THE WOODLANDS, Texas, Oct. 21, 2014 /PRNewswire/ -- Waste Connections, Inc. (NYSE: WCN) today announced its results for the third quarter of 2014. Revenue totaled $546.6 million, an 8.5% increase over revenue of $503.6 million in the year ago period. Operating income was $116.0 million compared to $115.6 million in the third quarter of 2013. Adjusted EBITDA* in the third quarter of 2014 was $192.3 million, up 8.6% over adjusted EBITDA* of $177.1 million in the prior year period. Adjusted EBITDA, a non-GAAP measure, excludes the impact of items such as gains or losses on the disposal of assets and impairments, 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 $60.1 million, or $0.48 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 $60.7 million, or $0.49 per share on a diluted basis of 124.3 million shares.

Adjusted net income attributable to Waste Connections* in the quarter was $70.2 million, or $0.56 per share, versus $63.7 million, or $0.51 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.

"We once again are extremely pleased with our strong performance in the quarter. Improving commercial collection trends and a 7% increase in municipal solid waste landfill tonnage drove better than expected solid waste volume growth, and E&P waste activity continued to grow in excess of 20% despite more difficult prior year comps and unusually wet weather in the Permian," said Ronald J. Mittelstaedt, Chief Executive Officer and Chairman. "Year-to-date, our EBITDA margin has expanded almost 60 basis points, and we've converted more than half of our EBITDA into free cash flow despite a 75% increase in cash taxes. Our strong financial performance positioned us for another double-digit increase in our quarterly cash dividend and, we believe, was a key contributor to our recent two-notch credit rating upgrade to "BBB+" by S&P."

Mr. Mittelstaedt added, "Discipline in deploying capital is as important now as ever as we have been reviewing a record amount of potential growth opportunities. In addition to the previously announced acquisition of two development stage landfills earlier this year, we're pleased to announce recent new market entry acquisitions of solid waste collection operations in Alabama and North Dakota, with combined annualized revenue of almost $20 million. In addition, to further strengthen our E&P waste asset positioning, we acquired a treatment and disposal company with two landfills in the Bakken, with current annualized revenue of about $10 million and ramping, and four additional permitting opportunities in North Dakota, Montana and Wyoming. These transactions, along with other acquisitions we expect to complete over the next few months, provide additional building blocks for growth and margin expansion in 2015."

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

For the nine months ended September 30, 2014, revenue was $1.55 billion, a 7.6% increase over revenue of $1.44 billion in the year ago period. Operating income was $335.3 million compared to $295.6 million for the same period in 2013. Adjusted EBITDA* for the nine months ended September 30, 2014, was $538.9 million, up 9.4% over adjusted EBITDA* of $492.5 million in the prior year period. Net income attributable to Waste Connections for the nine months ended September 30, 2014, was $171.8 million, or $1.38 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 $146.2 million, or $1.18 per share on a diluted basis of 124.1 million shares. Adjusted net income attributable to Waste Connections* for the nine months ended September 30, 2014, was $190.9 million, or $1.53 per share, compared to $167.3 million, or $1.35 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 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 third quarter earnings and fourth quarter outlook on October 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.

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

Information Regarding Forward-Looking Statements

Certain statements contained in this release are forward-looking in nature, including statements related to: trends in our business; the expected contribution from recently completed acquisitions; expected acquisition activity; the Company's ability to finance additional acquisitions and newly permitted E&P waste facilities; and the Company's ability to grow and expand margins. 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 NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2014

                                                                     (Unaudited)

                                                 (in thousands, except share and per share amounts)


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

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

    Revenues                                             $503,646                                  $546,551                     $1,442,918   $1,552,953

    Operating expenses:

    Cost of operations                                    274,141                                   297,849                        794,588      847,860

    Selling, general and administrative                    53,536                                    57,991                        159,690      170,163

    Depreciation                                           55,863                                    58,998                        162,277      171,920

    Amortization of intangibles                             6,211                                     6,702                         18,861       20,158

    Loss (gain) on disposal of assets
     and  impairments                                     (1,725)                                    9,000                         11,895        7,535

    Operating income                                      115,620                                   116,011                        295,607      335,317


    Interest expense                                     (17,911)                                 (15,815)                      (55,851)    (48,666)

    Other income (expense), net                               845                                     (389)                         (119)       (252)
                                                              ---                                      ----                           ----         ----

    Income before income tax provision                     98,554                                    99,807                        239,637      286,399


    Income tax provision                                 (37,641)                                 (39,523)                      (93,049)   (113,992)
                                                          -------                                   -------                        -------     --------

    Net income                                             60,913                                    60,284                        146,588      172,407

    Less:  Net income attributable to
     noncontrolling interests                               (207)                                    (200)                         (359)       (644)
                                                             ----                                      ----                           ----         ----

    Net income attributable to Waste
     Connections                                          $60,706                                   $60,084                       $146,229     $171,763
                                                          =======                                   =======                       ========     ========


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

    Basic                                                   $0.49                                     $0.48                          $1.18        $1.38
                                                            =====                                     =====                          =====        =====


    Diluted                                                 $0.49                                     $0.48                          $1.18        $1.38
                                                            =====                                     =====                          =====        =====


    Shares used in the per share
     calculations:

    Basic                                             123,676,936                               124,342,493                    123,557,317  124,179,478
                                                      ===========                               ===========                    ===========  ===========

    Diluted                                           124,279,666                               124,769,981                    124,089,422  124,778,292
                                                      ===========                               ===========                    ===========  ===========


    Cash dividends per common share                         $0.10                                    $0.115                          $0.30       $0.345
                                                            =====                                    ======                          =====       ======




                                                       WASTE CONNECTIONS, INC.

                                                CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             (Unaudited)

                                          (in thousands, except share and per share amounts)


                                              December 31,                                   September 30,
                                                  2013                                             2014
                                             -------------                                   --------------

    ASSETS

    Current assets:

    Cash and equivalents                                                          $13,591                      $13,327

    Accounts receivable, net of
     allowance for doubtful accounts of
     $7,348 and  $6,377 at December 31,
     2013 and September 30, 2014,
     respectively                                                                 234,001                      262,346

    Deferred income taxes                                                          41,275                       48,715

    Prepaid expenses and other current
     assets                                                                        39,638                       36,131
                                                                                   ------                       ------

    Total current assets                                                          328,505                      360,519


    Property and equipment, net                                                 2,450,649                    2,450,067

    Goodwill                                                                    1,675,154                    1,687,915

    Intangible assets, net                                                        527,871                      510,914

    Restricted assets                                                              35,921                       38,636

    Other assets, net                                                              46,152                       45,813
                                                                                   ------                       ------

                                                                               $5,064,252                   $5,093,864
                                                                               ==========                   ==========

    LIABILITIES AND EQUITY

    Current liabilities:

    Accounts payable                                                             $105,394                     $113,303

    Book overdraft                                                                 12,456                       12,276

    Accrued liabilities                                                           119,026                      146,019

    Deferred revenue                                                               71,917                       78,440

    Current portion of contingent
     consideration                                                                 30,840                       32,417

    Current portion of long-term debt
     and notes payable                                                              5,385                        3,621
                                                                                    -----                        -----

          Total current liabilities                                               345,018                      386,076


    Long-term debt and notes payable                                            2,067,590                    1,888,593

    Long-term portion of contingent
     consideration                                                                 24,710                       25,236

    Other long-term liabilities                                                    77,035                       85,675

    Deferred income taxes                                                         501,692                      513,654
                                                                                  -------                      -------

          Total liabilities                                                     3,016,045                    2,899,234


    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 124,119,712 shares
     issued and outstanding at December
     31, 2013 and  September 30, 2014,
     respectively                                                                   1,236                        1,241

    Additional paid-in capital                                                    796,085                      813,308

    Accumulated other comprehensive loss                                          (1,869)                     (1,940)

    Retained earnings                                                           1,247,630                    1,376,623
                                                                                ---------                    ---------

          Total Waste Connections' equity                                       2,043,082                    2,189,232

    Noncontrolling interest in
     subsidiaries                                                                   5,125                        5,398
                                                                                    -----                        -----

          Total equity                                                          2,048,207                    2,194,630
                                                                                ---------                    ---------

                                                                               $5,064,252                   $5,093,864
                                                                               ==========                   ==========



                                       WASTE CONNECTIONS, INC.

                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                            NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2014

                                             (Unaudited)

                                       (Dollars in thousands)


                                                     Nine months ended September 30,

                                                                          2013             2014
                                                                          ----             ----

    Cash flows from
     operating activities:

    Net income                                                        $146,588         $172,407

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

    Loss on disposal of
     assets and
     impairments                                                        11,895            7,535

    Depreciation                                                       162,277          171,920

    Amortization of
     intangibles                                                        18,861           20,158

    Deferred income taxes,
     net of acquisitions                                                24,411            4,572

    Amortization of debt
     issuance costs                                                      2,836            2,362

    Equity-based
     compensation                                                       11,268           13,889

    Interest income on
     restricted assets                                                   (295)           (345)

    Interest accretion                                                   3,677            3,631

    Excess tax benefit
     associated with
     equity-based
     compensation                                                      (3,539)         (7,177)

    Payment of contingent
     consideration
     recorded in earnings                                              (5,059)               -

    Net change in
     operating assets and
     liabilities, net of
     acquisitions                                                       12,484           25,674
                                                                        ------           ------

    Net cash provided by
     operating activities                                              385,404          414,626
                                                                       -------          -------


    Cash flows from
     investing activities:

    Payments for
     acquisitions, net of
     cash acquired                                                     (2,031)        (49,231)

    Proceeds from
     adjustments to
     acquisition
     consideration                                                      18,000              843

    Capital expenditures
     for property and
     equipment                                                       (140,872)       (148,843)

    Proceeds from disposal
     of assets                                                           9,075            6,139

    Increase in restricted
     assets, net of
     interest income                                                      (81)         (2,370)

    Other                                                              (4,868)              18
                                                                        ------              ---

    Net cash used in
     investing activities                                            (120,777)       (193,444)
                                                                      --------         --------


    Cash flows from
     financing activities:

    Proceeds from long-
     term debt                                                         212,500          214,000

    Principal payments on
     notes payable and
     long-term debt                                                  (418,316)       (394,761)

    Payment of contingent
     consideration
     recorded at
     acquisition date                                                 (23,530)           (578)

    Change in book
     overdraft                                                           (374)           (180)

    Proceeds from option
     and warrant exercises                                               2,234            2,958

    Excess tax benefit
     associated with
     equity-based
     compensation                                                        3,539            7,177

    Payments for cash
     dividends                                                        (37,005)        (42,770)

    Tax withholdings
     related to net share
     settlements of
     restricted stock
     units                                                             (5,421)         (6,796)

    Distributions to
     noncontrolling
     interests                                                           (198)           (371)

    Debt issuance costs                                                (1,987)           (125)

    Net cash used in
     financing activities                                            (268,558)       (221,446)
                                                                      --------         --------


    Net decrease in cash
     and equivalents                                                   (3,931)           (264)

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

    Cash and equivalents
     at end of period                                                  $19,281          $13,327
                                                                       =======          =======

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 September 30, 2014:



                                      Three months ended

                                      September 30, 2014
                                      ------------------

    Solid Waste Internal Growth:

      Core Price                                             2.8%

      Surcharges                                             0.0%

      Volume                                                 2.1%

      Recycling                                            (0.5%)
                                                            -----

    Total Solid Waste Internal
     Growth                                                  4.4%
                                                              ---

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



                 Three months ended          Nine months ended
                 September 30, 2014          September 30, 2014
                 ------------------          ------------------


     Solid
     Waste
     Collection                     $333,917                     54.3%   $962,683   55.1%

     Solid
     Waste
     Disposal
     and
     Transfer                        167,129                     27.2%    461,605   26.4%

     E&P
     Waste
     Treatment,
     Recovery
     and
     Disposal                         86,085                     14.0%    242,049   13.9%

     Solid
     Waste
     Recycling                        14,973                      2.4%     44,713    2.6%

     Intermodal
     and
     Other                            12,604                      2.1%     35,446    2.0%
                                      ------                       ---      ------     ---

     Total
     before
     inter-
     company
     elimination                     614,708                    100.0%  1,746,496  100.0%


     Inter-
     company
     elimination                    (68,157)                           (193,543)
                                     -------                             --------

       Reported
       Revenue                      $546,551                           $1,552,953
                                    --------                           ----------

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



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

                      2013                 2014
                      ----                 ----

    Solid waste, net           $(371)           $6,580

    E&P waste, net             61,235                 -
                               ------               ---

    Acquisitions, net         $60,864            $6,580
                              =======            ======

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



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

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

    Cash Interest Paid          $9,129          $6,920                         $43,030 $37,950

    Cash Taxes Paid             32,670          48,382                          51,010  89,643

ADDITIONAL STATISTICS (continued)

