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February 28, 2023
Worthing Jackman
President and Chief Executive Officer
Waste Connections, Inc.
6220 Hwy 7, Suite 600
Woodbridge
Ontario L4H 4G3
Canada
Re:Waste Connections, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed February 16, 2023
File No. 001-34370
Dear Worthing Jackman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Non-GAAP Financial Measures, page 72
1.We note your disclosure explaining that you present a measure of adjusted free cash flow
because it is widely used as a liquidity measure in the solid waste industry. You include a
reconciliation between this non-GAAP measure and net cash flows provided by operating
activities, which is generally regarded as a liquidity measure, and identify adjustments for
various cash transactions in defining the measure.

However, you also disclose that you are using the adjusted free cash flow measures to
evaluate and monitor the ongoing financial performance of your operations and explain
that you “further adjust” the calculation to exclude the effects of items that you believe
impact your ability to assess the operating performance of the business.

 FirstName LastNameWorthing Jackman
 Comapany NameWaste Connections, Inc.
 February 28, 2023 Page 2
 FirstName LastName
Worthing Jackman
Waste Connections, Inc.
February 28, 2023
Page 2

Please expand your disclosure to explain how management is using the non-GAAP
adjusted free cash flow measures to assess performance, include the reasons you believe
the measures are useful to investors, and provide a reconciliation between the most
directly comparable GAAP measure of performance and your non-GAAP measures to
comply with Item 10(e)(1)(i)(B) and (C) of Regulation S-K.

Please also revise your description of adjusted free cash flow to encompass all of the
adjustments depicted in your reconciliation and to clarify why distributions to non-
controlling interests are mentioned but do not appear in the reconciliation.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or Gus Rodriguez,
Staff Accountant, at (202) 551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation