THE WOODLANDS, Texas, July 27, 2015 /PRNewswire/ -- Waste Connections, Inc. (NYSE: WCN) today announced its results for the second quarter of 2015. Revenue in the second quarter was $531.3 million, as compared to revenue of $524.7 million in the year ago period. Operating income was $110.0 million compared to $118.5 million in the second quarter of 2014. Adjusted EBITDA* in the current year period was $177.7 million, as compared to adjusted EBITDA of $182.5 million in the prior year period. Adjusted EBITDA, a non-GAAP measure, excludes the impact of items such as impairments and other operating charges or gains, and acquisition-related costs, as shown in the detailed reconciliation in the attached table.

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Net income attributable to Waste Connections in the quarter was $57.4 million, or $0.46 per share on a diluted basis of 124.4 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $62.7 million, or $0.50 per share on a diluted basis of 124.8 million shares.

Adjusted net income attributable to Waste Connections* in the quarter was $61.7 million, or $0.50 per share, versus $66.4 million, or $0.53 per share, in the prior year period. Adjusted net income and adjusted net income per diluted share, both non-GAAP measures, primarily exclude the impact of acquisition-related items such as amortization of intangibles and transaction costs, all net of tax, as shown in the detailed reconciliation in the attached table.

"Strong organic growth and an approximate 180 basis points year-over-year margin expansion in solid waste enabled us to once again meet or exceed the upper end of expectations for the quarter. We are pleased to report that solid waste collection activity, disposal volumes and recycled commodity values improved throughout the period, providing good momentum into the second half of the year. And E&P waste activity played out as expected," said Ronald J. Mittelstaedt, Chief Executive Officer and Chairman. "Given these trends and our expected continuing strong operating performance, we believe we are on track to report approximately $2.11 billion and $705 million of revenue and adjusted EBITDA, respectively, in 2015, meeting or exceeding full year expectations updated in April. In addition, with year-to-date free cash flow of $220 million, or over 21% of revenue, we remain on track to deliver at least $350 million of free cash flow for the year."

Mr. Mittelstaedt added, "Our recently announced $500 million note offering will expand our available liquidity to more than $1 billion, pre-positioning the balance sheet for any increase in acquisition activity or return of capital to stockholders. But as always, discipline and prudence remain hallmarks of our capital deployment strategy."

For the six months ended June 30, 2015, revenue was $1.04 billion, as compared to revenue of $1.01 billion in the year ago period. Operating income was $211.9 million compared to $218.4 million for the same period in 2014.

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

Adjusted EBITDA for the six months ended June 30, 2015, was $346.0 million, as compared to adjusted EBITDA of $346.6 million in the prior year period. Net income attributable to Waste Connections for the six months ended June 30, 2015, was $109.2 million, or $0.88 per share on a diluted basis of 124.4 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $111.7 million, or $0.89 per share on a diluted basis of 124.8 million shares. Adjusted net income attributable to Waste Connections* for the six months ended June 30, 2015, was $118.6 million, or $0.95 per share, compared to $121.3 million, or $0.97 per share, in the year ago period.

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 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 two million residential, commercial, industrial, and exploration and production customers from a network of operations in 32 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.

