of
$2.1 million due to a reduction in cargo volume, a decrease in fuel expense of
$1.1 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 401(k) matching expenses of
$1.1 million as we suspended our 401(k) match as of June 1, 2020 and a
collective decrease in travel, meeting, training, and community activity
expenses of $0.9 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, partially offset by a net $5.4 million increase in cost of
operations and SG&A expenses attributable to acquired operations, an increase in
corporate overhead expense allocations of $3.3 million due to an increase in the
overhead

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allocation rate, an increase in recurring taxes on revenues of $2.2 million attributable to price-led increases in residential collection and landfill municipal solid waste revenues and other expense increases of $0.2 million.

Segment EBITDA in our Western segment increased $14.0 million, or 5.5%, to
$267.5 million for the nine months ended September 30, 2020, from $253.5 million
for the nine months ended September 30, 2019.  The increase was due primarily to
an increase in revenues of $27.5 million, a decrease in taxes on revenues of
$4.9 million from the reversal of recorded liabilities for certain fees and
exactions at Chiquita Canyon landfill due to our successful challenge of
increases assessed in prior periods, a decrease in intermodal rail expenses of
$4.0 million due to a reduction in cargo volume, a collective decrease in
travel, meeting, training, and community activity expenses of $2.6 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 employee medical benefits expenses of $2.3 million due to a reduction in
medical visits, a decrease in fuel expense of $2.3 million due to a decrease in
the price of diesel fuel and a decrease in 401(k) matching expenses of $1.5
million as we suspended our 401(k) match as of June 1, 2020, partially offset by
a net $6.2 million increase in cost of operations and SG&A expenses attributable
to acquired operations, an increase in labor expenses of $4.6 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, an increase in recurring taxes on
revenues of $4.5 million attributable to price-led increases in residential
collection and landfill municipal solid waste revenues, an increase in corporate
overhead expense allocations of $3.2 million due to an increase in the overhead
allocation rate, 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 third party disposal
expenses of $2.2 million due primarily to disposal rate increases and higher
residential collection tonnage, an increase in landfill site maintenance
expenses of $1.3 million due primarily to increased daily cover costs, an
increase in property tax expenses of $1.2 million due primarily to reassessed
values of certain landfills, an increase in expenses for auto and workers'
compensation claims of $1.2 million due primarily to non-recurring adjustments
recorded in the prior year period to decrease projected losses on outstanding
claims originally recorded prior to 2019 and other expense increases of $4.3
million.

Segment EBITDA in our Eastern segment increased $2.9 million, or 3.3%, to $91.0
million for the three months ended September 30, 2020, from $88.1 million for
the three months ended September 30, 2019.  The increase was due primarily to an
increase in revenues of $16.4 million from organic growth and acquisitions,
$10.0 million of collective decreases in third-party disposal expenses,
third-party trucking expenses, labor expenses and expenses for processing
recyclable commodities attributable to declines in solid waste and commercial
recycling volumes resulting primarily from economic disruptions caused by
COVID-19, a decrease in fuel expense of $2.1 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 $1.6 million due to a
reduction in medical visits, a decrease in 401(k) matching expenses of $1.1
million as we suspended our 401(k) match as of June 1, 2020, a collective
decrease in travel, meeting, training, and community activity expenses of $1.0
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 to EBITDA of $0.9 million from the impact of operations disposed of
subsequent to the three months ended September 30, 2019 and other expense
decreases of $0.6 million, partially offset by a net $23.8 million increase in
cost of operations and SG&A expenses attributable to acquired operations, an
increase in corporate overhead expense allocations of $4.7 million due to an
increase in the overhead allocation rate, an increase in truck, container,
equipment and facility maintenance and repair expenses of $1.2 million due to an
increase in facility repairs and the completion of certain vehicle and equipment
maintenance activities that were postponed in the second quarter of 2020 and an
increase in landfill operating expenses of $1.1 million due primarily to
increased gas system repairs.