Debt to Book Capitalization as of September 30, 2014: 46%

Internalization for the three months ended September 30, 2014: 52%

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

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

    Basic shares outstanding          124,342,493

    Dilutive effect of options
     and warrants                          62,205

    Dilutive effect of restricted
     stock units                          365,283
                                          -------

    Diluted shares outstanding        124,769,981

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 and impairments, 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              Nine months ended
                                September 30,                   September 30,
                                -------------                   -------------

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

    Net income                       $60,913           $60,284                       $146,588 $172,407

    Plus: Income tax
     provision                        37,641            39,523                         93,049  113,992

    Plus: Interest expense            17,911            15,815                         55,851   48,666

    Plus: Depreciation and
     amortization                     62,074            65,700                        181,138  192,078

    Plus: Closure and
     post-closure
     accretion                           727               869                          2,241    2,608

    Plus/Less: Loss
     (gain) on disposal of
     assets and
     impairments (a)                 (1,725)            9,000                         11,895    7,535

    Plus/Less: Other
     expense (income), net             (845)              389                            119      252

    Adjustments:

    Plus: Acquisition-
     related costs (b)                   167               736                            974    1,384

    Plus: Corporate
     relocation expenses
     (c)                                 215                 -                           636        -

    Adjusted EBITDA                 $177,078          $192,316                       $492,491 $538,922
                                    ========          ========                       ======== ========


    As % of revenues                   35.2%            35.2%                         34.1%   34.7%

____________________________________________




    (a)                  Reflects the addback of the loss
                         (gain) on the sale of assets and
                         impairments, including the loss
                         on the prior corporate office
                         lease in 2013 resulting from the
                         relocation of the Company's
                         headquarters from California to
                         Texas and the impairment charge
                         at an E&P disposal facility in
                         2014 resulting from the
                         migration of the majority of its
                         customers to a new E&P facility
                         that the Company owns and
                         operates.

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

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

    Net cash provided by
     operating activities               $129,881           $134,945                          $385,404     $414,626

    Less: Change in book
     overdraft                             (284)             (198)                            (374)       (180)

    Plus: Proceeds from
     disposal of assets                    5,453                276                             9,075        6,139

    Plus: Excess tax benefit
     associated with equity-
     based compensation                      872                 80                             3,539        7,177

    Less: Capital expenditures
     for property and
     equipment                          (53,331)          (65,164)                        (140,872)   (148,843)

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

    Adjustments:

    Payment of contingent
     consideration recorded in
     earnings (a)                          5,059                  -                            5,059            -

    Corporate office
     relocation (b)                          215                  -                            2,047            -

          Tax effect (c)                    (82)                 -                            (244)           -
                                             ---                ---                             ----          ---

    Adjusted free cash flow              $87,783            $69,939                          $263,436     $278,548
                                         =======            =======                          ========     ========


    As % of revenues                       17.4%             12.8%                            18.3%       17.9%

____________________________________________




    (a)                   Reflects the addback of
                          acquisition-related payments
                          for contingent consideration
                          that were recorded as expenses
                          in earnings and a component of
                          cash flow from operating
                          activities as the amounts paid
                          exceeded the fair value of the
                          contingent consideration
                          recorded at the acquisition
                          date.

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

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

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

    Reported net income
     attributable to Waste
     Connections                         $60,706            $60,084                        $146,229    $171,763

    Adjustments:

    Amortization of
     intangibles (a)                       6,211              6,702                          18,861      20,158

    Acquisition-related
     expenses (b)                            167                736                           2,661       1,384

    Loss (gain) on disposal
     of assets and
     impairments (c)                     (1,725)             9,000                          11,895       7,535

    Corporate relocation
     expenses (d)                            215                  -                            636           -

         Tax effect (e)                  (1,862)           (6,304)                       (13,025)   (11,151)

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

    Adjusted net income
     attributable to Waste
     Connections                         $63,712            $70,218                        $167,257    $190,909


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

    Reported net income                    $0.49              $0.48                           $1.18       $1.38
                                           =====              =====                           =====       =====

    Adjusted net income                    $0.51              $0.56                           $1.35       $1.53
                                           =====              =====                           =====       =====

____________________________________________



    (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 and
                          impairments, including the loss on
                          the prior corporate office lease
                          in 2013 resulting from the
                          relocation of the Company's
                          corporate headquarters from
                          California to Texas and the
                          impairment charge at an E&P
                          disposal facility in 2014
                          resulting from the migration of
                          the majority of its customers to a
                          new E&P facility that the Company
                          owns and operates.

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

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

    (f)                   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.