THE WOODLANDS, Texas, July 21, 2014 /PRNewswire/ -- Waste Connections, Inc. (NYSE: WCN) today announced its results for the second quarter of 2014. Revenue in the second quarter totaled $524.7 million, a 7.2% increase over revenue of $489.4 million in the year ago period. Operating income was $118.7 million compared to $93.1 million in the second quarter of 2013. Adjusted EBITDA* in the current year period was $182.5 million, up 7.7% over adjusted EBITDA of $169.4 million in the prior year period. Adjusted EBITDA, a non-GAAP measure, excludes the impact of items such as acquisition-related costs and the loss, in the year ago period, on the Company's prior corporate office lease, as shown in the detailed reconciliation in the attached table.

http://photos.prnewswire.com/prnvar/20140128/SF54441LOGO

Net income attributable to Waste Connections in the quarter was $62.7 million, or $0.50 per share on a diluted basis of 124.8 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $44.0 million, or $0.35 per share on a diluted basis of 124.1 million shares.

Adjusted net income attributable to Waste Connections* in the quarter was $66.2 million, or $0.53 per share, versus $57.8 million, or $0.47 per share, in the prior year period. Adjusted net income and adjusted net income per diluted share, both non-GAAP measures, exclude certain items net of tax, as shown in the detailed reconciliation in the attached table, that affect comparability of results between periods.

"Higher than expected E&P waste activity and consistent solid waste pricing growth continue to drive strong results in the year. Through the first half of 2014, adjusted EBITDA as a percentage of revenue was up 80 basis points year-over-year, and adjusted free cash flow increased 18.8% to more than $200 million, or over 20% of revenue," said Ronald J. Mittelstaedt, Chief Executive Officer and Chairman. "We are extremely pleased with these results, especially given tougher year-over-year comparisons in solid waste landfill volumes and increasing collection cost pressures during this stage of the economic recovery."

Mr. Mittelstaedt added, "We now expect the two development stage landfills acquired earlier this year to be open before year-end. And as we look at the remainder of the year, our balance sheet is well positioned for expected increases in both acquisition activity and the return of capital to stockholders."

For the six months ended June 30, 2014, revenue was $1.01 billion, a 7.1% increase over revenue of $939.3 million in the year ago period. Operating income was $219.3 million compared to $180.0 million for the same period in 2013. Adjusted EBITDA for the six months ended June 30, 2014, was $346.6 million, up 9.9% over adjusted EBITDA of $315.4 million in the prior year period. Net income attributable to Waste Connections for the six months ended June 30, 2014, was $111.7 million, or $0.89 per share on a diluted basis of 124.8 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $85.5 million, or $0.69 per share on a diluted basis of 124.0 million shares. Adjusted net income attributable to Waste Connections for the six months ended June 30, 2014, was $120.7 million, or $0.97 per share, compared to $103.5 million, or $0.84 per share, in the year ago period.

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

Waste Connections, Inc. is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets. Through its R360 Environmental Solutions subsidiary, the Company also is 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 two million residential, commercial, industrial, and exploration and production customers from a network of operations in 31 states. The Company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in The Woodlands, Texas.

Waste Connections will be hosting a conference call related to second quarter earnings and third quarter outlook on July 22(nd) at 8:30 A.M. Eastern Time. The call will be broadcast live over the Internet at www.streetevents.com or through a link on our website at www.wasteconnections.com. A playback of the call will be available at both of these websites.

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 (832) 442-2200.