Segment EBITDA in our Eastern segment increased $8.2 million, or 3.3%, to $258.3
million for the nine months ended September 30, 2020, from $250.1 million for
the nine months ended September 30, 2019.  The increase was due primarily to an
increase in revenues of $59.2 million from organic growth and acquisitions,
$26.0 million of collective decreases 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 and commercial recycling volumes resulting primarily from economic
disruptions caused by COVID-19, a decrease in fuel expense of $5.5 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 $5.3
million due to a reduction in medical visits, a collective decrease in travel,
meeting, training, and community activity expenses of $1.8 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
to EBITDA of $1.5 million

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from the impact of operations disposed of during the nine months ended September
30, 2020, a decrease in 401(k) matching expenses of $1.3 million as we suspended
our 401(k) match as of June 1, 2020 and other expense decreases of $1.9 million,
partially offset by a net $78.0 million increase in cost of operations and SG&A
expenses attributable to acquired operations, an increase in corporate overhead
expense allocations of $6.3 million due to an increase in the overhead
allocation rate, an increase of $2.7 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 expenses for
uncollectible accounts receivable of $2.5 million due to customers experiencing
financial difficulties resulting from the economic impact of COVID-19, an
increase in truck, container, equipment and facility maintenance and repair
expenses of $1.5 million due to an increase in facility repairs as well as parts
and service rate increases, an increase in subcontracted hauling services of
$1.2 million due to outsourcing the servicing of certain non-strategic
collection customers to third party haulers, an increase in expenses for auto
and workers' compensation claims of $1.1 million due primarily to non-recurring
adjustments recorded in the prior year period to decrease projected losses on
outstanding claims occurring prior to 2019 and an increase in landfill operating
expenses of $1.0 million due primarily to increased gas system repairs.

Segment EBITDA in our Central segment increased $1.2 million, or 1.4%, to
$82.9 million for the three months ended September 30, 2020, from $81.7 million
for the three months ended September 30, 2019. The increase was due primarily to
$2.9 million of collective decreases in third-party disposal expenses and
third-party trucking expenses attributable to declines in solid waste volumes
resulting from economic disruptions caused by COVID-19, a decrease in expenses
for uncollectible accounts receivable of $1.2 million due primarily to the
current period collection of certain accounts deemed uncollectible in prior
periods, a decrease in 401(k) matching expenses of $1.1 million as we suspended
our 401(k) match as of June 1, 2020, a decrease in employee medical benefits
expenses of $0.8 million due to a reduction in medical visits, a decrease in
fuel expense of $0.8 million due to a decrease in the price of diesel fuel and
declines in the volume of fuel used in our operations, a collective decrease in
travel, meeting, training, and community activity expenses of $0.6 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 and other
expense decreases of $1.1 million, partially offset by a net $3.5 million
increase in cost of operations and SG&A expenses attributable to acquired
operations, an increase in corporate overhead expense allocations of $2.3
million due to an increase in the overhead allocation rate and a decrease in
revenues of $1.5 million.

Segment EBITDA in our Central segment increased $16.4 million, or 7.5%, to
$235.7 million for the nine months ended September 30, 2020, from $219.3 million
for the nine months ended September 30, 2019. The increase was due primarily to
an increase in revenues of $27.4 million, $5.3 million of collective decreases
in third-party disposal expenses and third-party trucking expenses attributable
to declines in solid waste volumes resulting from economic disruptions caused by
COVID-19, a decrease in employee medical benefits expenses of $3.6 million due
to a reduction in medical visits, a decrease in expenses for uncollectible
accounts receivable of $1.9 million due primarily to the current period
collection of certain accounts deemed uncollectible in prior periods, a decrease
in fuel expense of $1.6 million due to a decrease in the price of diesel fuel, a
decrease in 401(k) matching expenses of $1.3 million as we suspended our 401(k)
match as of June 1, 2020, a collective decrease in travel, meeting, training,
and community activity expenses of $1.2 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 and other expense decreases of $0.7 million,
partially offset by a net $15.4 million increase in cost of operations and SG&A
expenses attributable to acquired operations, an increase in labor expenses of
$5.1 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 hours worked attributable to solid waste volume reductions resulting from
COVID-19 economic disruptions, an increase in corporate overhead expense
allocations of $2.7 million due to an increase in the overhead allocation rate,
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 $1.1 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 decreased $31.8 million, or 28.1%, to
$81.4 million for the three months ended September 30, 2020, from $113.2 million
for the three months ended September 30, 2019.  The decrease was due to a
decrease in E&P revenues of $41.6 million, an increase in corporate overhead
expense allocations to our solid waste operations of $3.3 million due to an
increase in the overhead allocation rate, an increase in truck, container,
equipment and facility maintenance and repair expenses at our solid waste
operations of $2.4 million due to an increase in facility repairs

