- Revenue of $1.206 billion, exceeding outlook

- Reports 3.8% solid waste price + volume growth, exceeding outlook

- Net income attributable to Waste Connections of $123.2 million, or $0.47 per share

- Adjusted net income attributable to Waste Connections* of $158.1 million, or $0.60 per share, up 25%

- Adjusted EBITDA* of $393.4 million, or 32.6% of revenue, up 100 basis points

- YTD net cash provided by operating activities of $888.4 million

- YTD adjusted free cash flow* of $614.0 million, or 17.7% of revenue

- Increases regular quarterly cash dividend by 16.7%

TORONTO, Oct. 25, 2017 /PRNewswire/ -- Waste Connections, Inc. (TSX/NYSE: WCN) ("Waste Connections" or the "Company") today announced its results for the third quarter of 2017. Revenue in the third quarter totaled $1.206 billion, up from $1.085 billion in the year ago period. Operating income was $218.8 million, which included $7.2 million in charges primarily related to costs for transactions completed in the period and certain costs associated with the Progressive Waste acquisition, including share-based compensation costs associated with share-based awards assumed in that acquisition. This compares to operating income of $158.7 million in the third quarter of 2016, which included $20.3 million of items primarily related to the Progressive Waste acquisition completed on June 1, 2016.

Net income attributable to Waste Connections in the third quarter was $123.2 million, or $0.47 per share on a diluted basis of 264.3 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $88.6 million, or $0.34 per share on a diluted basis of 263.7 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 third quarter was $158.1 million, or $0.60 per diluted share, versus $126.5 million, or $0.48 per diluted share, in the prior year period. Adjusted EBITDA* in the third quarter was $393.4 million, as compared to adjusted EBITDA* of $342.3 million in the prior year period. Adjusted net income attributable to Waste Connections, adjusted net income attributable to Waste Connections per diluted share, adjusted EBITDA, and adjusted free cash flow, all non-GAAP measures, primarily exclude the impact of acquisition-related items, as shown in the detailed reconciliation in the attached schedules.

"Continued strength across all lines of business enabled us to once again exceed our outlook for the third quarter. Adjusted EBITDA* as a percent of revenue in the quarter expanded 100 basis points year-over-year, as expected, in spite of the impact from two hurricanes, which is especially noteworthy in light of the dilutive margin acquisitions completed since the year-ago period. More importantly, adjusted free cash flow remains notably strong at $614.0 million year-to-date, or 17.7% of revenue and 55.8% of adjusted EBITDA*," said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. "We remain on track to meet or exceed the increased expectations for the full year we communicated in July despite the precipitous decline in recycled fiber values that began in September."

Mr. Mittelstaedt added, "As anticipated last quarter, our strong operating performance, free cash flow growth and balance sheet strength provided for another double-digit percentage increase in the quarterly cash dividend. We remain well positioned to fund expected above average acquisition activity in the near term while continuing to increase our return of capital to shareholders."

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

For the nine months ended September 30, 2017, revenue was $3.473 billion, as compared to revenue of $2.327 billion in the year ago period. Operating income, which included $167.0 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 share-based compensation costs associated with share-based awards assumed in the Progressive Waste acquisition, was $452.1 million, compared to $313.1 million for the same period in 2016, which included $102.3 million of items related to the Progressive Waste acquisition.

Net income attributable to Waste Connections for the nine months ended September 30, 2017, was $261.7 million, or $0.99 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 $160.9 million, or $0.73 per share on a diluted basis of 220.1 million shares.

Adjusted net income attributable to Waste Connections* for the nine months ended September 30, 2017, was $433.6 million, or $1.64 per diluted share, compared to $274.9 million, or $1.25 per diluted share, in the year ago period. Adjusted EBITDA* for the nine months ended September 30, 2017, was $1.100 billion, as compared to $745.6 million in the prior year period.

