Waste Connections Reports Third Quarter 2018 Results

- Revenue of $1.281 billion, exceeding outlook

- Reports 4.5% solid waste price growth

- Net income attributable to Waste Connections of $150.8 million, or $0.57 per share

- Adjusted net income attributable to Waste Connections* of $181.9 million, or $0.69 per share, up 15.0%

- Adjusted EBITDA* of $416.8 million, or 32.5% of revenue

- YTD net cash provided by operating activities of $1.038 billion

- YTD adjusted free cash flow* of $675.7 million, or 18.5% of revenue

- Signs acquisition with approximately $175 million in annualized revenues

- Increases regular quarterly cash dividend by 14.3%

TORONTO, Oct. 29, 2018 /PRNewswire/ -- Waste Connections, Inc. (TSX/NYSE: WCN) ("Waste Connections" or the "Company") today announced its results for the third quarter of 2018.

"Solid waste pricing up 120 basis points year over year plus 140 basis points sequential volume improvement drove better than expected results in the quarter. This price-led solid waste growth, along with continued strength in E&P waste activity, enabled us to overcome the toughest quarterly comparison for recycled commodity values in the year and certain continuing cost pressures. More importantly, adjusted free cash flow* remains strong at over $675 million year-to-date, or 18.5% of revenue, and 57.8% of adjusted EBITDA*," said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. "Our third quarter performance puts us firmly on track to meet or exceed the increased expectations for the full year we communicated in July."

Mr. Mittelstaedt added, "The pace of acquisition activity remains elevated, as we recently signed our largest deal year to date, a multi-market collection company with annualized revenue of approximately $175 million, with operations in three states, including two new markets. This acquisition, which is expected to close by year end, along with deals already closed, is expected to bring total acquired annualized revenues to approximately $360 million in 2018. Rollover contribution from these acquisitions plus price-led organic growth already position us for between 8% and 10% revenue growth and continued margin expansion in 2019, with any additional transactions providing further growth. Moreover, we announced another double-digit percentage increase in the quarterly cash dividend, once again demonstrating that we remain well-positioned to increase our return of capital to shareholders while continuing to fund above average acquisition activity."

Q3 2018 Results

Revenue in the third quarter totaled $1.281 billion, up from $1.206 billion in the year ago period. Operating income was $232.9 million, which included $6.9 million in fair value accounting changes associated with certain equity awards, and $0.7 million in integration and acquisition-related costs, partially offset by a $2.0 million gain in impairments and other items primarily related to the divestiture of certain assets acquired in the Progressive Waste acquisition. This compares to operating income of $218.8 million in the third quarter of 2017, which included $7.2 million in charges primarily related to fair value accounting changes for certain equity awards, costs for transactions completed in the period, and certain costs associated with the Progressive Waste acquisition.

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

Net income attributable to Waste Connections in the third quarter was $150.8 million, or $0.57 per share on a diluted basis of 264.4 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $123.2 million, or $0.47 per share on a diluted basis of 264.3 million shares.

Adjusted net income attributable to Waste Connections* in the third quarter was $181.9 million, or $0.69 per diluted share, versus $158.1 million, or $0.60 per diluted share, in the prior year period. Adjusted EBITDA* in the third quarter was $416.8 million, as compared to adjusted EBITDA* of $393.4 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 from the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), fair value accounting changes to certain equity awards, and acquisition-related items, as shown in the detailed reconciliation in the attached schedules.

Nine Months Year to Date Results

For the nine months ended September 30, 2018, revenue was $3.661 billion, as compared to revenue of $3.473 billion in the year ago period. Operating income, which included $23.9 million of expenses primarily related to fair value accounting changes to certain equity awards, impairments and other items related to the termination of certain contracts and other acquisition-related costs, was $632.3 million, compared to $452.1 million for the same period in 2017, 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 fair value accounting changes to certain equity awards.

Net income attributable to Waste Connections for the nine months ended September 30, 2018, was $414.4 million, or $1.57 per share on a diluted basis of 264.4 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $261.7 million, or $0.99 per share on a diluted basis of 264.1 million shares.