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as well as parts and service rate increases, an increase in labor expenses at
our solid waste operations of $1.6 million due primarily to employee pay rate
increases, an increase in expenses for uncollectible accounts receivable at our
E&P operations of $1.5 million due to customers experiencing financial
difficulties resulting from the economic impact of COVID-19 and $0.7 million of
other net expense increases at our solid waste operations, partially offset by a
decrease in 401(k) matching expenses at our solid waste operations of $1.9
million as we suspended our 401(k) match as of June 1, 2020, a decrease in third
party disposal expenses at our solid waste operations of $1.4 million due
primarily to declines in commercial and roll off collection volumes, a decrease
in employee medical benefits expenses at our solid waste operations of $1.2
million due to a reduction in medical visits, a decrease in fuel expense at our
solid waste operations of $0.9 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
expenses for auto and workers' compensation claims at our solid waste operations
of $0.8 million due primarily to adjustments recorded in the current year period
to decrease projected losses on outstanding claims originally recorded in prior
periods, a collective decrease in travel, meeting, training, and community
activity expenses at our solid waste operations of $0.7 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 revenues at
our solid waste operations of $0.7 million and the following expense decreases
at our E&P operations which were directly attributable to the decline in E&P
volumes and corresponding decline in E&P revenues: a decrease in labor expenses
of $3.0 million; a decrease in equipment and property repair and maintenance
expenses of $2.8 million; a decrease in operating activities outsourced to
third-parties of $2.0 million; a decrease in fuel expense of $0.9 million; a
decrease in landfill operating supplies of $0.9 million; a decrease in
third-party trucking and transportation services of $0.6 million; a decrease in
royalty expenses paid on revenues of $0.6 million; a decrease in travel,
meetings and training expenses of $0.5 million and $0.4 million of other net
expense decreases.

Segment EBITDA in our Southern segment decreased $50.3 million, or 15.4%, to
$276.8 million for the nine months ended September 30, 2020, from $327.1 million
for the nine months ended September 30, 2019.  The decrease was due to a
decrease in E&P revenues of $72.7 million, a net $8.3 million increase in cost
of operations and SG&A expenses attributable to acquired operations, an increase
in truck, container, equipment and facility maintenance and repair expenses at
our solid waste operations of $7.8 million due to an increase in facility
repairs as well as parts and service rate increases, an increase in expenses for
auto and workers' compensation claims of $6.7 million at our solid waste
operations due primarily to increases in our deductibles for auto claims, higher
claims severity in the current year period and adjustments recorded in the prior
year period to decrease projected losses on outstanding claims originally
recorded prior to 2019, an increase in labor expenses at our solid waste
operations of $6.0 million due primarily to employee pay rate increases, an
increase of $3.6 million resulting from the payment of supplemental bonuses to
non-management employees at our solid waste operations to provide financial
assistance associated with the impact of COVID-19, an increase in corporate
overhead expense allocations to our solid waste operations of $3.5 million due
to an increase in the overhead allocation rate, an increase in third party
trucking and transportation expenses of $2.2 million at our solid waste
operations due to increased landfill special waste volumes requiring
transportation services to our disposal sites, an increase in expenses for
uncollectible accounts receivable at our E&P operations of $1.9 million due to
customers experiencing financial difficulties resulting from the economic impact
of COVID-19, an increase in leachate expense at our solid waste operations of
$1.5 million due to higher precipitation at our sites in Florida and $0.4
million of other net expense increases at our solid waste operations, partially
offset by an increase in revenues at our solid waste operations of $21.8
million, a decrease in third party disposal expenses at our solid waste
operations of $6.3 million due primarily to declines in commercial and roll off
collection volumes, a decrease in employee medical benefits expenses at our
solid waste operations of $5.4 million due to a reduction in medical visits, a
decrease in 401(k) matching expenses at our solid waste operations of $2.4
million as we suspended our 401(k) match as of June 1, 2020, a collective
decrease in travel, meeting, training, and community activity expenses at our
solid waste operations of $2.3 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 fuel expense at our solid waste
operations of $1.6 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 compressed
natural gas expense at our solid waste operations of $1.5 million due primarily
to the recognition in 2020 of tax credits associated with the purchase of
compressed natural gas and the following expense decreases at our E&P operations
which were directly attributable to the decline in E&P volumes and corresponding
decline in E&P revenues: a decrease in equipment and property repair and
maintenance expenses of $4.2 million; a decrease in operating activities
outsourced to third-parties of $3.6 million; a decrease in labor expenses of
$3.4 million; a decrease in third-party trucking and transportation services of
$3.2 million; a decrease in fuel expense of $2.0 million; a decrease in royalty
expenses paid on revenues of $1.6 million; a decrease in landfill operating
supplies of $1.3 million; a decrease in

