- Revenue of $1.176 billion, exceeding outlook

- Reports 5.1% solid waste price + volume growth

- Net income attributable to Waste Connections of $123.7 million, or $0.47 per share

- Adjusted net income attributable to Waste Connections* of $145.5 million, or $0.55 per share, up 25%

- Adjusted EBITDA* of $373.6 million, or 31.8% of revenue, exceeding outlook

- YTD net cash provided by operating activities of $551.9 million

- YTD adjusted free cash flow* of $393.6 million, or 17.4% of revenue

TORONTO, July 25, 2017 /PRNewswire/ -- Waste Connections, Inc. (TSX/NYSE: WCN) ("Waste Connections" or the "Company") today announced its results for the second quarter of 2017. Revenue in the second quarter totaled $1.176 billion, up from $727.6 million in the year ago period. Revenue from the Progressive Waste acquisition completed on June 1, 2016, was $511.4 million and $174.0 million in the current year and prior year periods, respectively. Operating income, which included $7.4 million in charges primarily related to share-based compensation costs associated with share-based awards assumed in the Progressive Waste acquisition, was $206.9 million. This compares to operating income of $63.5 million in the second quarter of 2016, which included $73.2 million of items primarily related to the Progressive Waste acquisition completed in that period.

Net income attributable to Waste Connections in the second quarter was $123.7 million, or $0.47 per share on a diluted basis of 264.1 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $27.5 million, or $0.13 per share on a diluted basis of 210.9 million shares. Shares and per share numbers reflect a three-for-two share split completed in June 2017.

Adjusted net income attributable to Waste Connections* in the second quarter was $145.5 million, or $0.55 per share, versus $93.2 million, or $0.44 per share, in the prior year period. Adjusted EBITDA* in the second quarter was $373.6 million, as compared to adjusted EBITDA* of $233.6 million in the prior year period. Adjusted net income attributable to Waste Connections, adjusted net income attributable to Waste Connections per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude the impact of acquisition-related items, as reflected in the detailed reconciliation in the attached tables.

"Continued strength in solid waste volumes, recycled commodity prices and E&P waste activity enabled us to once again exceed our outlook for the quarter. Given our strong results in the first half of the year and expected continuing momentum from these trends, we believe we are on track to report approximately $1.45 billion of adjusted EBITDA in 2017, exceeding our initial outlook provided in February," said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. "More importantly, full year adjusted free cash flow, now estimated at approximately $750 million, or almost 52% of adjusted EBITDA, is also pacing ahead of initial expectations."

Mr. Mittelstaedt added, "We are pleased to report that our divestiture program is nearing completion, with the expected benefits greater than initially anticipated. Moreover, we are encouraged by our progress on potential acquisitions, for which we could fully utilize existing cash and projected excess cash flow over the next few quarters. In addition to funding potentially above average acquisition activity, our strong financial profile also positions us for another double-digit percentage increase in our quarterly dividend in October."

* A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule.

For the six months ended June 30, 2017, revenue was $2.267 billion, as compared to revenue of $1.242 billion in the year ago period. Operating income, which included $159.0 million of expenses primarily related to both goodwill impairment against the Company's E&P segment resulting from the early adoption of FASB's recent accounting pronouncement simplifying the test for goodwill impairment and items related to the expected divestiture of certain assets acquired in the Progressive Waste acquisition, was $233.3 million, compared to $154.5 million for the same period in 2016, which included $82.0 million of costs primarily related to the Progressive Waste acquisition completed in that period.

Net income attributable to Waste Connections for the six months ended June 30, 2017, was $138.5 million, or $0.52 per share on a diluted basis of 264.0 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $72.3 million, or $0.37 per share on a diluted basis of 198.0 million shares.

Adjusted net income attributable to Waste Connections* for the six months ended June 30, 2017, was $275.5 million, or $1.04 per share, compared to $148.4 million, or $0.75 per share, in the year ago period. Adjusted EBITDA* for the six months ended June 30, 2017, was $706.4 million, as compared to $403.3 million in the prior year period.