Adjusted net income attributable to Waste Connections* for the nine months ended September 30, 2018, was $501.1 million, or $1.90 per diluted share, compared to $433.6 million, or $1.64 per diluted share, in the year ago period. Adjusted EBITDA* for the nine months ended September 30, 2018, was $1.169 billion, as compared to $1.100 billion in the prior year period.

Q3 2018 Earnings Conference Call

Waste Connections will be hosting a conference call related to third quarter earnings on October 30(th) at 8:30 A.M. Eastern Time. To access the call, listeners should dial 888-223-4561 (within North America) or 312-281-1202 (international) approximately 10 minutes prior to the scheduled start time and ask the operator for the Waste Connections conference call (a passcode is not required). A replay of the conference call will be available until November 6, 2018 by calling 800-633-8284 (within North America) or 402-977-9140 (international) and entering Passcode # 21896131. 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.

Waste Connections will be filing a Form 8-K on EDGAR and on SEDAR (as an "Other" document) prior to markets opening on October 30(th), providing the Company's fourth quarter 2018 outlook for revenue, core price plus volume growth for solid waste and adjusted EBITDA*.

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

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 40 states in the U.S., and six 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"), including "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," "estimate," "continue," "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 2018 and 2019 financial results, outlook and related assumptions, 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 the Company's filings with the SEC 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:

Mary Anne Whitney / (832) 442-2253
maryannew@wasteconnections.com

                                              
            WASTE CONNECTIONS, INC.


                                  
            CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME


                              
            THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2018


                                                    
            (Unaudited)


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




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

                                                                                                                    ---

                                                                 2017                            2018                    2017         2018

                                                                                                                                    ---




     Revenues                                             $1,206,478                      $1,281,110              $3,473,313   $3,661,209



     Operating expenses:



     Cost of operations                                      695,122                         736,122               2,024,402    2,120,947


      Selling, general and
       administrative                                         128,200                         139,014                 383,600      398,582



     Depreciation                                            136,941                         148,232                 395,008      423,866


      Amortization of intangibles                              26,613                          26,871                  76,886       79,444


      Impairments and other
       operating items                                            832                         (1,998)                141,333        6,106



     Operating income                                        218,770                         232,869                 452,084      632,264





     Interest expense                                       (32,471)                       (32,078)               (92,763)    (96,874)



     Interest income                                           1,656                           1,467                   3,131        3,677



     Other income, net                                         1,709                             732                   3,561        2,376


      Foreign currency
       transaction loss                                       (1,864)                          (132)                (3,502)       (323)


      Income before income tax
       provision                                              187,800                         202,858                 362,511      541,120




      Income tax provision                                   (64,390)                       (52,092)              (100,220)   (126,509)

                                                                                                                                    ---


     Net income                                              123,410                         150,766                 262,291      414,611


          Plus (Less): Net loss (income)
           attributable to noncontrolling interests

                                                                (183)                             77                   (559)       (218)



      Net income attributable to
       Waste Connections                                     $123,227                        $150,843                $261,732     $414,393





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



     Basic                                                     $0.47                           $0.57                   $0.99        $1.57






     Diluted                                                   $0.47                           $0.57                   $0.99        $1.57





      Shares used in the per share calculations:



     Basic                                               263,443,064                     263,628,838             263,298,839  263,657,274

                                                                                                                                    ===


     Diluted                                             264,299,472                     264,394,757             264,109,383  264,376,320

                                                                                                                                    ===





      Cash dividends per common
       share                                                    $0.12                           $0.14                   $0.36        $0.42




                                                       
              WASTE CONNECTIONS, INC.


                                                
              CONDENSED CONSOLIDATED BALANCE SHEETS


                                                             
              (Unaudited)


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




                                                   December 31,                                              September 30,
                                                           2017                                                        2018




     ASSETS



     Current assets:



     Cash and equivalents                                                  $
              433,815                                $
        244,389


      Accounts receivable, net of
       allowance for doubtful accounts
       of $17,154 and $15,305 at
       December 31, 2017 and September
       30, 2018, respectively                                                           554,458                                      625,048


      Current assets held for sale                                                        1,596                                          794


      Prepaid expenses and other
       current assets                                                                   186,999                                      152,827




     Total current assets                                                            1,176,868                                    1,023,058



     Restricted cash                                                                   122,652                                       83,399



     Restricted investments                                                             44,360                                       44,217