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travel, meetings and training expenses of $1.2 million; a decrease in equipment rental expenses of $0.6 million and $1.9 million of other net expense decreases.

Segment EBITDA in our Canada segment increased $5.7 million, or 8.6%, to
$72.5 million for the three months ended September 30, 2020, from $66.8 million
for the three months ended September 30, 2019.  The increase was comprised of an
increase of $6.2 million assuming foreign currency parity during the comparable
reporting periods and a decrease of $0.5 million from a decrease in the average
foreign currency exchange rate in effect during the comparable reporting
periods. The $6.2 million increase, which assumes foreign currency parity, was
due to a decrease in subcontracted hauling services at our solid waste
operations of $2.8 million due primarily to the impact of reversing expenses
accrued in a prior period and incurring less expenses in the current period
associated with estimated equipment charge overages related to an outsourced
collection contract, $2.4 million of collective decreases in third-party
disposal expenses and third-party trucking expenses attributable to declines in
solid waste volumes resulting from economic disruptions caused by COVID-19, a
decrease in labor expenses of $1.7 million due to the receipt of a government
subsidy reimbursing us for certain payroll expenditures remitted to our
employees during the COVID-19 pandemic, a decrease in fuel expense of $1.5
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 insurance premium expense of $1.2
million due primarily to refunds received in the current period resulting from
favorable workers' compensation claim incident totals and a decrease in expenses
for uncollectible accounts receivable of $1.2 million due primarily to the
current period collection of certain accounts deemed uncollectible in prior
periods, partially offset by a decrease in revenues of $4.4 million and other
expense increases of $0.2 million.

Segment EBITDA in our Canada segment decreased $8.1 million, or 4.2%, to
$185.6 million for the nine months ended September 30, 2020, from $193.7 million
for the nine months ended September 30, 2019.  The decrease was comprised of a
decrease of $4.8 million assuming foreign currency parity during the comparable
reporting periods and a decrease of $3.3 million from a decrease in the average
foreign currency exchange rate in effect during the comparable reporting
periods. The $4.8 million decrease, which assumes foreign currency parity, was
due primarily to a decrease in revenues of $21.6 million, additional expenses 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 other net expenses of $1.3 million,
partially offset by collective decreases totaling $7.2 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 $4.4 million due to declines in the
market price of diesel fuel, a decrease in subcontracted hauling services at our
solid waste operations of $3.2 million due primarily to the impact of reversing
expenses accrued in a prior period and incurring less expenses in the current
period associated with estimated equipment charge overages related to an
outsourced collection contract, a decrease in labor expenses of $1.7 million due
to the receipt of a government subsidy reimbursing us for certain payroll
expenditures remitted to our employees during the COVID-19 pandemic, a decrease
in insurance premium expense of $1.5 million due primarily to refunds received
in the current period resulting from favorable workers' compensation claim
incident totals and a collective decrease in travel, meeting, training, and
community activity expenses of $1.3 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.

Segment EBITDA at Corporate decreased $3.7 million, to a loss of $4.1 million
for the three months ended September 30, 2020, from a loss of $0.4 million for
the three months ended September 30, 2019.  The decrease was due to an increase
in accrued cash incentive compensation expense to our management and
non-management employees of $9.5 million, an increase in equity-based
compensation expenses of $2.4 million resulting primarily from an increased
value of our recurring grant of restricted and performance share units to our
personnel and adjustments to the amount of performance-based restricted share
units granted in 2018 that are estimated to ultimately vest, an increase in
share-based compensation expenses of $1.7 million due primarily to increased
share price volatility in the current period for equity awards accounted for as
liabilities that were granted to employees of Progressive Waste prior to June 1,
2016 which are subject to valuation adjustments each period based on changes in
fair value, an increase in direct acquisition expenses of $1.3 million due to an
increase in acquisition activity, an increase in deferred compensation expenses
of $1.2 million as a result of increases in the market value of investments to
which employee deferred compensation liability balances are tracked, an increase
in software licenses and subscriptions expenses of $0.9 million due primarily to
the addition of new sales and customer service applications, an increase of $0.7
million in equity-based compensation expenses associated with fair value
adjustments to Company common shares held in our deferred compensation plan by
certain key executives as a result of the shares being exchanged for other
investment options and $1.8 million of other net expense increases, partially
offset

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by an increase in corporate overhead allocated through charges to our segments
of $14.0 million due to an increase in expenses qualifying for allocation rates
and a collective decrease in travel, meeting, training, office supplies and
community activity expenses of $1.8 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.

Segment EBITDA at Corporate increased $1.3 million, to a loss of $10.5 million
for the nine months ended September 30, 2020, from a loss of $11.8 million for
the nine months ended September 30, 2019.  The increase was due to an increase
in corporate overhead allocated through charges to our segments of $16.1 million
due to an increase in expenses qualifying for allocation, a collective decrease
in travel, meeting, training, office supplies and community activity expenses of
$6.0 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 $3.6 million due to a decline in
acquisition activity, a decrease in deferred compensation expenses of $3.0
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 $2.9 million due primarily to work on legal matters being
postponed resulting from temporary court closures and a decrease in third party
tax consulting expenses and a decrease in share-based compensation expenses of
$1.7 million due primarily to decreased share price volatility and less
outstanding shares in the current period for equity awards accounted for as
liabilities that were granted to employees of Progressive Waste prior to June 1,
2016 which are subject to valuation adjustments each period based on changes in
fair value, partially offset by an increase in accrued cash incentive
compensation expense to our management and non-management employees of $18.4
million, an increase of $4.0 million in equity-based compensation expenses
associated with fair value adjustments to Company common shares held in our
deferred compensation plan by certain key executives as a result of the shares
being exchanged for other investment options, an increase in software licenses
and subscriptions expenses of $2.2 million due primarily to the addition of new
sales and customer service applications, an increase in payroll and payroll
related expenses of $2.1 million due to annual pay increases and increased
employee termination pay, an increase in equity-based compensation expenses of
$1.1 million resulting primarily from the impact of an increased value of our
recurring grant of restricted and performance share units to our personnel, net
of adjustments to the amount of performance-based restricted share units
estimated to ultimately vest, and $4.2 million of other net expense increases.