UPDATED 2017 OUTLOOK

Waste Connections also updated its outlook for 2017, which assumes no change in the current economic environment. The Company's outlook excludes any impact from additional divestitures and acquisitions that may close during the year, and expensing of transaction-related items. The outlook provided below is forward looking, and actual results may differ materially depending on risks and uncertainties detailed at the end of this release and in our periodic filings with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Certain components of the outlook for 2017 are subject to quarterly fluctuations. See reconciliation in the attached tables.


    --  Revenue is estimated to be approximately $4.570 billion, as compared to
        our original revenue outlook of approximately $4.450 billion.
    --  Net income is estimated to be approximately $390 million and adjusted
        EBITDA* is estimated to be approximately $1.450 billion, or about 31.7%
        of revenue, as compared to our original adjusted EBITDA* outlook of
        $1.410 billion.
    --  Net cash provided by operating activities is estimated to be
        approximately $1.186 billion and adjusted free cash flow* is estimated
        to be approximately $750 million, or about 16.4% of revenue, as compared
        to our original adjusted free cash flow* outlook of approximately $725
        million.

* A non-GAAP measure; see accompanying Non-GAAP Reconciliation Schedule.

CONFERENCE CALL

Waste Connections will be hosting a conference call related to second quarter earnings on July 26(th) at 8:30 A.M. Eastern Time. The call will be broadcast live over the Internet through a link on the Company's website at www.wasteconnections.com. A playback of the call will be available on the Company's website.

About Waste Connections

Waste Connections is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the United States and Canada. Through its R360 Environmental Solutions subsidiary, Waste Connections is also a leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the United States, including the Permian, Bakken and Eagle Ford Basins. Waste Connections serves more than six million residential, commercial, industrial, and exploration and production customers in 39 states in the U.S., and five provinces in Canada. The Company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

For more information, visit the Waste Connections web site at www.wasteconnections.com. Copies of financial literature, including this release, are available on the Waste Connections website or through contacting us directly at (905) 532-7510. Investors can also obtain these materials and other documents filed with the U.S. Securities and Exchange Commission (SEC) and the Canadian securities regulators free of charge at the SEC's website, www.sec.gov, and at the System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian Securities Administrators at www.sedar.com.

Safe Harbor and Forward-Looking Information

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 (PSLRA) and "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "intends" or other words of similar meaning. All of the forward-looking statements included in this press release are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements about expected 2017 financial results, adjusted free cash flow, outlook and related assumptions, potential operating trends, expected benefits of the divestiture program, potential acquisition activity, and a potential dividend increase. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in filings that have been made by the Company with the U.S. Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

- financial tables attached -




    CONTACT:


    Worthing Jackman / (832) 442-2266 Mary Anne Whitney / (832) 442-2253

    worthingj@wasteconnections.com    maryannew@wasteconnections.com


                                                           WASTE CONNECTIONS, INC.

                                               CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

                                              THREE AND SIX MONTHS ENDED JUNE 30, 2016 AND 2017

                                                                 (Unaudited)

                                     (in thousands of U.S. dollars, except share and per share amounts)


                                                                     Three months ended                       Six months ended

                                                                          June 30,                                June 30,
                                                                          --------                                --------

                                                                            2016                         2017                       2016        2017
                                                                            ----                         ----                       ----        ----


    Revenues                                                            $727,639                   $1,175,569                 $1,242,319  $2,266,835

    Operating expenses:

    Cost of operations                                                   416,262                      685,900                    703,453   1,329,281

    Selling, general and
     administrative                                                      152,737                      126,350                    220,419     255,400

    Depreciation                                                          84,348                      132,827                    145,245     258,067

    Amortization of intangibles                                           14,081                       24,762                     21,775      50,272

    Impairments and other
     operating items                                                     (3,284)                     (1,180)                   (3,048)    140,501

    Operating income                                                      63,495                      206,910                    154,475     233,314


    Interest expense                                                    (20,485)                    (31,160)                  (37,670)   (60,291)

    Other income (expense), net                                            (714)                       1,860                      (492)      3,326

