THE WOODLANDS, Texas, Feb. 10, 2014 /PRNewswire/ -- Waste Connections, Inc. (NYSE: WCN) today announced its results for the fourth quarter of 2013. Revenue totaled $485.9 million, an 8.3% increase over revenue of $448.8 million in the year ago period. Operating income was $99.1 million compared to $80.2 million in the fourth quarter of 2012. Adjusted EBITDA* in the fourth quarter was $164.5 million, or 33.9% of revenue, compared to $142.3 million, or 31.7% of revenue, in the prior year period. Adjusted EBITDA, a non-GAAP measure, excludes the impact of items such as acquisition-related costs and expenses incurred in connection with the relocation of our corporate headquarters from California to Texas, as shown in the detailed reconciliation in the attached table.

Net income attributable to Waste Connections in the quarter was $49.4 million, or $0.40 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 $36.0 million, or $0.29 per share on a diluted basis of 123.7 million shares.

Adjusted net income attributable to Waste Connections* in the quarter was $54.5 million, or $0.44 per share, versus $45.9 million, or $0.37 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, transaction costs and adjustment to accrued deferred tax liabilities, as well as expenses incurred in connection with the relocation of our corporate headquarters from California to Texas, all net of tax, as shown in the detailed reconciliation in the attached table.

"Continuing strength in solid waste disposal volumes, E&P waste and roll off activity enabled us to exceed the upper end of our fourth quarter outlook and provide a good entry point into 2014. We met our full year 2013 adjusted free cash flow* target of $300 million despite pulling forward into 2013 an additional $20 million of capital expenditures and constructing our new E&P landfill in the West Texas Permian," said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. "As we look at 2014, we believe we are uniquely positioned to both expand margins and, more importantly, increase free cash flow. Consistent pricing growth within solid waste and expected double-digit growth in higher margin E&P waste activity should drive our margin expansion. Expected growth in free cash flow is particularly notable given the anticipated increase in cash taxes resulting from the loss of bonus depreciation."

Mr. Mittelstaedt added, "With over $325 million of free cash flow expected in the upcoming year, we remain well positioned to both fund additional growth opportunities, including potential acquisitions and newly permitted E&P waste facilities, and increase the return of capital to stockholders."

For the year ended December 31, 2013, revenue was $1.93 billion, a 16.1% increase over revenue of $1.66 billion in 2012. Operating income was $394.7 million compared to $316.1 million in the prior year. Adjusted EBITDA* in 2013 was $657.0 million, or 34.1% of revenue, compared to $528.4 million, or 31.8% of revenue, in the prior year.

Net income attributable to Waste Connections in 2013 was $195.7 million, or $1.58 per share on a diluted basis of 124.2 million shares. In 2012, the Company reported net income attributable to Waste Connections of $159.1 million, or $1.31 per share on a diluted basis of 121.8 million shares. Adjusted net income attributable to Waste Connections* in 2013 was $221.8 million, or $1.79 per share, compared to $188.1 million, or $1.54 per share, in the prior year.

2014 OUTLOOK

Waste Connections also announced its outlook for 2014, which assumes no change in the current economic environment. The Company's outlook excludes the impact of any additional acquisitions, potential newly permitted E&P waste facilities, and expensing of acquisition-related transaction costs. The outlook provided below is forward looking, and actual results may differ materially depending on risks and uncertainties detailed at the end of this release and in our periodic SEC filings. Certain components of the outlook for 2014 are subject to quarterly fluctuations.


    --  Revenue is estimated to be between $2.02 billion and $2.04 billion.
    --  Adjusted EBITDA* is estimated to be between $700 million and $705
        million, or approximately 34.6% of revenue, the components of which as a
        percentage of revenue are as follows:
        --  Operating income is estimated to be approximately 22.0% of revenue;
        --  Depreciation and depletion expense is estimated to be approximately
            11.2% of revenue;
        --  Amortization of intangibles expense is estimated to be approximately
            1.3% of revenue; and,
        --  Closure and post-closure accretion expense is estimated to be
            approximately 0.15% of revenue.
    --  Net interest expense is estimated to be approximately $67.5 million.
    --  Effective tax rate is expected to be approximately 39.2%.
    --  Net income attributable to noncontrolling interests is estimated to
        reduce net income by approximately $1.0 million.
    --  Net cash provided by operating activities is estimated to be
        approximately 25.5% of revenue.
    --  Capital expenditures are estimated to be between $180 million and $190
        million.

CONFERENCE CALL

Waste Connections will be hosting a conference call related to fourth quarter earnings and 2014 outlook on February 11(th) 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.

Waste Connections, Inc. is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets. Through its R360 Environmental Solutions subsidiary, the Company also is a leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the United States, including the Permian, Bakken and Eagle Ford Basins. Waste Connections serves more than two million residential, commercial, industrial, and exploration and production customers from a network of operations in 31 states. The Company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in The Woodlands, Texas.

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: expected operating performance, pricing growth, volume growth and margin growth; expected 2014 financial results, capital expenditures and outlook; the Company's ability to finance additional growth opportunities; and the expected amount of capital returned to stockholders. These statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates," or the negative thereof or comparable terminology, or by discussions of strategy. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) our results are vulnerable to economic conditions; (2) our industry is highly competitive and includes larger and better capitalized companies, companies with lower prices, return expectations or other advantages, and governmental service providers, which could adversely affect our ability to compete and our operating results; (3) our E&P waste business depends on the level of drilling and production activity in the basins in which we operate and the willingness of E&P companies to outsource their waste services activities; (4) we have limited experience in running an E&P waste treatment, recovery and disposal business; (5) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (6) our indebtedness could adversely affect our financial condition and limit our financial flexibility; (7) price increases may not be adequate to offset the impact of increased costs, or may cause us to lose volume; (8) fluctuations in prices for recycled commodities that we sell and rebates we offer to customers may cause our revenues and operating results to decline; (9) the seasonal nature of our business and "event-driven" waste projects cause our results to fluctuate; (10) we may lose contracts through competitive bidding, early termination or governmental action; (11) increases in labor costs could impact our financial results; (12) increases in the price of diesel or compressed natural gas fuel may adversely affect our collection business and reduce our operating margins; (13) labor union activity could divert management attention and adversely affect our operating results; (14) we could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate and the accrued pension benefits are not fully funded; (15) our financial results could be adversely affected by impairments of goodwill or indefinite-lived intangibles; (16) we may incur charges related to capitalized expenditures of landfill development projects, which would decrease our earnings; (17) pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements; (18) we may be subject in the normal course of business to judicial, administrative or other third party proceedings that could interrupt or limit our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity; (19) increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (20) a portion of our growth and future financial performance depends on our ability to integrate acquired businesses, and the success of our acquisitions; (21) each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, or that become more adverse to our business than we anticipated at the time of acquisition; (22) our financial results are based upon estimates and assumptions that may differ from actual results; (23) our accruals for our landfill site closure and post-closure costs may be inadequate; (24) we depend significantly on the services of the members of our senior and regional management team, and the departure of any of those persons could cause our operating results to suffer; (25) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (26) liabilities for environmental damage may adversely affect our financial condition, business and earnings; (27) we rely on computer systems to run our business and disruptions or privacy breaches in these systems could impact our ability to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation risk; and (28) if we are not able to develop and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer. These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K. 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 INCOME

                    THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2012 AND 2013

                                          (Unaudited)

                       (in thousands, except share and per share amounts)


                                    Three months ended                   Twelve months ended
                                      December 31,                          December 31,
                                   -------------------                  --------------------

                                 2012                 2013                 2012                2013
                                 ----                 ----                 ----                ----

    Revenues                               $448,803             $485,877           $1,661,618        $1,928,795

    Operating
     expenses:

    Cost of
     operations                             258,007              270,232              956,357         1,064,819

    Selling,
     general and
     administrative                          53,555               52,947              197,454           212,637

    Depreciation                             49,696               56,176              169,027           218,454

    Amortization
     of
     intangibles                              6,441                6,550               24,557            25,410

    Loss on
     disposal of
     assets                                     912                  860                1,627             2,853

    Gain from
     litigation
     settlement                                 (14)                   -               (3,551)                -

    Loss on
     prior
     office
     leases                                       -                    -                    -             9,902
                                                                                          ---             -----

    Operating
     income                                  80,206               99,112              316,147           394,720


    Interest
     expense                                (16,974)             (17,728)             (53,037)          (73,579)

    Other income
     (expense),
     net                                        330                 (100)               1,993              (220)
                                                ---                 ----                -----              ----

    Income
     before
     income tax
     provision                               63,562               81,284              265,103           320,921


    Income tax
     provision                              (27,476)             (31,867)            (105,443)         (124,916)
                                            -------              -------             --------          --------

    Net income                               36,086               49,417              159,660           196,005