LIQUIDITY AND CAPITAL RESOURCES

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

                                                                   Nine Months Ended
                                                                     September 30,
                                                                  2020           2019

Net cash provided by operating activities                      $ 1,185,573    $ 1,185,430
Net cash used in investing activities                            (650,066) 

(885,672)

Net cash used in financing activities                              (4,093) 

(308,039)

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

                                                    980  

143

Net increase (decrease) in cash, cash equivalents and
restricted cash                                                    532,394 

(8,138)

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

403,966

Cash, cash equivalents and restricted cash at end of period $ 955,615

  $   395,828




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Operating Activities Cash Flows

For the nine months ended September 30, 2020, net cash provided by operating
activities was $1.186 billion. For the nine months ended September 30, 2019, net
cash provided by operating activities was $1.185 billion. The $0.1 million
increase was due primarily to the following:

Accounts receivable - Our increase in net cash provided by operating

activities was favorably impacted by $95.0 million from accounts receivable,

as changes in accounts receivable, net of acquisitions, resulted in an

increase to operating cash flows of $46.0 million for the nine months ended

September 30, 2020, compared to a decrease to operating cash flows of $49.1

million for the nine months ended September 30, 2019. During the nine months

ended September 30, 2020, net price increases of $168.0 million were offset by

volume decreases in our solid waste business and E&P business of $199.8

1) million and $75.2 million, respectively. The net decrease in revenues

resulting from volume losses in excess of price increases during the nine

months ended September 30, 2020 contributed to a decrease in accounts

receivable at September 30, 2020. During the nine months ended September 30,

2019, we recognized net price increases of $174.5 million and volume increases

in our solid waste business and E&P business of $7.0 million and $12.5

million, respectively. The increase in revenues resulting from price and

volume increases during the nine months ended September 30, 2019 contributed

    to an increase in accounts receivable at September 30, 2019.


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

activities was unfavorably impacted by $72.1 million from a decrease in net

income, excluding depreciation, amortization of intangibles, amortization of

leases, deferred income taxes, share-based compensation, adjustments to and

2) payments of contingent consideration recorded in earnings and loss on disposal

of assets and impairments, due primarily to a decline in earnings at our E&P

operations, as well as economic disruptions resulting from COVID-19, and

additional income tax expense due to the finalization of tax regulations under

Internal Revenue Code section 267A.

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

by operating activities was unfavorably impacted by $13.1 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 were adversely

impacted from the timing of vendor payments and payroll cycles as well as the

payment of higher outstanding liabilities existing prior to the recent

3) economic downturn. This decrease was partially offset by an increase in

accrued payroll tax liabilities of $29.2 million associated with our deferral

of qualifying U.S. payroll and other tax payments as permitted by the CARES

Act, an increase in liabilities for cash incentive compensation of $19.1

million and an increase in accrued interest expense liabilities of $7.2

million due to the timing of interest payments for our outstanding senior note

obligations. We expect to defer approximately $45.0 million of U.S. payroll

and other tax payments in 2020 under the CARES Act, of which 50% will be

remitted in 2021 and 50% remitted in 2022.

As of September 30, 2020, we had a working capital surplus of $456.0 million,
including cash and equivalents of $859.1 million.  Our working capital surplus
increased $332.6 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 being partially offset by
higher short-term contingent consideration liabilities, accrued liabilities and
a reduction in accounts receivable. 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.

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Investing Activities Cash Flows

Net cash used in investing activities decreased $235.6 million to $650.1 million
for the nine months ended September 30, 2020, from $885.7 million for the nine
months ended September 30, 2019. The significant components of the decrease
included the following:

A decrease in cash paid for acquisitions of $246.6 million due primarily to a

1) decrease in acquisitions closed during the nine months ended September 30,

    2020;


    A decrease in capital expenditures of $12.8 million due to decreases in
    vehicles for our collection operations and equipment for our disposal

2) operations exceeding capital expenditures for landfill sites costs and

expenditures for vehicles, containers and equipment purchased for operations

acquired during, or subsequent to, the nine months ended September 30, 2019;

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

$8.9 million; less

An increase in capital expenditures for undeveloped landfill property of $35.1

million attributable to expenditures during the nine months ended September

4) 30, 2020 for expansion land at certain existing landfill facilities exceeding

expenditures during the nine months ended September 30, 2019 for the purchase

of a greenfield landfill site in our Southern segment that will be developed

into an operating location in the future.