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 Company's expected 2015 financial results; capital expenditures; the Company's ability to generate free cash flow; trends in our business; expected acquisition activity; the Company's ability to close its recently announced note offering; 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) negative trends or volatility in crude oil prices may adversely affect the level of exploration, development and production activity of E&P companies and the demand for our E&P waste services; (2) our results are vulnerable to economic conditions; (3) our E&P waste business depends on the willingness of E&P companies to outsource their waste services activities; (4) 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; (5) our financial and operating performance may be affected by the inability to renew landfill operating permits, obtain new landfills and expand existing ones; (6) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (7) our indebtedness could adversely affect our financial condition and limit our financial flexibility; (8) price increases may not be adequate to offset the impact of increased costs, or may cause us to lose volume; (9) fluctuations in prices for recycled commodities that we sell and rebates we offer to customers may cause our revenues and operating results to decline; (10) we have limited experience in running an E&P waste treatment, recovery and disposal business; (11) the seasonal nature of our business and "event-driven" waste projects cause our results to fluctuate; (12) we may lose contracts through competitive bidding, early termination or governmental action; (13) alternatives to landfill disposal may cause our revenues and operating results to decline; (14) increases in labor costs could impact our financial results; (15) increases in the price of diesel or compressed natural gas fuel may adversely affect our collection business and reduce our operating margins; (16) labor union activity could divert management attention and adversely affect our operating results; (17) 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; (18) our financial results could be adversely affected by impairments of goodwill or indefinite-lived intangibles; (19) pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements; (20) 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; (21) increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (22) 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; (23) a portion of our growth and future financial performance depends on our ability to integrate acquired businesses, and the success of our acquisitions; (24) 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; (25) extensive and evolving environmental, health and safety laws and regulations may restrict our operations and growth and increase our costs; (26) our E&P waste business could be adversely affected by changes in laws regulating E&P waste; (27) changes in laws or government regulations regarding hydraulic fracturing could increase our customers' costs of doing business and reduce oil and gas production by our customers, which could adversely impact our business; (28) future changes in laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results; (29) extensive regulations that govern the design, operation and closure of landfills may restrict our landfill operations or increase our costs of operating landfills; (30) our financial results are based upon estimates and assumptions that may differ from actual results; (31) our accruals for our landfill site closure and post-closure costs may be inadequate; (32) 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; (33) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (34) liabilities for environmental damage may adversely affect our financial condition, business and earnings; and (35) 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, 2014 AND 2015

                                                                (Unaudited)

                                            (in thousands, except share and per share amounts)


                                                                   Three months ended                      Six months ended

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

                                                                          2014                        2015                       2014        2015
                                                                          ----                        ----                       ----        ----


    Revenues                                                          $524,693                    $531,312                 $1,006,402  $1,037,412

    Operating expenses:

    Cost of operations                                                 286,950                     297,437                    550,011     578,560

    Selling, general and
     administrative                                                     56,526                      57,264                    112,172     115,409

    Depreciation                                                        57,105                      59,639                    112,922     116,945

    Amortization of intangibles                                          6,720                       7,264                     13,456      14,263

     Impairments and other
      operating charges (gains)                                        (1,074)                      (316)                     (549)        346

    Operating income                                                   118,466                     110,024                    218,390     211,889


    Interest expense                                                  (15,940)                   (15,322)                  (32,851)   (31,018)

    Other income (expense), net                                            911                          92                      1,053       (128)
                                                                           ---                         ---                      -----        ----

    Income before income tax
     provision                                                         103,437                      94,794                    186,592     180,743


    Income tax provision                                              (40,537)                   (37,153)                  (74,470)   (71,020)
                                                                       -------                     -------                    -------     -------

    Net income                                                          62,900                      57,641                    112,122     109,723

    Less: net income attributable to noncontrolling interests

                                                                         (236)                      (281)                     (443)      (539)
                                                                          ----                        ----                       ----        ----

    Net income attributable to
     Waste Connections                                                 $62,664                     $57,360                   $111,679    $109,184
                                                                       =======                     =======                   ========    ========


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

    Basic                                                                $0.50                       $0.46                      $0.90       $0.88
                                                                         =====                       =====                      =====       =====


    Diluted                                                              $0.50                       $0.46                      $0.89       $0.88
                                                                         =====                       =====                      =====       =====


    Shares used in the per share calculations:

    Basic                                                          124,230,572                 124,079,184                124,096,619 124,044,130
                                                                   ===========                 ===========                =========== ===========

    Diluted                                                        124,848,351                 124,352,062                124,781,097 124,360,059
                                                                   ===========                 ===========                =========== ===========





    Cash dividends per common
     share                                                              $0.115                       $0.13                      $0.23       $0.26
                                                                        ======                       =====                      =====       =====




                                                       WASTE CONNECTIONS, INC.