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

CONFERENCE CALL

Waste Connections will be hosting a conference call related to third quarter earnings on October 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 38 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, potential acquisition activity and the amount of capital returned to shareholders. 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 NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2017

                                                                  (Unaudited)

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


                                                                Three months ended                        Nine months ended

                                                                  September 30,                             September 30,
                                                                  -------------                             -------------

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


    Revenues                                                     $1,084,922                    $1,206,478                 $2,327,241   $3,473,313

    Operating expenses:

    Cost of operations                                              636,310                       695,122                  1,339,764    2,024,402

    Selling, general and administrative                             129,576                       128,200                    349,995      383,600

    Depreciation                                                    125,744                       136,941                    270,988      395,008

    Amortization of intangibles                                      26,944                        26,613                     48,719       76,886

    Impairments and other operating items                             7,682                           832                      4,634      141,333

    Operating income                                                158,666                       218,770                    313,141      452,084


    Interest expense                                               (27,621)                     (32,471)                  (65,291)    (92,763)

    Interest income                                                     171                         1,656                        447        3,131

    Other income (expense), net                                         500                         1,709                      (268)       3,561

    Foreign currency transaction gain
     (loss)                                                           (350)                      (1,864)                       339      (3,502)

    Income before income tax provision                              131,366                       187,800                    248,368      362,511


    Income tax provision                                           (42,485)                     (64,390)                  (86,750)   (100,220)
                                                                    -------                       -------                    -------     --------

    Net income                                                       88,881                       123,410                    161,618      262,291

    Less: net income attributable to noncontrolling
     interests

                                                                      (264)                        (183)                     (670)       (559)
                                                                       ----                          ----                       ----         ----

    Net income attributable to Waste
     Connections                                                    $88,617                      $123,227                   $160,948     $261,732
                                                                    =======                      ========                   ========     ========


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

    Basic                                                             $0.34                         $0.47                      $0.73        $0.99
                                                                      =====                         =====                      =====        =====


    Diluted                                                           $0.34                         $0.47                      $0.73        $0.99
                                                                      =====                         =====                      =====        =====


    Shares used in the per share calculations:

    Basic                                                       263,005,450                   263,443,064                219,321,828  263,298,839
                                                                ===========                   ===========                ===========  ===========

    Diluted                                                     263,650,138                   264,299,472                220,064,670  264,109,383
                                                                ===========                   ===========                ===========  ===========

    Cash dividends per common share                                  $0.097                        $0.120                     $0.290       $0.360
                                                                     ======                        ======                     ======       ======



                                           WASTE CONNECTIONS, INC.

                                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 (Unaudited)

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


                                                             December 31,                September 30,
                                                                   2016                        2017
                                                                   ----                        ----

    ASSETS

    Current assets:

    Cash and equivalents                                                      $154,382                    $495,254

    Accounts receivable, net of
     allowance for doubtful accounts of
     $13,160 and $16,245 at December
     31, 2016 and September 30, 2017,
     respectively                                                              485,138                     588,534

    Current assets held for sale                                                 6,339                       2,021

    Prepaid expenses and other current
     assets                                                                     97,533                     107,134
                                                                                ------                     -------

    Total current assets                                                       743,392                   1,192,943


    Property and equipment, net                                              4,738,055                   4,783,928

    Goodwill                                                                 4,390,261                   4,688,348

    Intangible assets, net                                                   1,067,158                   1,108,961

    Restricted assets                                                           63,406                      59,192

    Long-term assets held for sale                                              33,989                      12,619

    Other assets, net                                                           67,664                      64,284
                                                                                ------                      ------

                                                                           $11,103,925                 $11,910,275
                                                                           ===========                 ===========

    LIABILITIES AND EQUITY

    Current liabilities:

    Accounts payable                                                          $251,253                    $276,970

    Book overdraft                                                              10,955                      24,923

    Accrued liabilities                                                        269,402                     347,439

    Deferred revenue                                                           134,081                     142,787

    Current portion of contingent
     consideration                                                              21,453                      13,819

    Current liabilities held for sale                                            3,383                       2,255

    Current portion of long-term debt
     and notes payable                                                           1,650                      11,596
                                                                                 -----                      ------

          Total current liabilities                                            692,177                     819,789


    Long-term debt and notes payable                                         3,616,760                   3,925,761

    Long-term portion of contingent
     consideration                                                              30,373                      31,136

    Other long-term liabilities                                                331,074                     310,646

    Deferred income taxes                                                      778,664                     829,087
                                                                               -------                     -------

          Total liabilities                                                  5,449,048                   5,916,419


    Equity:

    Common shares: 263,140,777 shares
     issued and 262,803,271 shares
     outstanding at December  31, 2016;
     263,640,287 shares issued and
     263,443,234 shares outstanding at
     September 30, 2017                                                      4,174,808                   4,185,458

    Additional paid-in capital                                                 102,220                     109,627

    Accumulated other comprehensive
     income (loss)                                                            (43,001)                    114,779

    Treasury shares: 337,397 and
     197,053 shares at December 31,
     2016 and September 30, 2017,
     respectively                                                       -                            -

    Retained earnings                                                        1,413,488                   1,578,635
                                                                             ---------                   ---------

          Total Waste Connections' equity                                    5,647,515                   5,988,499

    Noncontrolling interest in
     subsidiaries                                                                7,362                       5,357
                                                                                 -----                       -----

          Total equity                                                       5,654,877                   5,993,856
                                                                             ---------                   ---------

                                                                             $11,103,925                 $11,910,275
                                                                             ===========                 ===========



                                  WASTE CONNECTIONS, INC.

                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                       NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2017

                                        (Unaudited)

                               (in thousands of U.S. dollars)


                                                    Nine months ended September 30,
                                                    -------------------------------

                                                                2016                2017
                                                                ----                ----

    Cash flows from
     operating
     activities:

    Net income                                                             $161,618        $262,291

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

    Loss on disposal
     of assets and
     impairments                                                              3,572         122,098

    Depreciation                                                            270,988         395,008

    Amortization of
     intangibles                                                             48,719          76,886

    Foreign currency
     transaction
     (gain) loss                                                              (339)          3,502

    Deferred income
     taxes, net of
     acquisitions                                                            35,968        (10,971)

    Amortization of
     debt issuance
     costs                                                                    3,877           3,221

    Share-based
     compensation                                                            35,476          32,407

    Interest income
     on restricted
     assets                                                                   (366)          (387)

    Interest
     accretion                                                                7,038          10,406

    Excess tax
     benefit
     associated with
     equity-based
     compensation                                                           (5,151)              -

    Adjustments to
     contingent
     consideration                                                          (2,563)         17,754

    Payment of
     contingent
     consideration
     recorded in
     earnings                                                                 (413)              -

    Net change in
     operating assets
     and liabilities,
     net of
     acquisitions                                                          (19,593)       (23,840)
                                                                            -------         -------

    Net cash provided
     by operating
     activities                                                             538,831         888,375
                                                                            -------         -------


    Cash flows from
     investing
     activities:

    Payments for
     acquisitions,
     net of cash
     acquired                                                              (13,703)      (394,002)

    Cash acquired in
     the Progressive
     Waste
     acquisition                                                             65,768               -

    Capital
     expenditures for
     property and
     equipment                                                            (204,934)      (317,385)

    Proceeds from
     disposal of
     assets                                                                   3,026          25,826

    Change in
     restricted
     assets, net of
     interest income                                                          (188)          5,464

    Other                                                                   (3,016)        (3,465)
                                                                             ------          ------

    Net cash used in
     investing
     activities                                                           (153,047)      (683,562)
                                                                           --------        --------


    Cash flows from
     financing
     activities:

    Proceeds from
     long-term debt                                                       3,407,359         896,947

    Principal
     payments on
     notes payable
     and long-term
     debt                                                               (3,612,763)      (666,724)

    Payment of
     contingent
     consideration
     recorded at
     acquisition date                                                      (12,105)        (5,840)

    Change in book
     overdraft                                                                6,050          13,814

    Proceeds from
     option and
     warrant
     exercises                                                                    -          1,946

    Excess tax
     benefit
     associated with
     equity-based
     compensation                                                             5,151               -

    Payments for cash
     dividends                                                             (61,001)       (95,201)

    Tax withholdings
     related to net
     share
     settlements of
     restricted share
     units                                                                 (11,461)       (13,754)

    Debt issuance
     costs                                                                 (13,508)        (3,638)

    Proceeds from
     sale of common
     shares held in
     trust                                                                   15,341           8,704

    Other                                                                       (3)        (1,095)

    Net cash provided
     by (used in)
     financing
     activities                                                           (276,940)        135,159
                                                                           --------         -------