    Plus (less):
     Net loss
     (income)
     attributable
     to
     noncontrolling
     interests                                  (97)                   9                 (567)             (350)
                                                ---                  ---                 ----              ----

    Net income
     attributable
     to Waste
     Connections                            $35,989              $49,426             $159,093          $195,655
                                            =======              =======             ========          ========


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

    Basic                                     $0.29                $0.40                $1.31             $1.58
                                              =====                =====                =====             =====


    Diluted                                   $0.29                $0.40                $1.31             $1.58
                                              =====                =====                =====             =====


    Shares used
     in the per
     share
     calculations:

    Basic                               122,963,136          123,716,885          121,172,381       123,597,540
                                        ===========          ===========          ===========       ===========

    Diluted                             123,687,624          124,386,756          121,824,349       124,165,052
                                        ===========          ===========          ===========       ===========


    Cash
     dividends
     per common
     share                                    $0.10               $0.115                $0.37            $0.415
                                              =====               ======                =====            ======




                                     WASTE CONNECTIONS, INC.

                              CONDENSED CONSOLIDATED BALANCE SHEETS

                                           (Unaudited)

                        (in thousands, except share and per share amounts)


                                        December                           December
                                        31, 2012                            31,

                                                                           2013
                                                                           ----

    ASSETS

    Current
     assets:

    Cash and
     equivalents                                                 $23,212               $13,591

    Accounts
     receivable,                      31, 2012
     net of                           and  2013,
     allowance                        respectively
     for
     doubtful
     accounts
     of $6,548
     and $7,348
     at
     December                                                    235,762               234,001

    Deferred
     income
     taxes                                                        45,798                41,275

    Prepaid
     expenses
     and other
     current
     assets                                                       57,714                39,638
                                                                  ------                ------

    Total
     current
     assets                                                      362,486               328,505


    Property
     and
     equipment,
     net                                                       2,457,606             2,450,649

    Goodwill                                                   1,636,557             1,675,154

    Intangible
     assets,
     net                                                         541,908               527,871

    Restricted
     assets                                                       34,889                35,921

    Other
     assets,
     net                                                          42,580                46,152
                                                                  ------                ------

                                                              $5,076,026            $5,064,252
                                                                ========              ========

    LIABILITIES
     AND EQUITY

    Current
     liabilities:

    Accounts
     payable                                                    $130,260              $105,394

    Book
     overdraft                                                    12,567                12,456

    Accrued
     liabilities                                                 121,829               119,026

    Deferred
     revenue                                                      69,930                71,917

    Current
     portion of
     contingent
     consideration                                                49,018                30,840

    Current
     portion of
     long-term
     debt and
     notes
     payable                                                      33,968                 5,385
                                                                  ------                 -----

          Total
           current
           liabilities                                           417,572               345,018


    Long-term
     debt and
     notes
     payable                                                   2,204,967             2,067,590

    Long-term
     portion of
     contingent
     consideration                                                30,346                24,710

    Other long-
     term
     liabilities                                                  75,129                77,035

    Deferred
     income
     taxes                                                       464,882               501,692
                                                                 -------               -------

          Total
           liabilities                                         3,192,896             3,016,045


    Commitments
     and
     contingencies


    Equity:

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

    Common
     stock:                           issued and
     $0.01 par                        outstanding
     value;                           at
     250,000,000                      December
     shares                           31, 2012
     authorized;                      and  2013,
     123,019,494                      respectively
     and
     123,566,487
     shares                                                        1,230                 1,236

    Additional
     paid-in
     capital                                                     779,904               796,085

    Accumulated
     other
     comprehensive
     loss                                                         (6,165)               (1,869)

    Retained
     earnings                                                  1,103,188             1,247,630
                                                               ---------             ---------

          Total Waste
           Connections'
           equity                                              1,878,157             2,043,082

     Noncontrolling
     interest
     in
     subsidiaries                                                  4,973                 5,125
                                                                   -----                 -----

          Total
           equity                                              1,883,130             2,048,207
                                                               ---------             ---------

                                                              $5,076,026            $5,064,252
                                                                ========              ========



                  WASTE CONNECTIONS, INC.