                                                CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             (Unaudited)

                                          (in thousands, except share and per share amounts)


                                              December 31,
                                                  2014                                       June 30,
                                                                                                 2015
                                                                                                 ----

    ASSETS

    Current assets:

    Cash and equivalents                                                          $14,353                $15,624

    Accounts receivable, net of
     allowance for doubtful accounts of
     $9,175 and $8,343 at December 31,
     2014 and June 30, 2015,
     respectively                                                                 259,969                256,139

    Deferred income taxes                                                          49,508                 42,581

    Prepaid expenses and other current
     assets                                                                        42,314                 28,072
                                                                                   ------                 ------

    Total current assets                                                          366,144                342,416


    Property and equipment, net                                                 2,594,205              2,598,865

    Goodwill                                                                    1,693,789              1,722,324

    Intangible assets, net                                                        509,995                537,657

    Restricted assets                                                              40,841                 41,737

    Other assets, net                                                              40,293                 41,472
                                                                                   ------                 ------

                                                                               $5,245,267             $5,284,471
                                                                               ==========             ==========

    LIABILITIES AND EQUITY

    Current liabilities:

    Accounts payable                                                             $120,717               $129,836

    Book overdraft                                                                 12,446                 12,424

    Accrued liabilities                                                           120,947                132,509

    Deferred revenue                                                               80,915                 84,563

    Current portion of contingent
     consideration                                                                 21,637                 23,986

    Current portion of long-term debt
     and notes payable                                                              3,649                  3,942
                                                                                    -----                  -----

          Total current liabilities                                               360,311                387,260


    Long-term debt and notes payable                                            1,971,152              1,930,483

    Long-term portion of contingent
     consideration                                                                 48,528                 49,099

    Other long-term liabilities                                                    92,900                 99,052

    Deferred income taxes                                                         538,635                545,186
                                                                                  -------                -------

          Total liabilities                                                     3,011,526              3,011,080


    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;
     123,984,527 and 123,419,698 shares
     issued and outstanding at December
     31, 2014 and June 30, 2015,
     respectively                                                                   1,240                  1,234

    Additional paid-in capital                                                    811,289                775,472

    Accumulated other comprehensive loss                                          (5,593)               (7,597)

    Retained earnings                                                           1,421,249              1,498,230
                                                                                ---------              ---------

          Total Waste Connections' equity                                       2,228,185              2,267,339

    Noncontrolling interest in
     subsidiaries                                                                   5,556                  6,052
                                                                                    -----                  -----

          Total equity                                                          2,233,741              2,273,391
                                                                                ---------              ---------

                                                                               $5,245,267             $5,284,471
                                                                               ==========             ==========



                                        WASTE CONNECTIONS, INC.

                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                SIX MONTHS ENDED JUNE 30, 2014 AND 2015

                                              (Unaudited)

                                        (Dollars in thousands)


                                                           Six months ended

                                                               June 30,
                                                               --------

                                                        2014                      2015
                                                        ----                      ----



    Cash flows from operating
     activities:

    Net income                                                   $112,122              $109,723

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

    Gain on disposal of
     assets and
     impairments                                     (1,465)                    (582)

    Depreciation                                     112,922                   116,945

    Amortization of
     intangibles                                      13,456                    14,263

    Deferred income
     taxes, net of
     acquisitions                                      7,114                    14,725

    Amortization of debt
     issuance costs                                    1,594                     1,777

    Equity-based
     compensation                                      9,444                     9,580

    Interest income on
     restricted assets                                 (235)                    (215)

    Interest accretion                                 2,427                     3,704

    Excess tax benefit
     associated with
     equity-based
     compensation                                    (7,096)                  (1,850)

    Adjustments to
     contingent
     consideration not
     settled in cash                                     916                       928

    Net change in
     operating assets
     and liabilities,
     net of acquisitions                              28,482                    50,219
                                                      ------                    ------

    Net cash provided by
     operating
     activities                                      279,681                   319,217
                                                     -------                   -------


    Cash flows from investing
     activities:

    Payments for
     acquisitions, net
     of cash acquired                               (29,596)                 (91,724)

    Proceeds from
     adjustment to
     acquisition
     consideration                                       843                         -