    Foreign currency
     transaction gain (loss)                                                 689                      (1,048)                       689     (1,638)

    Income before income tax
     provision                                                            42,985                      176,562                    117,002     174,711


    Income tax provision                                                (15,265)                    (52,675)                  (44,265)   (35,804)
                                                                         -------                      -------                    -------     -------

    Net income                                                            27,720                      123,887                     72,737     138,907

    Less: net income attributable to noncontrolling   interests

                                                                           (231)                       (231)                     (406)      (377)
                                                                            ----                         ----                       ----        ----

    Net income attributable to
     Waste Connections                                                   $27,489                     $123,656                    $72,331    $138,530
                                                                         =======                     ========                    =======    ========


    Earnings per common share attributable to  Waste
     Connections' common shareholders:

    Basic                                                                  $0.13                        $0.47                      $0.37       $0.53
                                                                           =====                        =====                      =====       =====


    Diluted                                                                $0.13                        $0.47                      $0.37       $0.52
                                                                           =====                        =====                      =====       =====


    Shares used in the per share calculations:

    Basic                                                            210,305,335                  263,387,338                197,244,873 263,225,541
                                                                     ===========                  ===========                =========== ===========

    Diluted                                                          210,880,732                  264,109,594                198,036,792 264,007,307
                                                                     ===========                  ===========                =========== ===========


    Cash dividends per common
     share                                                                $0.097                        $0.12                     $0.193       $0.24
                                                                          ======                        =====                     ======       =====



                                                               WASTE CONNECTIONS, INC.

                                                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                     (Unaudited)

                                          (in thousands of U.S. dollars, except share and per share amounts)


                                                                                                             December 31,               June 30,
                                                                                                                     2016                     2017
                                                                                                                     ----                     ----

    ASSETS

    Current assets:

    Cash and equivalents                                                                                                     $154,382                 $399,741

    Accounts receivable, net of
     allowance for doubtful accounts of
     $13,160 and $14,947 at December
     31, 2016 and June 30, 2017,
     respectively                                                                                                             485,138                  547,671

    Current assets held for sale                                                                                                6,339                    8,731

    Prepaid expenses and other current
     assets                                                                                                                    97,533                   93,053
                                                                                                                               ------                   ------

    Total current assets                                                                                                      743,392                1,049,196


    Property and equipment, net                                                                                             4,738,055                4,729,335

    Goodwill                                                                                                                4,390,261                4,589,573

    Intangible assets, net                                                                                                  1,067,158                1,083,787

    Restricted assets                                                                                                          63,406                   60,393

    Long-term assets held for sale                                                                                             33,989                   79,448

    Other assets, net                                                                                                          67,664                   63,631
                                                                                                                               ------                   ------

                                                                                                                          $11,103,925              $11,655,363
                                                                                                                          ===========              ===========

    LIABILITIES AND EQUITY

    Current liabilities:

    Accounts payable                                                                                                         $251,253                 $239,150

    Book overdraft                                                                                                             10,955                   30,585

    Accrued liabilities                                                                                                       269,402                  270,621

    Deferred revenue                                                                                                          134,081                  140,070

    Current portion of contingent
     consideration                                                                                                             21,453                   27,097

    Current liabilities held for sale                                                                                           3,383                    6,365

    Current portion of long-term debt
     and notes payable                                                                                                          1,650                   11,511
                                                                                                                                -----                   ------

          Total current liabilities                                                                                           692,177                  725,399


    Long-term debt and notes payable                                                                                        3,616,760                3,963,909

    Long-term portion of contingent
     consideration                                                                                                             30,373                   31,218

    Long-term liabilities held for sale                                                                                             -                     463

    Other long-term liabilities                                                                                               331,074                  304,179

    Deferred income taxes                                                                                                     778,664                  822,209
                                                                                                                              -------                  -------

          Total liabilities                                                                                                 5,449,048                5,847,377


    Equity:

    Common shares: 263,140,777 shares
     issued and 262,803,380 shares
     outstanding at December 31, 2016;
     263,637,093 shares issued and
     263,425,440 shares outstanding at
     June 30, 2017                                                                                                          4,174,808                4,184,489