      Property and equipment, net                                                     4,820,934                                    5,069,767



     Goodwill                                                                        4,681,774                                    4,813,296



     Intangible assets, net                                                          1,087,436                                    1,069,064


      Long-term assets held for sale                                                     12,625                                          745



     Other assets, net                                                                  68,032                                       88,520



                                                                         $
              12,014,681                             $
        12,192,066




     LIABILITIES AND EQUITY



     Current liabilities:



     Accounts payable                                                      $
              330,523                                $
        331,535



     Book overdraft                                                                     19,223                                       19,087



     Accrued liabilities                                                               278,039                                      287,369



     Deferred revenue                                                                  145,197                                      162,965


      Current portion of contingent
       consideration                                                                     15,803                                       11,612


      Current liabilities held for sale                                                   2,155                                          928


      Current portion of long-term
       debt and notes payable                                                            11,659                                        1,753



            Total current liabilities                                                   802,599                                      815,249




      Long-term debt and notes payable                                                3,899,572                                    3,747,209


      Long-term portion of contingent
       consideration                                                                     31,482                                       43,412


      Other long-term liabilities                                                       316,191                                      339,817



     Deferred income taxes                                                             690,767                                      741,300



            Total liabilities                                                         5,740,611                                    5,686,987


      Commitments and contingencies



     Equity:


      Common shares: 263,660,803 shares
       issued and 263,494,670 shares
       outstanding  at December 31,
       2017; 263,506,592 shares issued
       and 263,372,910 shares
       outstanding at September 30,
       2018                                                                           4,187,568                                    4,147,909


      Additional paid-in capital                                                        115,743                                      124,317


      Accumulated other comprehensive
       income                                                                           108,413                                       53,203


      Treasury shares: 166,133 and
       133,682 shares at December 31,
       2017 and September 30, 2018,
       respectively



     Retained earnings                                                               1,856,946                                    2,174,135



            Total Waste Connections' equity                                           6,268,670                                    6,499,564


      Noncontrolling interest in
       subsidiaries                                                                       5,400                                        5,515




           Total equity                                                              6,274,070                                    6,505,079



                                                                         $
              12,014,681                             $
        12,192,066


                              
              WASTE CONNECTIONS, INC.


                  
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                   
              NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2018


                                    
              (Unaudited)


                       
              (in thousands of U.S. dollars)




                                                                                       Nine months ended September 30,



                                                                                  2017                         2018



      Cash flows from operating
       activities:



     Net income                                                     $
            262,291            $
              414,611


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


      Loss on disposal of assets and
       impairments                                                             122,098                          6,852



     Depreciation                                                             395,008                        423,866


      Amortization of intangibles                                               76,886                         79,444


      Foreign currency transaction loss                                          3,502                            323


      Deferred income taxes, net of
       acquisitions                                                           (10,971)                        45,765


      Amortization of debt issuance costs                                        3,221                          3,087



     Share-based compensation                                                  32,407                         35,434


      Interest income on restricted
       investments                                                               (387)                         (143)



     Interest accretion                                                        10,406                         11,135


      Adjustments to contingent
       consideration                                                            17,754                            349


      Payment of contingent consideration
       recorded in earnings                                                                                     (11)


      Net change in operating assets and
       liabilities, net of acquisitions                                       (23,840)                        17,080



      Net cash provided by operating
       activities                                                              888,375                      1,037,792





      Cash flows from investing
       activities:


      Payments for acquisitions, net of
       cash acquired                                                         (394,002)                     (500,064)


      Capital expenditures for property
       and equipment                                                         (317,385)                     (373,512)


      Proceeds from disposal of assets                                          25,826                          3,698


      Change in restricted investments,
       net of interest income                                                    1,920



     Other                                                                    (3,465)                         (568)



      Net cash used in investing
       activities                                                            (687,106)                     (870,446)





      Cash flows from financing
       activities:


      Proceeds from long-term debt                                             896,947                        165,737


      Principal payments on notes payable
       and long-term debt                                                    (666,724)                     (387,700)


      Payment of contingent consideration
       recorded at acquisition date                                            (5,840)                       (5,459)



     Change in book overdraft                                                  13,814                          (243)


      Proceeds from option and warrant
       exercises                                                                 1,946