      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

      TWELVE MONTHS ENDED DECEMBER 31, 2012 AND 2013

                        (Unaudited)

                  (Dollars in thousands)


                                  Twelve months ended
                                      December 31,

                                             2012               2013
                                             ----               ----

    Cash flows from operating
     activities:

    Net income                           $159,660           $196,005

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

    Loss on disposal of assets              1,627              2,853

    Depreciation                          169,027            218,454

    Amortization of intangibles            24,557             25,410

    Deferred income taxes, net
     of acquisitions                       29,689             38,680

    Amortization of debt
     issuance costs                         1,993              3,655

    Equity-based compensation              17,289             15,397

    Interest income on
     restricted assets                       (603)              (386)

    Interest accretion                      4,000              4,812

    Excess tax benefit
     associated with equity-
     based compensation                    (5,033)            (3,765)

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

    Net change in operating
     assets and liabilities,
     net of acquisitions                   14,121            (11,995)
                                           ------            -------

    Net cash provided by
     operating activities                 416,327            484,061
                                          -------            -------


    Cash flows from investing
     activities:

    Payments for acquisitions,
     net of cash acquired              (1,579,869)           (64,156)

    Proceeds from adjustment to
     acquisition consideration                  -             18,000

    Capital expenditures for
     property and equipment              (153,517)          (209,874)

    Proceeds from disposal of
     assets                                 2,741             11,019

    Decrease (increase) in
     restricted assets, net of
     interest income                        2,983               (646)

    Other                                  (6,185)            (5,358)
                                           ------             ------

    Net cash used in investing
     activities                        (1,733,847)          (251,015)
                                        ---------           --------


    Cash flows from financing
     activities:

    Proceeds from long-term
     debt                               1,647,000            327,600

    Principal payments on notes
     payable and long-term
     debt                                (609,014)          (493,560)

    Payment of contingent
     consideration recorded at
     acquisition date                     (12,473)           (23,941)

    Change in book overdraft                  398               (110)

    Proceeds from option and
     warrant exercises                      4,057              2,464

    Excess tax benefit
     associated with equity-
     based compensation                     5,033              3,765

    Payments for repurchase of
     common stock                         (18,597)                 -

    Payments for cash dividends           (44,465)           (51,213)

    Tax withholdings related to
     net share settlements of
     restricted stock units                (6,062)            (5,439)

    Distributions to
     noncontrolling interests                (198)              (198)

    Debt issuance costs                    (7,174)            (2,035)

    Proceeds from common stock
     offering, net                        369,584                  -
                                          -------                ---

    Net cash provided by (used
     in) financing activities           1,328,089           (242,667)
                                        ---------           --------


    Net increase (decrease) in
     cash and equivalents                  10,569             (9,621)

    Cash and equivalents at
     beginning of period                   12,643             23,212
                                           ------             ------

    Cash and equivalents at end
     of period                            $23,212            $13,591
                                          =======            =======



         ADDITIONAL STATISTICS

    THREE AND TWELVE MONTHS ENDED
           DECEMBER 31, 2013

        (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 and
     twelve months ended December
     31, 2013:


                             Three months ended       Twelve months ended

                              December 31, 2013         December 31, 2013
                              -----------------        -----------------

    Solid Waste Internal
     Growth:

    Core Price                               2.6%                      2.6%

    Surcharges                               0.3%                      0.3%

    Volume                                   1.4%                      0.7%

    Recycling                              (0.5%)                    (0.5%)
                                           -----                     -----

    Total Solid Waste
     Internal Growth                         3.8%                      3.1%
                                             ---                       ---


    Revenue Breakdown: The
     following table reflects a
     breakdown of our revenue
     for the three and twelve
     month periods ending
     December 31, 2013:


                             Three months            Twelve months
                                 ended                   ended

                             December 31,             December 31,
                                  2013                      2013
                                                     -------------

    Solid Waste Collection       $306,603    56.1%        $1,219,091    56.0%

    Solid Waste Disposal
     and Transfer                 144,866    26.5            579,379    26.6

    E&P Waste Treatment,
     Disposal and Recovery         67,566    12.4            262,286    12.0

    Solid Waste Recycling          16,025     2.9             71,831     3.3

    Intermodal and Other           11,336     2.1             46,038     2.1
                                   ------     ---             ------     ---

                                  546,396   100.0%         2,178,625   100.0%

    Inter-company
     elimination                  (60,519)                  (249,830)
                                  -------                   --------

    Reported Revenue             $485,877                 $1,928,795
                                 ========                   ========



    Contribution from
     Acquisitions: The following
     table reflects revenues from
     acquisitions, net of
     divestitures, for the three
     and twelve month periods
     ending December 31, 2012 and
     2013:


                         Three months              Twelve months
                             ended                     ended
                         December 31,              December 31,
                         ------------              ------------