Information Regarding Forward-Looking Statements

Certain statements contained in this release are forward-looking in nature, including statements related to the expected timing for recently acquired landfills to open; expected acquisition activity; the Company's ability to finance additional acquisitions; and the expected return of capital to stockholders. These statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates," or the negative thereof or comparable terminology, or by discussions of strategy. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) our results are vulnerable to economic conditions; (2) our industry is highly competitive and includes larger and better capitalized companies, companies with lower prices, return expectations or other advantages, and governmental service providers, which could adversely affect our ability to compete and our operating results; (3) our E&P waste business depends on the level of drilling and production activity in the basins in which we operate and the willingness of E&P companies to outsource their waste services activities; (4) we have limited experience in running an E&P waste treatment, recovery and disposal business; (5) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (6) our indebtedness could adversely affect our financial condition and limit our financial flexibility; (7) price increases may not be adequate to offset the impact of increased costs, or may cause us to lose volume; (8) fluctuations in prices for recycled commodities that we sell and rebates we offer to customers may cause our revenues and operating results to decline; (9) the seasonal nature of our business and "event-driven" waste projects cause our results to fluctuate; (10) we may lose contracts through competitive bidding, early termination or governmental action; (11) increases in labor costs could impact our financial results; (12) increases in the price of diesel or compressed natural gas fuel may adversely affect our collection business and reduce our operating margins; (13) labor union activity could divert management attention and adversely affect our operating results; (14) we could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate and the accrued pension benefits are not fully funded; (15) our financial results could be adversely affected by impairments of goodwill or indefinite-lived intangibles; (16) we may incur charges related to capitalized expenditures of landfill development projects, which would decrease our earnings; (17) pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements; (18) we may be subject in the normal course of business to judicial, administrative or other third party proceedings that could interrupt or limit our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity; (19) increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (20) a portion of our growth and future financial performance depends on our ability to integrate acquired businesses, and the success of our acquisitions; (21) each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, or that become more adverse to our business than we anticipated at the time of acquisition; (22) our financial results are based upon estimates and assumptions that may differ from actual results; (23) our accruals for our landfill site closure and post-closure costs may be inadequate; (24) we depend significantly on the services of the members of our senior and regional management team, and the departure of any of those persons could cause our operating results to suffer; (25) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (26) liabilities for environmental damage may adversely affect our financial condition, business and earnings; (27) we rely on computer systems to run our business and disruptions or privacy breaches in these systems could impact our ability to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation risk; and (28) if we are not able to develop and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer. These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change.

- financial tables attached -




    CONTACT:


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

    worthingj@wasteconnections.com    maryannew@wasteconnections.com



                                                          WASTE CONNECTIONS, INC.

                                              CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

                                             THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2014

                                                                (Unaudited)

                                            (in thousands, except share and per share amounts)


                                                                   Three months ended                      Six months ended

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

                                                                          2013                        2014                       2013        2014
                                                                          ----                        ----                       ----        ----


    Revenues                                                          $489,381                    $524,693                   $939,272  $1,006,402

    Operating expenses:

    Cost of operations                                                 268,484                     286,950                    520,447     550,011

    Selling, general and
     administrative                                                     52,903                      56,526                    106,154     112,172

    Depreciation                                                        54,766                      57,105                    106,414     112,922

    Amortization of
     intangibles                                                         6,211                       6,720                     12,650      13,456

    Loss (gain) on disposal
     of assets                                                           3,445                     (1,324)                     3,122     (1,465)

    Loss on prior corporate
     office lease                                                       10,498                           -                    10,498           -
                                                                        ------                         ---                    ------         ---

    Operating income                                                    93,074                     118,716                    179,987     219,306


    Interest expense                                                  (18,928)                   (15,940)                  (37,940)   (32,851)

    Other income (expense),
     net                                                               (1,706)                        661                      (965)        137
                                                                        ------                         ---                       ----         ---

    Income before income tax
     provision                                                          72,440                     103,437                    141,082     186,592


    Income tax provision                                              (28,445)                   (40,537)                  (55,408)   (74,470)
                                                                       -------                     -------                    -------     -------

    Net income                                                          43,995                      62,900                     85,674     112,122

    Less: net income attributable to noncontrolling interests

                                                                          (28)                      (236)                     (151)      (443)
                                                                           ---                        ----                       ----        ----

    Net income attributable
     to Waste Connections                                              $43,967                     $62,664                    $85,523    $111,679
                                                                       =======                     =======                    =======    ========