      Payments for repurchase of common
       shares                                                                                               (42,040)


      Payments for cash dividends                                             (95,201)                     (110,447)


      Tax withholdings related to net
       share settlements of equity-based
       compensation                                                           (13,754)                      (14,976)



     Debt issuance costs                                                      (3,638)                       (2,839)


      Proceeds from sale of common shares
       held in trust                                                             8,704                          2,381



     Other                                                                    (1,095)                         (103)


      Net cash provided by (used in)
       financing activities                                                    135,159                      (395,689)



      Effect of exchange rate changes on
       cash, cash equivalents and
       restricted cash                                                             976                          (528)



      Net increase (decrease) in cash,
       cash equivalents and restricted
       cash                                                                    337,404                      (228,871)


      Cash, cash equivalents and
       restricted cash at beginning of
       period                                                                  169,112                        556,467


      Plus (Less): change in cash held
       for sale                                                                   (27)                           192



      Cash, cash equivalents and
       restricted cash at end of period                              $
            506,489            $
              327,788


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, 2018:

                              
      U.S.  
     Canada   
     Total




     Core Price                  3.9%       4.6%     4.0%



     Surcharges                  0.4%       1.2%     0.5%



     Volume                      0.4%     (3.0%)   (0.1%)



     Recycling                 (1.4%)     (4.0%)   (1.8%)


      Foreign Exchange Impact              (4.3%)   (0.7%)




     Total                       3.3%     (5.5%)     1.9%


Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended September 30, 2017 and 2018:

                             
        Three Months Ended September 30, 2017



                     
       Revenue               Inter-company                      Reported         %
                                          Elimination                             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%


                                  
           Three Months Ended September 30, 2018



                                                
              Inter-company                   
     Reported                
     %
                                                      Elimination                          
     Revenue
                   Revenue



     Solid Waste
      Collection             $
       871,700                                     $
       (2,419)              $
       869,281      67.9%


     Solid Waste
      Disposal and
      Transfer                    473,906                                        (182,617)                   291,289      22.7%


     Solid Waste
      Recycling                    23,370                                            (989)                    22,381       1.7%


     E&P Waste
      Treatment,
      Recovery and
      Disposal                     68,049                                          (3,256)                    64,793       5.1%


     Intermodal
      and Other                    34,261                                            (895)                    33,366       2.6%



     Total                 $
       1,471,286                                   $
       (190,176)            $
       1,281,110     100.0%


Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three month periods ended September 30, 2017 and 2018:

                               Three months ended
                             September 30,



                        2017                      2018




     Acquisitions, net      $
              40,253        $
     48,156




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, 2017 and 2018:

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



               2017                      2018            2017                2018



     Cash
      Interest
      Paid          $
              21,897        $
     22,556                           $
     76,500 $
     85,042


     Cash
      Taxes
      Paid                      44,945           10,509                              81,431    33,362

Debt to Book Capitalization as of September 30, 2018: 37%

Internalization for the three months ended September 30, 2018: 56%

Days Sales Outstanding for the three months ended September 30, 2018: 45 (33 net of deferred revenue)

Share Information for the three months ended September 30, 2018:

               Basic shares outstanding       263,628,838


               Dilutive effect of equity-
                based awards                      765,919



               Diluted shares outstanding     264,394,757

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 (or minus) net income (loss) attributable to noncontrolling interests, plus or minus income tax provision (benefit), plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments and other operating items, plus other expense, less other income, 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,



                                    2017                        2018           2017             2018



      Net income attributable
       to Waste Connections              $
              123,227         $
        150,843                     $
       261,732   $
        414,393


      Plus (Less): Net income
       (loss) attributable to
       noncontrolling
       interests                                         183                  (77)                             559             218


      Plus: Income tax
       provision                                      64,390                52,092                          100,220         126,509


      Plus: Interest expense                          32,471                32,078                           92,763          96,874


      Less: Interest income                          (1,656)              (1,467)                         (3,131)        (3,677)


      Plus: Depreciation and
       amortization                                  163,554               175,103                          471,894         503,310


      Plus: Closure and post-
       closure accretion                               2,971                 3,253                            8,805           9,749


      Plus (Less):
       Impairments and other
       operating items                                   832               (1,998)                         141,333           6,106


      Less: Other income, net                        (1,709)                (732)                         (3,561)        (2,376)


      Plus: Foreign currency
       transaction loss                                1,864                   132                            3,502             323



     Adjustments:


      Plus: Transaction-
       related expenses (a)                            1,958                   323                            4,418           4,907


      Plus: Fair value
       changes to equity
       awards (b)                                      2,369                 6,880                           12,947          10,101


      Plus: Integration-
       related and other
       expenses (c)                                    2,922                   379                            8,344           2,795


      Adjusted EBITDA                    $
              393,376         $
        416,809                   $
       1,099,825 $
        1,169,232





                   As % of revenues                    32.6%                32.5%                           31.7%          31.9%



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


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


               (c)               Reflects the
                                  addback of
                                  integration-
                                  related
                                  items,
                                  including
                                  rebranding
                                  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, 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.

                                   
            Nine months ended
                                         September 30,



                                   2017                       2018



     Net cash provided
      by operating
      activities                        $
              888,375        $
        1,037,792


     Plus/(Less):
      Change in book
      overdraft                                      13,814                  (243)


     Plus: Proceeds
      from disposal of
      assets                                         25,826                  3,698


     Less: Capital
      expenditures for
      property and
      equipment                                   (317,385)             (373,512)


     Less:
      Distributions to
      noncontrolling
      interests                                                             (103)


     Adjustments:


       Payment of
        contingent
        consideration
        recorded in
        earnings (a)                                                           11


       Cash received for
        divestitures (b)                           (21,100)               (1,250)


       Transaction-
        related expenses
        (c)                                           4,418                  4,907


       Integration-
        related and
        other expenses
        (d)                                           7,968                  2,794


       Pre-existing
        Progressive
        Waste share-
        based grants (e)                             11,740                  5,219


       Synergy bonus (f)                             11,798


       Tax effect (g)                              (11,426)               (3,609)



     Adjusted free
      cash flow                         $
              614,028          $
        675,704





                  As % of revenues                    17.7%                 18.5%



               (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 certain
                                  Progressive
                                  Waste
                                  operations.


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


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


               (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 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,



                                    2017                        2018              2017          2018



      Reported net income
       attributable to Waste
       Connections                       $
              123,227         $
           150,843                $
           261,732 $
            414,393



     Adjustments:


      Amortization of intangibles
       (a)                                            26,613                   26,871                          76,886            79,444


      Impairments and other
       operating items (b)                               832                  (1,998)                        141,333             6,106


      Transaction-related expenses
       (c)                                             1,958                      323                           4,418             4,907


      Fair value changes to equity
       awards (d)                                      2,369                    6,880                          12,947            10,101


      Integration-related and other
       expenses (e)                                    2,922                      379                           8,344             2,795



     Tax effect (f)                                 (3,575)                 (8,006)                       (75,828)         (25,783)



     Tax items (g)                                    3,787                    6,578                           3,787             9,093



      Adjusted net income
       attributable to Waste
       Connections                       $
              158,133         $
           181,870                $
           433,619 $
            501,056





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


           Reported net income              $
              0.47            $
           0.57                   $
           0.99    $
            1.57




     Adjusted net income                   $
              0.60            $
           0.69                   $
           1.64    $
            1.90




               (a)               Reflects the
                                  elimination
                                  of the non-
                                  cash
                                  amortization
                                  of
                                  acquisition-
                                  related
                                  intangible
                                  assets.


               (b)               Reflects the
                                  addback of
                                  impairments
                                  and other
                                  operating
                                  items.


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


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


               (e)               Reflects the
                                  addback of
                                  integration-
                                  related
                                  items,
                                  including
                                  rebranding
                                  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.


               (g)               In 2018,
                                  primarily
                                  reflects
                                  refinements
                                  to the
                                  estimates,
                                  as provided
                                  by Staff
                                  Accounting
                                  Bulletin
                                  No. 118, of
                                  the impact
                                  of a
                                  portion of
                                  the
                                  Company's
                                  U.S.
                                  earnings no
                                  longer
                                  deemed to
                                  be
                                  permanently
                                  reinvested
                                  in
                                  conjunction
                                  with the
                                  Tax Act; 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.