    Effect of
     exchange rate
     changes on cash
     and equivalents                                                          (483)            927
                                                                               ----             ---

    Net increase in
     cash and
     equivalents                                                            108,361         340,899

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

    Less: change in
     cash held for
     sale                                                                         -           (27)
                                                                                ---            ---

    Cash and
     equivalents at
     end of period                                                         $119,335        $495,254
                                                                           ========        ========

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 September 30, 2017:



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

    Core Price                   3.2%          3.8%        3.3%

    Surcharges                   0.0%          0.1%        0.0%

    Volume                       1.1%        (2.7%)        0.5%

    Recycling                    0.5%          2.0%        0.8%

    Foreign Exchange Impact         -          4.2%        0.7%
                                                ---

    Total                        4.8%          7.4%        5.3%
                                  ---            ---          ---

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



                             Three Months Ended September 30, 2016
                             -------------------------------------

                  Revenue               Inter-company
                                         Elimination                   Reported     %
                                                                       Revenue
                                                                       -------

    Solid Waste
     Collection             $760,281                                 $(2,472)     $757,809   69.9%

    Solid Waste
     Disposal and
     Transfer                377,998                                (144,459)      233,539   21.5%

    Solid Waste
     Recycling                32,138                                  (2,523)       29,615    2.7%

    E&P Waste
     Treatment,
     Recovery and
     Disposal                 33,673                                  (3,608)       30,065    2.8%

    Intermodal
     and Other                34,155                                    (261)       33,894    3.1%
                              ------                                     ----        ------     ---

    Total                 $1,238,245                               $(153,323)   $1,084,922  100.0%
                          ==========                                =========    ==========   =====


                             Three Months Ended September 30, 2017
                             -------------------------------------

                  Revenue               Inter-company
                                         Elimination                 Reported    %
                                                                     Revenue
                                                                     -------

    Solid Waste
     Collection             $815,344                                 $(2,484)     $812,860   67.4%

    Solid Waste
     Disposal and
     Transfer                416,764                                (157,280)      259,484   21.5%

    Solid Waste
     Recycling                43,864                                  (2,295)       41,569    3.5%

    E&P Waste
     Treatment,
     Recovery and
     Disposal                 57,797                                  (3,082)       54,715    4.5%

    Intermodal
     and Other                38,221                                    (371)       37,850    3.1%
                              ------                                     ----        ------     ---

    Total                 $1,371,990                               $(165,512)   $1,206,478  100.0%
                          ==========                                =========    ==========   =====

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



                        Three months ended
                          September 30,
                          -------------

                      2016                 2017
                      ----                 ----

    Solid waste, net          $538,398          $40,253

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

    Acquisitions, net         $538,398          $40,253
                              ========          =======

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 nine month periods ended September 30, 2016 and 2017:



               Three months ended               Nine months ended
                  September 30,                   September 30,
                  -------------                   -------------

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

     Cash
     Interest
     Paid             $20,246          $21,897                         $56,238 $76,500

     Cash
     Taxes
     Paid              19,590           44,945                          36,504  81,431

Debt to Book Capitalization as of September 30, 2017: 40%

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

Days Sales Outstanding for the three months ended September 30, 2017: 45 (34 net of deferred revenue)

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



    Basic shares outstanding          263,443,064

    Dilutive effect of equity-
     based awards                         856,408
                                          -------

    Diluted shares outstanding        264,299,472

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, 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, 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              Nine months ended
                                 September 30,                   September 30,
                                 -------------                   -------------

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

    Net income attributable
     to Waste Connections             $88,617          $123,227                       $160,948   $261,732

    Plus: Net income
     attributable to
     noncontrolling
     interests                            264               183                            670        559

    Plus: Income tax
     provision                         42,485            64,390                         86,750    100,220

    Plus: Interest expense             27,621            32,471                         65,291     92,763

    Less: Interest income               (171)          (1,656)                         (447)   (3,131)

    Plus: Depreciation and
     amortization                     152,688           163,554                        319,707    471,894

    Plus: Closure and post-
     closure accretion                  3,034             2,971                          5,908      8,805

    Plus: Impairments and
     other operating items              7,682               832                          4,634    141,333

    Plus/less: Other
     expense (income), net              (500)          (1,709)                           268    (3,561)