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

    Basic                                                                $0.36                       $0.50                      $0.69       $0.90
                                                                         =====                       =====                      =====       =====


    Diluted                                                              $0.35                       $0.50                      $0.69       $0.89
                                                                         =====                       =====                      =====       =====


    Shares used in the per share calculations:

         Basic                                                     123,610,969                 124,230,572                123,496,519 124,096,619
                                                                   ===========                 ===========                =========== ===========

         Diluted                                                   124,080,423                 124,848,351                123,993,311 124,781,097
                                                                   ===========                 ===========                =========== ===========


    Cash dividends per common
     share                                                               $0.10                      $0.115                      $0.20       $0.23
                                                                         =====                      ======                      =====       =====




                                                             WASTE CONNECTIONS, INC.

                                                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                   (Unaudited)

                                               (in thousands, except share and per share amounts)


                                                                      December 31,                June 30,

                                                                                            2013                    2014
                                                                                            ----                    ----

    ASSETS

    Current assets:

                           Cash and
                           equivalents                                                   $13,591                 $21,404

                          Accounts
                           receivable,
                           net of
                           allowance
                           for doubtful                                                  234,001                 254,858

                               accounts of
                                 $7,348 and
                                 $5,678 at
                                 December 31,
                                 2013

                                and June 30,
                                 2014,
                                 respectively

                           Deferred
                           income taxes                                                   41,275                  41,964

                          Prepaid
                           expenses and
                           other
                           current
                           assets                                                         39,638                  30,460


                          Total current assets                                           328,505                 348,686


    Property and equipment, net                                                     2,450,649               2,446,043

    Goodwill                                                                        1,675,154               1,675,726

    Intangible assets, net                                                            527,871                 515,176

    Restricted assets                                                                  35,921                  38,171

    Other assets, net                                                                  46,152                  45,434

                                                                                      $5,064,252              $5,069,236
                                                                                      ==========              ==========


    LIABILITIES AND EQUITY

    Current liabilities:

                           Accounts
                           payable                                                      $105,394                $115,623

                           Book
                           overdraft                                                      12,456                  12,475

                           Accrued
                           liabilities                                                   119,026                 131,216

                           Deferred
                           revenue                                                        71,917                  77,927

                           Current
                           portion of
                           contingent
                           consideration                                                  30,840                  32,406

                          Current
                           portion of
                           long-term
                           debt and
                           notes
                           payable                                                         5,385                   4,031


                                Total current
                                 liabilities                                             345,018                 373,678


    Long-term debt and notes payable                                                2,067,590               1,931,262

    Long-term portion of contingent
     consideration                                                                     24,710                  26,867

    Other long-term liabilities                                                        77,035                  84,699

    Deferred income taxes                                                             501,692                 509,110
                                                                                      -------                 -------

                                Total
                                 liabilities                                           3,016,045               2,925,616


    Commitments and contingencies


    Equity:

    Preferred stock: $0.01 par value;
     7,500,000 shares authorized; none
     issued and outstanding

                                                                                            -                      -

    Common stock: $0.01 par value;
     250,000,000 shares authorized;
     123,566,487 and 124,116,793 shares
     issued and outstanding at December
     31, 2013 and June 30, 2014,
     respectively                                                                                              1,241

                                                                                        1,236

    Additional paid-in capital                                                        796,085                 808,849

    Retained earnings                                                               1,247,630               1,330,813

    Accumulated other comprehensive
     loss                                                                             (1,869)                (2,480)
                                                                                       ------                  ------

    Total Waste Connections' equity                                                 2,043,082               2,138,423

    Noncontrolling interest in
     subsidiaries                                                                       5,125                   5,197
                                                                                        -----                   -----

    Total equity                                                                    2,048,207               2,143,620
                                                                                    ---------               ---------

                                                                                   $5,064,252              $5,069,236
                                                                                   ==========              ==========



                                       WASTE CONNECTIONS, INC.