Financing Activities Cash Flows

Net cash used in financing activities decreased $303.9 million to $4.1 million
for the nine months ended September 30, 2020, from net cash used in financing
activities of $308.0 million for the nine months ended September 30, 2019. The
significant components of the decrease included the following:

A decrease from the net change in long-term borrowings of $447.4 million

(long-term borrowings increased $285.0 million during the nine months ended

1) September 30, 2020 and decreased $162.4 million during the nine months ended

September 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 nine months ended

September 30, 2020; less

An increase in debt issuance costs of $5.2 million due to costs incurred

3) during the nine months ended September 30, 2020 for our 2030 Senior Notes and

    2050 Senior Notes exceeding costs incurred during the nine months ended
    September 30, 2019 for our 2029 Senior Notes; less


    An increase in tax withholdings related to net share settlements of

4) equity-based compensation of $5.8 million due to an increase in the value of

equity-based compensation awards vesting; less

An increase in cash dividends paid of $19.6 million due primarily to an

5) increase in our quarterly dividend rate for the nine months ended September

30, 2020 to $0.185 per share, from $0.16 per share for the nine months ended

September 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 23, 2020, 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 13,144,773 of our common shares 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. 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 [phone].  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 18 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.

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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. In October 2020, our Board of Directors
authorized an increase to our regular quarterly cash dividend of $0.02, from
$0.185 to $0.205 per share.  Cash dividends of $145.9 million and $126.3 million
were paid during the nine months ended September 30, 2020 and 2019,
respectively. We cannot assure you as to the amounts or timing of future
dividends.

We made $420.7 million in capital expenditures for property and equipment during
the nine months ended September 30, 2020, and we expect to make total capital
expenditures for property and equipment of approximately $575 million in 2020.
 In addition, we made $66.8 million in capital expenditures for undeveloped
landfill property during the nine months ended September 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.

As of September 30, 2020, $650.0 million under the term loan and $178.7 million
under the revolving credit facility were outstanding under our Credit Agreement,
exclusive of outstanding standby letters of credit of $125.9 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 11 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,

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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 September 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                             $ 4,714,670    $    6,772    $ 1,411,234    $      532,919    $ 2,763,745
Cash interest payments                     $ 1,297,414    $  162,469    $   292,585    $      212,944    $   629,416
Contingent consideration                   $   109,000    $   62,492    $     7,160    $        3,224    $    36,124
Operating leases                           $   209,446    $   35,750    $    63,224    $       23,455    $    87,017
Final capping, closure and post-closure    $ 1,527,763    $    5,454    $  

 65,995    $       13,750    $ 1,442,564


____________________

Long-term debt payments include:

$178.7 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

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

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

1) 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 1.35% on such date) and $3.7 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 1.68% 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 September 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 1.35% 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%.


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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%.

$43.2 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 September 30, 2020, and

have maturity dates ranging from 2021 to 2036.

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

September 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 $88.5 million recorded as liabilities
in our Condensed Consolidated Financial Statements at September 30, 2020, and
$20.5 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            $    138,217     $    89,523

   $ 48,694    $      -    $      -


____________________

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 September 30, 2020, our unconditional purchase obligations

(1) consisted of multiple fixed-price fuel purchase contracts under which we have

54.8 million gallons remaining to be purchased for a total of $138.2 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


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liquidity during the nine months ended September 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 $1.181 billion and $1.081 billion at September 30, 2020 and
December 31, 2019, respectively. These arrangements have not materially affected
our financial position, results of operations or liquidity during the nine
months ended September 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 nine month periods ended September 30, 2020 and 2019, at all of our landfills during the respective period, is shown below (tons in thousands):

                                                         Nine Months Ended September 30,
                                                            2020                  2019
                                                      Number     Total      Number     Total
                                                     of Sites     Tons     of Sites     Tons
Owned operational landfills and landfills
operated under life-of-site agreements                     89    33,268    

     92    35,412
Operated landfills                                          4       413           4       433
                                                           93    33,681          96    35,845