    Plus/less: Foreign
     currency transaction
     loss/(gain)                          350             1,864                          (339)     3,502

    Adjustments:

    Plus: Transaction-
     related expenses (a)                 310             1,958                         46,827      4,418

    Plus: Pre-existing
     Progressive Waste
     share-based grants
     (b)                                4,466             2,369                          9,823     12,947

    Plus: Integration-
     related and other
     expenses (c)                      10,178             2,922                         40,300      8,344

    Plus: Synergy bonus (d)             5,300                 -                         5,300          -

    Adjusted EBITDA                  $342,324          $393,376                       $745,640 $1,099,825
                                     ========          ========                       ======== ==========


    As % of revenues                    31.6%            32.6%                         32.0%     31.7%



    _______________________________________________

    (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.

    (d)              Reflects the addback of bonuses accrued pursuant to the Company's Synergy Bonus Program adopted on July 19, 2016
                     in connection 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                Nine months ended
                               September 30,                     September 30,
                               -------------                     -------------

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

    Net cash provided by
     operating
     activities                    $279,184            $336,469                          $538,831     $888,375

    Plus/(Less): Change
     in book overdraft                4,053             (5,665)                            6,050       13,814

    Plus: Proceeds from
     disposal of assets               1,466               5,209                             3,026       25,826

    Plus: Excess tax
     benefit associated
     with equity-based
     compensation                       136                   -                            5,151            -

    Less: Capital
     expenditures for
     property and
     equipment                     (92,847)          (114,768)                        (204,934)   (317,385)

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

    Adjustments:

      Payment of
       contingent
       consideration
       recorded in
       earnings (a)                     281                   -                              413            -

      Cash received for
       divestitures (b)                   -            (3,700)                                -    (21,100)

      Transaction-related
       expenses (c)                   6,480               1,958                            41,748        4,418

      Integration-related
       and other expenses
       (d)                           17,219               2,859                            78,521        7,968

      Pre-existing
       Progressive Waste
       share-based grants
       (e)                                -              (175)                                -      11,740

      Synergy bonus (f)                   -                  -                                -      11,798

      Tax effect (g)               (10,128)            (1,778)                         (28,537)    (11,426)
                                    -------              ------                           -------      -------

    Adjusted free cash
     flow                          $205,844            $220,409                          $440,266     $614,028
                                   ========            ========                          ========     ========


    As % of revenues                  19.0%              18.3%                            18.9%       17.7%


    ____________________________________________

    (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             Nine months ended
                                       September 30,                 September 30,
                                       -------------                 -------------

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

    Reported net income
     attributable to Waste
     Connections                           $88,617          $123,227                        $160,948    $261,732

    Adjustments:

    Amortization of intangibles
     (a)                                    26,944            26,613                          48,719      76,886

    Impairments and other
     operating items (b)                     7,682               832                           4,634     141,333

    Transaction-related expenses
     (c)                                       310             1,958                          46,827       4,418

    Pre-existing Progressive
     Waste share-based grants (d)            4,466             2,369                           9,823      12,947

    Integration-related and other
     expenses (e)                           10,178             2,922                          40,300       8,344

    Synergy bonus (f)                        5,300                 -                          5,300           -

    Tax effect (g)                        (19,001)          (3,575)                       (43,630)   (75,828)

    Impact of deferred tax
     adjustment (h)                          1,964             3,787                           1,964       3,787
                                                                                             -----       -----

    Adjusted net income
     attributable to Waste
     Connections                          $126,460          $158,133                        $274,885    $433,619
                                          ========          ========                        ========    ========



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

         Reported net income                 $0.34             $0.47                           $0.73       $0.99
                                             =====             =====                           =====       =====

    Adjusted net income                      $0.48             $0.60                           $1.25       $1.64
                                             =====             =====                           =====       =====



    _____________________________________________________

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

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

    (h)              Reflects in 2016 a change in the geographical apportionment of our deferred tax liabilities resulting from the Progressive Waste
                     acquisition.  In 2017, reflects the elimination of an increase to the income tax provision associated with an increase in the
                     Company's deferred tax liabilities resulting from the enactment of the Illinois State Budget Public Act 100-0022 on July 6,
                     2017.

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SOURCE Waste Connections, Inc.