    Capital expenditures
     for property and
     equipment                                      (83,679)                (102,170)

    Proceeds from
     disposal of assets                                5,863                     1,290

    Increase in
     restricted assets,
     net of interest
     income                                          (2,015)                      296

    Other                                                589                       568
                                                         ---                       ---

    Net cash used in
     investing
     activities                                    (107,995)                (191,740)
                                                    --------                  --------


    Cash flows from financing
     activities:

    Proceeds from long-
     term debt                                       122,000                   336,000

    Principal payments
     on notes payable
     and long-term debt                            (259,682)                (381,226)

    Payment of
     contingent
     consideration
     recorded at
     acquisition date                                  (542)                    (190)

    Change in book
     overdraft                                            18                      (21)

    Proceeds from option
     and warrant
     exercises                                         2,958                       417

    Excess tax benefit
     associated with
     equity-based
     compensation                                      7,096                     1,850

    Payments for
     repurchase of
     common stock                                          -                 (41,311)

    Payments for cash
     dividends                                      (28,496)                 (32,203)

    Tax withholdings
     related to net
     share settlements
     of restricted stock
     units                                           (6,729)                  (6,359)

    Distributions to
     noncontrolling
     interests                                         (371)                     (43)

    Debt issuance costs                                (125)                  (3,120)

    Net cash used in
     financing
     activities                                    (163,873)                (126,206)
                                                    --------                  --------


    Net increase in cash
     and equivalents                                   7,813                     1,271

    Cash and equivalents
     at beginning of
     period                                           13,591                    14,353
                                                      ------                    ------

    Cash and equivalents
     at end of period                                             $21,404               $15,624
                                                                  =======               =======

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, 2015:



                                       Three months ended

                                          June 30, 2015
                                          -------------

    Solid Waste Internal Growth:

      Core Price                                      2.9%

      Surcharges                                    (0.1%)

      Volume                                          2.4%

      Recycling                                     (0.5%)
                                                     -----

    Total Solid Waste Internal
     Growth                                           4.7%
                                                       ---

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ending June 30, 2014 and 2015:



                Three Months Ended June 30, 2014
                --------------------------------

                                                                                   %

                             Revenue                      Inter-company
                                                           Elimination  Reported

                                                                         Revenue
                                                                         -------

    Solid Waste
     Collection                                  $322,763                   $(903)   $321,860   61.3%

    Solid Waste
     Disposal
     and
     Transfer                                     158,913                 (61,091)     97,822   18.7%

    Solid Waste
     Recycling                                     14,836                    (485)     14,351    2.7%

    E&P Waste
     Treatment,
     Recovery
     and
     Disposal                                      82,646                  (3,717)     78,929   15.1%

    Intermodal
     and Other                                     11,970                    (239)     11,731    2.2%
                                                   ------                     ----      ------     ---

    Total                                        $591,128                $(66,435)   $524,693  100.0%
                                                 ========                 ========    ========   =====



                Three Months Ended June 30, 2015
                --------------------------------

                                                                                   %

                             Revenue                      Inter-company
                                                           Elimination  Reported

                                                                         Revenue
                                                                         -------

    Solid Waste
     Collection                                  $342,583                   $(981)   $341,602   64.3%

    Solid Waste
     Disposal
     and
     Transfer                                     171,932                 (64,838)    107,094   20.1%

    Solid Waste
     Recycling                                     12,332                    (278)     12,054    2.3%

    E&P Waste
     Treatment,
     Recovery
     and
     Disposal                                      55,851                  (3,362)     52,489    9.9%

    Intermodal
     and Other                                     18,073                        -     18,073    3.4%
                                                   ------                      ---     ------     ---

    Total                                        $600,771                $(69,459)   $531,312  100.0%
                                                 ========                 ========    ========   =====

Contribution from Acquisitions: The following table reflects revenues from acquisitions, net of divestitures, for the three month periods ending June 30, 2014 and 2015:



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

                      2014                2015
                      ----                ----

    Solid waste, net          $3,655            $6,199

    E&P waste                      -            5,161
                                 ---            -----