                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                               SIX MONTHS ENDED JUNE 30, 2013 AND 2014

                                             (Unaudited)

                                       (Dollars in thousands)


                                                          Six months ended

                                                              June 30,
                                                              --------

                                                        2013                     2014
                                                        ----                     ----



    Cash flows from operating
     activities:

    Net income                                                  $85,674               $112,122

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

    Loss (gain) on
     disposal of assets                                3,122                  (1,465)

    Depreciation                                     106,414                  112,922

    Amortization of
     intangibles                                      12,650                   13,456

    Deferred income
     taxes, net of
     acquisitions                                     14,990                    7,114

    Amortization of debt
     issuance costs                                    2,016                    1,594

    Equity-based
     compensation                                      7,446                    9,444

    Interest income on
     restricted assets                                 (196)                   (235)

    Interest accretion                                 2,533                    2,427

    Excess tax benefit
     associated with
     equity-based
     compensation                                    (2,667)                 (7,096)

    Loss on prior
     corporate office
     lease                                            10,498                        -

    Net change in
     operating assets and
     liabilities, net of
     acquisitions                                     13,043                   29,398
                                                      ------                   ------

    Net cash provided by
     operating activities                            255,523                  279,681
                                                     -------                  -------


    Cash flows from investing
     activities:

    Payments for
     acquisitions, net of
     cash acquired                                   (1,181)                (29,596)

    Proceeds from
     adjustment to
     acquisition
     consideration                                    18,000                      843

    Capital expenditures
     for property and
     equipment                                      (87,541)                (83,679)

    Proceeds from
     disposal of assets                                3,622                    5,863

    Increase in
     restricted assets,
     net of interest
     income                                             (81)                 (2,015)

    Other                                            (1,140)                     589
                                                      ------                      ---

    Net cash used in
     investing activities                           (68,321)               (107,995)
                                                     -------                 --------


    Cash flows from financing
     activities:

    Proceeds from long-
     term debt                                        93,500                  122,000

    Principal payments on
     notes payable and
     long-term debt                                (256,732)               (259,682)

    Payment of contingent
     consideration
     recorded at
     acquisition date                                (2,743)                   (542)

    Change in book
     overdraft                                          (90)                      18

    Proceeds from option
     and warrant
     exercises                                         1,330                    2,958

    Excess tax benefit
     associated with
     equity-based
     compensation                                      2,667                    7,096

    Payments for cash
     dividends                                      (24,654)                (28,496)

    Tax withholdings related to net
     share settlements of restricted
     stock units

                                                     (5,362)                 (6,729)

    Distributions to
     noncontrolling
     interests                                         (198)                   (371)

    Debt issuance costs                              (1,920)                   (125)

    Net cash used in
     financing activities                          (194,202)               (163,873)
                                                    --------                 --------


    Net increase
     (decrease) in cash
     and equivalents                                 (7,000)                   7,813

    Cash and equivalents
     at beginning of
     period                                           23,212                   13,591
                                                      ------                   ------

    Cash and equivalents
     at end of period                                           $16,212                $21,404
                                                                =======                =======

ADDITIONAL STATISTICS

(Dollars in thousands)



    Solid Waste Internal Growth:
     The following table reflects
     a breakdown of the components
     of our solid waste internal
     growth for the three months
     ended June 30, 2014:


                                      Three months ended

                                         June 30, 2014
                                         -------------

    Solid Waste Internal Growth:

      Core Price                                     2.6%

      Surcharges                                     0.0%

      Volume                                         1.5%

      Recycling                                    (0.6%)
                                                    -----

    Total Solid Waste Internal
     Growth                                          3.5%
                                                      ---

    Revenue Breakdown: The following
     table reflects a breakdown of
     our revenue for the three and
     six month periods ending June
     30, 2014:


                 Three months ended          Six months ended
                    June 30, 2014              June 30, 2014
                    -------------              -------------


     Solid
     Waste
     Collection                     $322,763                   54.6%   $628,766   55.6%

     Solid
     Waste
     Disposal
     and
     Transfer                        158,913                   26.9%    294,476   26.0%

     E&P
     Waste
     Treatment,
     Disposal
     and
     Recovery                         82,646                   14.0%    155,964   13.8%

     Solid
     Waste
     Recycling                        14,836                    2.5%     29,739    2.6%

     Intermodal
     and
     Other                            11,970                    2.0%     22,842    2.0%
                                      ------                     ---      ------     ---

     Total
     before
     inter-
     company
     elimination                     591,128                  100.0%  1,131,787  100.0%


     Inter-
     company
     elimination                    (66,435)                         (125,385)
                                     -------                           --------

       Reported
       Revenue                      $524,693                         $1,006,402
                                    --------                         ----------



    Contribution from Acquisitions: The
     following table reflects revenues
     from acquisitions, net of
     divestitures, for the three month
     periods ending June 30, 2013 and
     2014:


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

                      2013                 2014
                      ----                 ----

    Solid waste, net          $11,051           $3,655

    E&P waste, net             57,926                -
                               ------              ---

    Acquisitions, net         $68,977           $3,655
                              =======           ======

    Other Cash Flow Items:
     The following table
     reflects cash interest
     and cash taxes for the
     three and six month
     periods ending June 30,
     2013 and 2014:


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

              2013                 2014         2013               2014
              ----                 ----         ----               ----

     Cash
     Interest
     Paid             $24,106           $19,188                         $33,901 $31,030

     Cash
     Taxes
     Paid              17,641            40,612                          18,340  41,261

ADDITIONAL STATISTICS (continued)

Debt to Book Capitalization as of June 30, 2014: Debt to Book Capitalization as of June 30, 2014: 47%

Internalization for the three months ended June 30, 2014:Internalization for the three months ended June 30, 2014: 53%

Days Sales Outstanding for the three months ended June 30, 2014:Days Sales Outstanding for the three months ended June 30, 2014: 44 (31 net of deferred revenue)

Share Information for the three months ended June 30, 2014:



    Basic shares outstanding         124,230,572

    Dilutive effect of options
     and warrants                        110,406

    Dilutive effect of
     restricted stock units              507,373
                                         -------

    Diluted shares outstanding       124,848,351

NON-GAAP RECONCILIATION SCHEDULE
(in thousands)

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 the Company's operations. Waste Connections defines adjusted EBITDA as net income, plus income tax provision, plus interest expense, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on disposal of assets, plus other expense, less other income. The Company further adjusts this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently.



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

                             2013                  2014      2013                2014
                             ----                  ----      ----                ----

    Net Income                         $43,995           $62,900                       $85,674 $112,122

    Plus: Income tax
     provision                          28,445            40,537                        55,408   74,470

    Plus: Interest
     expense                            18,928            15,940                        37,940   32,851

    Plus: Depreciation
     and amortization                   60,977            63,825                       119,064  126,378

    Plus: Closure and
     post-closure
     accretion                             753               861                         1,514    1,739

    Plus/Less: Loss
     (gain) on disposal
     of assets                           3,445           (1,324)                        3,122  (1,465)

    Plus/less: Other
     expense (income),
     net                                 1,706             (661)                          965    (137)

    Adjustments:

         Plus: Loss on prior
          corporate office
          lease (a)                     10,498                 -                       10,498        -

    Plus: Acquisition-
     related costs (b)                     333               390                           806      648

    Plus: Corporate
     relocation expenses
     (c)                                   270                 -                          422        -

    Adjusted EBITDA                   $169,350          $182,468                      $315,413 $346,606
                                      ========          ========                      ======== ========


    As % of revenues                     34.6%            34.8%                        33.6%   34.4%




    (a)              Reflects the addback of the loss
                     on the prior corporate office
                     lease resulting from the
                     relocation of the Company's
                     corporate headquarters from
                     California to Texas.

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

    (c)              Reflects the addback of costs
                     associated with the relocation
                     of the Company's corporate
                     headquarters from California to
                     Texas.