    Additional paid-in capital                                                                                                102,220                  102,479

    Accumulated other comprehensive
     income (loss)                                                                                                           (43,001)                  26,108

    Treasury shares: 337,397 and
     211,653 shares at December 31,
     2016 and June 30, 2017,
     respectively                                                                                                                   -                       -

    Retained earnings                                                                                                       1,413,488                1,487,171
                                                                                                                            ---------                ---------

          Total Waste Connections' equity                                                                                   5,647,515                5,800,247

    Noncontrolling interest in
     subsidiaries                                                                                                               7,362                    7,739
                                                                                                                                -----                    -----

          Total equity                                                                                                      5,654,877                5,807,986
                                                                                                                            ---------                ---------

                                                                                                                                      $11,103,925              $11,655,363
                                                                                                                                      ===========              ===========


                                                    WASTE CONNECTIONS, INC.

                                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            SIX MONTHS ENDED JUNE 30, 2016 AND 2017

                                                          (Unaudited)

                                                 (in thousands of U.S. dollars)


                                                                                             Six months ended June 30,

                                                                                        2016                      2017
                                                                                        ----                      ----

    Cash flows from operating
     activities:

    Net income                                                                                     $72,737               $138,907

    Adjustments to reconcile net income
     to net cash provided by operating
     activities:

    Loss on disposal of assets and
     impairments                                                                                       509                128,608

    Depreciation                                                                                   145,245                258,067

    Amortization of intangibles                                                                     21,775                 50,272

    Foreign currency transaction (gain)
     loss                                                                                            (689)                 1,638

    Deferred income taxes, net of
     acquisitions                                                                                   25,363               (10,378)

    Amortization of debt issuance costs                                                              2,842                  2,101

    Share-based compensation                                                                        26,405                 23,364

    Interest income on restricted
     assets                                                                                          (246)                 (283)

    Interest accretion                                                                               3,629                  6,887

    Excess tax benefit associated with
     equity-based compensation                                                                     (5,015)                     -

    Adjustments to contingent
     consideration                                                                                 (2,495)                11,013

    Payment of contingent consideration
     recorded in earnings                                                                            (132)                     -

    Net change in operating assets and
     liabilities, net of acquisitions                                                             (30,282)              (58,290)
                                                                                                   -------                -------

    Net cash provided by operating
     activities                                                                                    259,646                551,906
                                                                                                   -------                -------


    Cash flows from investing
     activities:

    Payments for acquisitions, net of
     cash acquired                                                                                (12,541)             (347,936)

    Cash acquired in the Progressive
     Waste acquisition                                                                              65,745                      -

    Capital expenditures for property
     and equipment                                                                               (112,087)             (202,617)

    Proceeds from disposal of assets                                                                 1,560                 20,617

    Change in restricted assets, net of
     interest income                                                                                   113                  3,689

    Other                                                                                            (696)               (1,732)
                                                                                                      ----                 ------

    Net cash used in investing
     activities                                                                                   (57,906)             (527,979)
                                                                                                   -------               --------


    Cash flows from financing
     activities:

    Proceeds from long-term debt                                                                 3,352,676                864,952

    Principal payments on notes payable
     and long-term debt                                                                        (3,461,005)              (585,762)

    Payment of contingent consideration
     recorded at acquisition date                                                                  (4,109)               (5,565)

    Change in book overdraft                                                                         1,998                 19,479

    Proceeds from option and warrant
     exercises                                                                                           -                 1,946

    Excess tax benefit associated with
     equity-based compensation                                                                       5,015                      -

    Payments for cash dividends                                                                   (35,585)              (63,463)

    Tax withholdings related to net
     share settlements of restricted
     share units                                                                                  (11,349)              (13,621)

    Distributions to noncontrolling
     interests                                                                                         (3)                     -

    Debt issuance costs                                                                           (12,941)               (3,519)

    Proceeds from sale of common shares
     held in trust                                                                                   8,436                  7,735

    Other                                                                                                -               (1,094)

    Net cash provided by (used in)
     financing activities                                                                        (156,867)               221,088
                                                                                                  --------                -------

    Effect of exchange rate changes on
     cash and equivalents                                                                            (223)                   649
                                                                                                      ----                    ---

    Net increase in cash and
     equivalents                                                                                    44,650                245,664

    Cash and equivalents at beginning
     of period                                                                                      10,974                154,382

    Less: change in cash held for sale                                                                   -                 (305)
                                                                                                       ---                  ----

    Cash and equivalents at end of
     period                                                                                        $55,624               $399,741
                                                                                                   =======               ========

ADDITIONAL STATISTICS
(in thousands of U.S. dollars, except where noted)

Solid Waste Internal Growth: The following table reflects a breakdown of the components of our solid waste internal growth for the three months ended June 30, 2017:



                            U.S.      Canada         Total
                            ----      ------         -----

    Core Price                   3.0%          4.2%          3.1%

    Surcharges                   0.0%          0.2%          0.0%

    Volume                       2.4%        (2.4%)          2.0%

    Recycling                    1.0%          3.0%          1.1%

    Foreign Exchange Impact         -        (3.0%)        (0.2%)
                                              -----

    Total                        6.4%          2.0%          6.0%
                                  ---            ---            ---

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended June 30, 2016 and 2017:



                  Three Months Ended June 30, 2016
                  --------------------------------
                                                     
    Inter-company Elimination
                        Revenue                                                               Reported    %

                                                                                               Revenue
                                                                                               -------
                                                                         (1,778)
    Solid Waste
     Collection                   $502,948         $                                           $501,170    68.9%

    Solid Waste
     Disposal
     and
     Transfer                      256,847                               (96,815)               160,032    22.0%

    Solid Waste
     Recycling                      18,119                                (1,393)                16,726     2.3%

    E&P Waste
     Treatment,
     Recovery
     and
     Disposal                       30,734                                (3,253)                27,481     3.8%

    Intermodal
     and Other                      22,358                                  (128)                22,230     3.0%
                                    ------                                   ----                 ------      ---
                                                                                               727,639
    Total                         $831,006                             $(103,367) $                      100.0%
                                  ========                              =========                          =====


                Three Months Ended June 30, 2017

                        Revenue                       Inter-company Elimination     Reported

                                                                                     Revenue              %
                                                                                     -------             ---

    Solid Waste
     Collection                   $797,131                               $(2,392)              $794,739    67.6%

    Solid Waste
     Disposal
     and
     Transfer                      416,176                              (158,937)               257,239    21.9%

    Solid Waste
     Recycling                      43,693                                (2,351)                41,342     3.5%

    E&P Waste
     Treatment,
     Recovery
     and
     Disposal                       50,043                                (2,870)                47,173     4.0%

    Intermodal
     and Other                      35,432                                  (356)                35,076     3.0%
                                    ------                                   ----                 ------      ---

    Total                       $1,342,475                             $(166,906)            $1,175,569   100.0%
                                ==========                              =========             ==========    =====

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three month periods ended June 30, 2016 and 2017:



                      Three months ended
                           June 30,
                           --------

                                    2016          2017
                                    ----          ----

    Solid waste, net                     $199,399      $386,211

    E&P waste                                   -            -
                                              ---          ---

    Acquisitions, net                    $199,399      $386,211
                                         ========      ========

ADDITIONAL STATISTICS (continued)
(in thousands of U.S. dollars, except where noted)

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and six month periods ended June 30, 2016 and 2017:



               Three months ended                Six months ended
                    June 30,                         June 30,
                    --------                         --------

              2016                2017         2016               2017
              ----                ----         ----               ----

     Cash
     Interest
     Paid             $19,736          $32,301                         $35,993 $54,603

     Cash
     Taxes
     Paid              16,013           22,469                          16,914  36,486

Debt to Book Capitalization as of June 30, 2017: 41%

Internalization for the three months ended June 30, 2017: 55%

Days Sales Outstanding for the three months ended June 30, 2017: 43 (32 net of deferred revenue)

Share Information for the three months ended June 30, 2017:



    Basic shares outstanding          263,387,338

    Dilutive effect of equity-
     based awards                         722,256
                                          -------

    Diluted shares outstanding        264,109,594




                                                                                                              NON-GAAP RECONCILIATION SCHEDULE

                                                                                                     (in thousands of U.S. dollars, except where noted)


    Reconciliation of Adjusted EBITDA:
    ----------------------------------


    Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry.  Management uses adjusted EBITDA as one of the
     principal measures to evaluate and monitor the ongoing financial performance of Waste Connections' operations.  Waste Connections defines adjusted EBITDA as net income attributable to Waste Connections, plus net income
     attributable to noncontrolling interests, plus or minus income tax provision (benefit), plus interest expense, 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, plus foreign currency transaction loss, less foreign currency transaction gain.  Waste Connections further adjusts this calculation to
     exclude the effects of other items management believes impact the ability to assess the operating performance of its business.  This measure is not a substitute for, and should be used in conjunction with, GAAP financial
     measures.  Other companies may calculate adjusted EBITDA differently.


                                                                                                                                                                                                                                        Three months ended          Six months ended
                                                                                                                                                                                                                                             June 30,                   June 30,
                                                                                                                                                                                                                                             --------                   --------

                                                                                                                                                                                                                                                      2016                       2017               2016      2017
                                                                                                                                                                                                                                                      ----                       ----               ----      ----

    Net Income attributable
     to Waste Connections                                                                                                                                                                                                                                   $27,489                            $123,656             $72,331          $138,530

    Plus: Net income attributable to
     noncontrolling interests                                                                                                                                                                                                                          231                                 231                406                377

    Plus: Income tax provision                                                                                                                                                                                                                      15,265                              52,675             44,265             35,804

    Plus: Interest expense                                                                                                                                                                                                                          20,485                              31,160             37,670             60,291

    Plus: Depreciation and amortization                                                                                                                                                                                                             98,429                             157,589            167,020            308,339

    Plus: Closure and post-closure
     accretion                                                                                                                                                                                                                                       1,758                               2,917              2,874              5,835

    Plus/less: Impairments and other
     operating items                                                                                                                                                                                                                               (3,284)                            (1,180)            (3,048)            140,501

    Plus/less: Other expense (income),
     net                                                                                                                                                                                                                                               714                             (1,860)                492            (3,326)

    Plus/less: Foreign currency
     transaction loss/(gain)                                                                                                                                                                                                                         (689)                              1,048              (689)             1,638

    Adjustments:

    Plus: Transaction-related expenses
     (a)                                                                                                                                                                                                                                            37,702                                 715             46,516              2,459

    Plus: Pre-existing Progressive
     Waste share-based grants (b)                                                                                                                                                                                                                    5,357                               4,103              5,357             10,578

    Plus: Integration-related and other
     expenses (c)                                                                                                                                                                                                                                   30,122                               2,594             30,122              5,422

    Adjusted EBITDA                                                                                                                                                                                                                                        $233,579                            $373,648            $403,316          $706,448
                                                                                                                                                                                                                                                           ========                            ========            ========          ========


    As % of revenues                                                                                                                                                                                                                                 32.1%                              31.8%             32.5%             31.2%


    _______________________________________________

    (a) Reflects the addback of acquisition-related transaction costs, which for 2016 primarily related to the
     Progressive Waste acquisition.

    (b) Reflects share-based compensation costs, including changes in fair value, associated with share-based
     awards granted by Progressive Waste outstanding at the time of the Progressive Waste acquisition.

    (c) Reflects the addback of rebranding costs and other integration-related items, including professional
     fees and severance costs, associated with the Progressive Waste acquisition.




                                                                        NON-GAAP RECONCILIATION SCHEDULE (continued)

                                                                     (in thousands of U.S. dollars, except where noted)


    Reconciliation of Adjusted Free Cash Flow:
    ------------------------------------------


    Adjusted free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a 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 Waste Connections' operations.  Waste Connections defines adjusted free cash flow as net cash provided by operating
     activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, plus excess tax benefit associated with equity-based compensation, less capital expenditures for property and equipment and
     distributions to noncontrolling interests.  Waste Connections further adjusts this calculation to exclude the effects of items management believes impact the ability to assess the operating performance of its business.  This
     measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures.  Other companies may calculate adjusted free cash flow differently.