    Acquisitions, net         $3,655           $11,360
                              ======           =======

ADDITIONAL STATISTICS (continued)

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and six month periods ending June 30, 2014 and 2015:



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

              2014                2015         2014               2015
              ----                ----         ----               ----

     Cash
     Interest
     Paid             $19,188          $21,083                         $31,030 $28,127

     Cash
     Taxes
     Paid              40,612           32,072                          41,261  32,535

Debt to Book Capitalization as of June 30, 2015: 46%

Internalization for the three months ended June 30, 2015: 53%

Days Sales Outstanding for the three months ended June 30, 2015: 44 (29 net of deferred revenue)

Share Information for the three months ended June 30, 2015:



    Basic shares outstanding          124,079,184

    Dilutive effect of options
     and warrants                          31,246

    Dilutive effect of restricted
     stock units                          241,632
                                          -------

    Diluted shares outstanding        124,352,062

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 impairments or other operating charges, 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,
                                --------                        --------

                                              2014                           2015      2014 2015
                                              ----                           ----      ---- ----

    Net Income                                      $62,900                        $57,641        $112,122 $109,723

    Plus: Income tax
     provision                                       40,537                         37,153          74,470   71,020

    Plus: Interest expense                           15,940                         15,322          32,851   31,018

    Plus: Depreciation and
     amortization                                    63,825                         66,903         126,378  131,208

    Plus: Closure and
     post-closure
     accretion                                          861                            987           1,739    1,942

    Plus/less:
     Impairments and other
     operating charges
     (gains) (a)                                    (1,074)                         (316)          (549)     346

    Plus/less: Other
     expense (income), net                            (911)                          (92)        (1,053)     128

    Adjustments:

    Plus: Acquisition-
     related costs (b)                                  390                             82             648      594

    Adjusted EBITDA                                $182,468                       $177,680        $346,606 $345,979
                                                   ========                       ========        ======== ========


    As % of revenues                                  34.8%                         33.4%          34.4%   33.4%


    ____________________________________


    (a)             Reflects the addback of impairments and other operating charges (gains).

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

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

Reconciliation of Free Cash Flow:

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 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 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. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies may calculate free cash flow differently.



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

                        2014                  2015       2014                 2015
                        ----                  ----       ----                 ----

    Net cash provided
     by operating
     activities                  $134,724           $156,647                         $279,681     $319,217

    Plus/Less: Change
     in book overdraft              (117)              (47)                              18         (21)

    Plus: Proceeds from
     disposal of assets             4,551                692                            5,863        1,290

    Plus: Excess tax
     benefit associated
     with equity-based
     compensation                   2,036                371                            7,096        1,850

    Less: Capital
     expenditures for
     property and
     equipment                   (48,087)          (60,464)                        (83,679)   (102,170)

    Less: Distributions
     to noncontrolling
     interests                          -                 -                           (371)        (43)

    Free cash flow                $93,107            $97,199                         $208,608     $220,123
                                  =======            =======                         ========     ========


    As % of revenues                17.7%             18.3%                           20.7%       21.2%


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 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,
                                      --------                       --------

                               2014                 2015      2014                2015
                               ----                 ----      ----                ----

    Reported net income
     attributable to Waste
     Connections                       $62,664            $57,360                       $111,679   $109,184

    Adjustments:

         Amortization of
          intangibles (a)                6,720              7,264                         13,456     14,263

         Acquisition-related
          costs (b)                        390                 82                            648        594

         Impairments and other
          operating charges
          (gains) (c)                  (1,074)             (316)                         (549)       346

         Tax effect (d)                (2,315)           (2,696)                       (5,198)   (5,830)

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

    Adjusted net income
     attributable to Waste
     Connections                       $66,385            $61,694                       $121,256   $118,557
                                       =======            =======                       ========   ========


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

    Reported net income                  $0.50              $0.46                          $0.89      $0.88

    Adjusted net income                  $0.53              $0.50                          $0.97      $0.95

    ____________________________________________


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

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

    (c)             Reflects the addback of impairments and other operating charges (gains).

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

    (e)              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.