NON-GAAP RECONCILIATION SCHEDULE (continued)
(in thousands)

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

                           Three months ended           Six months ended

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

                              2013                 2014                  2013        2014
                              ----                 ----                  ----        ----


    Net
     cash
     provided
     by
     operating
     activities           $122,565             $134,724              $255,523    $279,681

    Plus/
     Less:
     Change
     in
     book
     overdraft                (73)               (117)                 (90)         18

    Plus:
     Proceeds
     from
     disposal
     of
     assets                  2,899                4,551                 3,622       5,863

    Plus:
     Excess
     tax
     benefit
     associated
     with
     equity-
     based                     569                2,036                 2,667       7,096

             compensation

    Less:
     Capital
     expenditures
     for
     property
     and
     equipment            (50,636)            (48,087)             (87,541)   (83,679)

    Less:
     Distributions
     to
     noncontrolling
     interests                   -                   -                (198)      (371)

    Adjustment:

       Corporate
       office
       relocation
       (a)                     270                    -                1,832           -

      Tax
       effect
       (b)                   (103)                   -                (161)          -
                              ----                  ---                 ----         ---

     Adjusted
     free
     cash
     flow                  $75,491              $93,107              $175,654    $208,608
                           =======              =======              ========    ========



                             15.4%               17.7%                18.7%      20.7%
                              ====                 ====                  ====        ====




    (a)              Reflects the addback of third
                     party expenses and reimbursable
                     advances to employees
                     associated with the relocation
                     of our corporate headquarters
                     from California to Texas.

    (b)              The tax effect of the corporate
                     office relocation is calculated
                     based on the applied tax rates
                     for the respective periods.

NON-GAAP RECONCILIATION SCHEDULE (continued)
(in thousands, except per share amounts)

Reconciliation of Net Income to Adjusted Net Income and Adjusted Net Income per Diluted Share:

Adjusted net income and adjusted net income per diluted share, 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 and adjusted net income per diluted share as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections provides adjusted net income to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income 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 and adjusted net income per diluted share are not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted net income and adjusted net income per diluted share differently.



                       Three months ended          Six months ended

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

                           2013               2014                 2013       2014
                           ----               ----                 ----       ----


     Reported
     net
     income
     attributable
     to
     Waste
     Connections        $43,967            $62,664              $85,523   $111,679

    Adjustments:

          Amortization
          of
          intangibles
          (a)             6,211              6,720               12,650     13,456

          Acquisition-
          related
          costs
          (b)             2,020                390                2,494        648

         Loss
          (gain)
          on
          disposal
          of
          assets
          (c)             3,445            (1,324)               3,122    (1,465)

          Corporate
          relocation
          expenses
          (d)               270                  -                 422          -

         Loss
          on
          prior
          corporate
          office
          lease
          (e)            10,498                  -              10,498          -

         Tax
          effect
          (f)           (8,584)           (2,219)            (11,163)   (4,847)

          Impact
          of
          deferred
          tax
          adjustment
          (g)                 -                 -                   -     1,220
                            ---               ---                 ---     -----

     Adjusted
     net
     income
     attributable
     to
     Waste
     Connections        $57,827            $66,231             $103,546   $120,691
                        =======            =======             ========   ========


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

     Reported
     net
     income               $0.35              $0.50                $0.69      $0.89
                          =====              =====                =====      =====

     Adjusted
     net
     income               $0.47              $0.53                $0.84      $0.97
                          =====              =====                =====      =====




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

    (b)                 Reflects the elimination of
                        acquisition-related expenses,
                        including transaction costs and
                        adjustments to the fair value of
                        contingent consideration.

    (c)                 Reflects the elimination of a
                        loss (gain) on disposal of
                        assets.

    (d)                 Reflects the addback of costs
                        associated with the relocation
                        of the Company's corporate
                        headquarters from California to
                        Texas.

    (e)                 Reflects the addback of the loss
                        on the prior corporate office
                        lease resulting from the
                        relocation of the Company's
                        corporate headquarters from
                        California to Texas.

    (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)                 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
                        New York State's 2014-2015
                        Budget Act on March 31, 2014.

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SOURCE Waste Connections, Inc.