                                                              Three months ended                                    Six months ended
                                                                   June 30,                                             June 30,
                                                                   --------                                             --------

                                                             2016                        2017                          2016                          2017
                                                             ----                        ----                          ----                          ----

    Net cash provided by operating
     activities                                                        $94,930                                    $264,429                                    $259,646                                    $551,906

    Plus/(Less): Change in book
     overdraft                                                           2,149                                       (568)                                      1,998                                      19,479

    Plus: Proceeds from disposal
     of assets                                                             879                                       1,801                                       1,560                                      20,617

    Plus: Excess tax benefit
     associated with equity-based
     compensation                                                          581                                           -                                      5,015                                           -

    Less: Capital expenditures for
     property and equipment                                           (55,512)                                  (111,412)                                  (112,087)                                  (202,617)

    Less: Distributions to
     noncontrolling interests                                                -                                          -                                        (3)                                          -

    Adjustments:

      Payment of contingent
       consideration recorded in
       earnings (a)                                                         99                                           -                                        132                                           -

      Cash received for divestitures
       (b)                                                                   -                                          -                                          -                                   (17,400)

      Transaction-related expenses
       (c)                                                              71,067                                         715                                      72,042                                       2,459

      Integration-related and other
       expenses (d)                                                     24,529                                       2,282                                      24,529                                       5,110

      Pre-existing Progressive
       Waste share-based grants (e)                                          -                                      1,570                                           -                                     11,915

      Synergy bonus (f)                                                      -                                          -                                          -                                     11,798

      Tax effect (g)                                                  (18,038)                                    (2,689)                                   (18,410)                                    (9,648)
                                                                       -------                                      ------                                     -------                                      ------

    Adjusted free cash flow                                           $120,684                                    $156,128                                    $234,422                                    $393,619
                                                                      ========                                    ========                                    ========                                    ========


    As % of revenues                                                     16.6%                                      13.3%                                      18.9%                                      17.4%


    ____________________________________________

    (a) Reflects the addback of acquisition-related payments for contingent consideration that were
     recorded as expenses in earnings and as a component of cash flows from operating activities as the
     amounts paid exceeded the fair value of the contingent consideration recorded at the acquisition
     date.

    (b) Reflects the elimination of cash received in conjunction with the divestiture of Progressive
     Waste operations.

    (c) Reflects the addback of acquisition-related transaction costs, which for 2016 primarily related
     to the Progressive Waste acquisition.

    (d) Reflects the addback of rebranding costs and other integration-related items associated with the
     Progressive Waste acquisition, including professional fees and severance costs.

    (e) Reflects the cash settlement of pre-existing Progressive Waste share-based awards during the
     period.

    (f) Reflects the addback of cash bonuses paid pursuant to the Company's Synergy Bonus Program adopted
     on July 19, 2016 in conjunction with the Progressive Waste acquisition.

    (g) The aggregate tax effect of footnotes (a) through (f) is calculated based on the applied tax
     rates for the respective periods.


                                                              NON-GAAP RECONCILIATION SCHEDULE (continued)

                                                        (in thousands of U.S. dollars, except per share amounts)


    Reconciliation of Net Income attributable to Waste Connections to Adjusted Net Income attributable to Waste Connections and Adjusted Net Income per Diluted Share attributable to Waste
     Connections:
    ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


    Adjusted net income attributable to Waste Connections and adjusted net income per diluted share attributable to Waste Connections, both non-GAAP financial measures, are provided 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 Waste Connections' operations.  Waste Connections
     provides 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 the Company's 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.