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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 nine month periods ended September 30, 2020 and 2019, are
calculated as follows (amounts in thousands of U.S. dollars):




                                                             Nine Months Ended
                                                               September 30,
                                                            2020           2019
Net cash provided by operating activities                $ 1,185,573    $ 

1,185,430

Plus (less): Change in book overdraft                          (862)       

1,911

Plus: Proceeds from disposal of assets                        11,564       

2,626

Less: Capital expenditures for property and equipment (420,694) (433,526) Less: Distributions to noncontrolling interests

                    -        

(117)

Adjustments:

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

(2,376)

Transaction-related expenses (b)                               4,497       

8,057

Pre-existing Progressive Waste share-based grants (c) 7,455

  4,306
Tax effect (d)                                               (4,168)        (3,375)
Adjusted free cash flow                                  $   778,391    $   762,936


____________________

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

of certain 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 attributable to Waste
Connections, minus net loss attributable to noncontrolling interests, plus
income tax provision, plus interest expense, less interest income, plus
depreciation and amortization expense, plus closure and post-closure accretion
expense, plus or minus any loss or gain on impairments and other operating
items, plus other expense, less other income. We further adjust this calculation
to exclude the effects of other items management believes impact the ability to
assess the operating performance of our business. This measure is not a
substitute for, and should be used in conjunction with, GAAP financial measures.
Other companies may calculate adjusted EBITDA differently. Our adjusted EBITDA
for the three and nine month periods ended September 30, 2020 and 2019, are
calculated as follows (amounts in thousands of U.S. dollars):




                                                 Three Months Ended          Nine Months Ended
                                                   September 30,               September 30,
                                                 2020         2019          2020           2019
Net income attributable to Waste
Connections                                    $ 158,049    $ 159,109    $    74,012    $   433,579
Less: Net loss attributable to
noncontrolling interests                            (58)         (35)          (594)           (89)
Plus: Income tax provision                        33,657       42,783         23,654        110,539
Plus: Interest expense                            40,636       36,780        119,562        111,313
Less: Interest income                              (903)      (2,056)        (4,396)        (7,186)

Plus: Depreciation and amortization              190,243      189,928        555,703        555,437
Plus: Closure and post-closure accretion           3,723        3,649         11,340         10,821
Plus: Impairments and other operating items        3,805       12,935        442,582         32,949
Plus (less): Other expense (income), net           (702)           19          3,046        (4,562)
Adjustments:
Plus: Transaction-related expenses (a)             2,335        1,036          4,497          8,057
Plus (less): Fair value changes to equity
awards (b)                                         1,798        (589)          6,021          3,693
Adjusted EBITDA                                $ 432,583    $ 443,559    $ 1,235,427    $ 1,254,551


____________________

(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 nine month periods ended
September 30, 2020 and 2019, are calculated as follows (amounts in thousands of
U.S. dollars, except per share amounts):




                                                    Three Months Ended           Nine Months Ended
                                                      September 30,               September 30,
                                                    2020          2019          2020           2019
Reported net income attributable to Waste
Connections                                      $  158,049    $  159,109    $    74,012    $  433,579
Adjustments:
Amortization of intangibles (a)                      32,653        31,934         96,062        93,821
Impairments and other operating items (b)             3,805        12,935        442,582        32,949
Transaction-related expenses (c)                      2,335         1,036          4,497         8,057
Fair value changes to equity awards (d)               1,798         (589)  

       6,021         3,693
Tax effect (e)                                     (10,000)      (11,486)      (137,523)      (33,955)
Tax items (f)                                             -             -         31,508             -
Adjusted net income attributable to Waste
Connections                                      $  188,640    $  192,939

$ 517,159 $ 538,144

Diluted earnings per common share
attributable to Waste Connections' common
shareholders:
Reported net income                              $     0.60    $     0.60    $      0.28    $     1.64
Adjusted net income                              $     0.72    $     0.73    $      1.96    $     2.03


____________________

(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.

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 pandemic,
may

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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 pandemic 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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