                                                          Three months ended                             Six months ended
                                                               June 30,                                      June 30,
                                                               --------                                      --------

                                                          2016                     2017                      2016                      2017
                                                          ----                     ----                      ----                      ----

    Reported net income
     attributable to Waste
     Connections                                                   $27,489                              $123,656                               $72,331                              $138,530

    Adjustments:

    Amortization of intangibles (a)                               14,081                                24,762                                21,775                                50,272

    Impairments and other operating items
     (b)                                                         (3,284)                              (1,180)                              (3,048)                              140,501

    Transaction-related expenses (c)                              37,702                                   715                                46,516                                 2,459

    Pre-existing Progressive Waste share-
     based grants (d)                                              5,357                                 4,103                                 5,357                                10,578

    Integration-related and other expenses
     (e)                                                          30,122                                 2,594                                30,122                                 5,422

    Tax effect (f)                                              (18,257)                              (9,188)                             (24,629)                             (72,253)
                                                                                                                                           -------                               -------

    Adjusted net income
     attributable to Waste
     Connections                                                   $93,210                              $145,462                              $148,424                              $275,509
                                                                   =======                              ========                              ========                              ========



    Diluted earnings per common share
     attributable to Waste Connections'
     common shareholders:

         Reported net income                                         $0.13                                 $0.47                                 $0.37                                 $0.52
                                                                     =====                                 =====                                 =====                                 =====

    Adjusted net income                                              $0.44                                 $0.55                                 $0.75                                 $1.04
                                                                     =====                                 =====                                 =====                                 =====


    _____________________________________________________

    (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, which for 2016 primarily related to the Progressive
     Waste acquisition.

    (d) Reflects share-based compensation costs, including changes in fair value, associated with share-based awards granted
     by Progressive Waste outstanding at the time of the Progressive Waste acquisition.

    (e) Reflects the addback of rebranding costs and other integration-related items, including professional fees and severance
     costs, associated with the Progressive Waste acquisition.

    (f) The aggregate tax effect of the adjustments in footnotes (a) through (e) is calculated based on the applied tax rates
     for the respective periods.


                     UPDATED 2017 OUTLOOK

               NON-GAAP RECONCILIATION SCHEDULE

      (in thousands of U.S. dollars, except where noted)


    Reconciliation of Adjusted EBITDA:
    ----------------------------------


                                                 Updated

                                              2017 Outlook
                                              ------------

    Net Income attributable to Waste
     Connections                                                 $390,000

    Plus: Net income attributable to noncontrolling
     interests                                                    1,000

    Plus: Income tax provision                                  141,000

    Plus: Interest expense                                      125,000

    Plus: Depreciation and amortization                         624,000

    Plus: Closure and post-closure accretion                     12,000

    Plus: Impairments and other operating items (a)             140,501

    Less: Other income, net (a)                                 (3,326)

    Plus: Foreign currency transaction loss (a)                   1,638

    Adjustments: (a)

    Plus: Transaction-related expenses                            2,459

    Plus: Pre-existing Progressive Waste share-based
     grants                                                      10,578

    Plus: Integration-related and other expenses                  5,422

    Adjusted EBITDA                                            $1,450,272
                                                               ==========


    As % of revenues                                              31.7%


    __________________________________________________

    (a) Reflects amounts reported for the six month period ending on June 30, 2017, as shown on page 9.


    Reconciliation of Adjusted Free Cash Flow:
    ------------------------------------------


                                             Updated

                                          2017 Outlook
                                          ------------

    Net cash provided by operating
     activities                                             1,185,500

                                                     $

    Plus: Proceeds from disposal of
     assets (a)                                                20,617

    Less: Capital expenditures for
     property and equipment                                 (460,000)

    Adjustments: (a)

        Cash received for divestitures                       (17,400)

        Integration-related and other
         expenses                                               5,110

        Transaction-related expenses                            2,459

        Pre-existing Progressive Waste
         share-based grants                                    11,915

        Synergy Bonus                                          11,798

        Tax effect                                            (9,648)
                                                               ------

    Adjusted free cash flow                                   750,351

                                                     $
                                                   ===


    As % of revenues                                            16.4%


    _________________________________________________

    (a) Reflects amounts reported for the six month period ending on June 30, 2017, as shown on page
     10.

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SOURCE Waste Connections, Inc.