                      2012            2013         2012           2013
                      ----            ----         ----           ----

    Solid waste, net        $28,955         $2,112       $118,626       $31,529

    E&P waste, net           40,189         16,301         40,189       187,261
                             ------         ------         ------       -------

    Acquisitions, net       $69,144        $18,413       $158,815      $218,790
                              =====          =====         ======        ======



    Days Sales Outstanding for the
     three months ended December 31,
     2013:  44 (31 net of deferred
     revenue)


    Internalization for the three
     months ended December 31, 2013:
      54%


    Other Cash Flow Items:


                       Three months ended      Twelve months ended

                        December 31, 2013        December 31, 2013
                        -----------------        -----------------

    Cash Interest
     Paid                          $23,955                  $66,985

    Cash Taxes Paid                $30,700                  $81,710



    Debt to Book Capitalization as
     of December 31, 2013:  50%


    Share Information for the three
     months ended December 31, 2013:


    Basic shares
     outstanding              123,716,885

    Dilutive effect of
     options and warrants         164,000

    Dilutive effect of
     restricted stock units       505,871
                                  -------

    Diluted shares
     outstanding              124,386,756
                              ===========



        NON-GAAP RECONCILIATION SCHEDULE

                 (in thousands)


    Reconciliation of Adjusted EBITDA:
    ----------------------------------


    Adjusted EBITDA, a non-GAAP financial
     measure, is provided supplementally
     because it is widely used by investors
     as a performance and valuation measure
     in the solid waste industry.
     Management uses adjusted EBITDA as one
     of the principal measures to evaluate
     and monitor the ongoing financial
     performance of the Company's
     operations.  Waste Connections defines
     adjusted EBITDA as net income, plus
     income tax provision, plus interest
     expense, plus depreciation and
     amortization expense, plus closure and
     post-closure accretion expense, plus
     or minus any loss or gain on disposal
     of assets, plus other expense, less
     other income.  The Company further
     adjusts this calculation to exclude the
     effects of 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                Twelve months
                         ended                        ended
                     December 31,                 December 31,
                     ------------                 ------------

                  2012             2013           2012            2013
                  ----             ----           ----            ----

    Net
     Income              $36,086         $49,417        $159,660       $196,005

    Plus:
     Income
     tax
     provision            27,476          31,867         105,443        124,916

    Plus:
     Interest
     expense              16,974          17,728          53,037         73,579

    Plus:
     Depreciation
     and
     amortization         56,137          62,726         193,584        243,864

    Plus:
     Closure
     and
     post-
     closure
     accretion               711             727           2,581          2,967

    Plus:
     Loss
     on
     disposal
     of
     assets                  912             860           1,627          2,853

    Plus/
     less:
     Other
     expense
     (income),
     net                    (330)            100          (1,993)           220

    Adjustments:

    Plus:
     Loss
     on
     prior
     office
     leases
     (a)                       -               -               -          9,902

    Plus:
     Acquisition-
     related
     costs
     (b)                   2,805             972           6,415          1,946

    Plus:
     Corporate
     relocation
     expenses
     (c)                   1,540             113           8,031            750

    Plus:
     NEO
     equity
     grants
     (d)                       -               -           3,585              -

    Less:
     Gain
     from
     litigation
     settlement
     (e)                     (14)              -          (3,551)             -
                             ---             ---          ------            ---

     Adjusted
     EBITDA             $142,297        $164,510        $528,419       $657,002
                          ======          ======          ======         ======


    As %
     of
     revenues               31.7%           33.9%           31.8%          34.1%




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

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

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

    (d)      Reflects
             the
             addback of
             equity
             compensation
             expense
             incurred
             at the
             time the
             Company's
             NEOs'
             employment
             contracts
             were
             modified.

    (e)      Reflects
             the
             elimination
             of a gain
             from an
             arbitration
             award.





        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                Twelve months
                                                                               ended                       ended
                                                                           December 31,                December 31,
                                                                           ------------                ------------

                                                                       2012             2013          2012              2013
                                                                       ----             ----          ----              ----

    Net cash provided by operating activities                                  $89,588       $98,657          $416,327       $484,061

    Plus/Less: Change in book overdraft                                          3,781           264               398           (110)

    Plus: Proceeds from disposal of assets                                         633         1,945             2,741         11,019

    Plus: Excess tax benefit associated with equity-based compensation           1,618           226             5,033          3,765

    Less: Capital expenditures for property and equipment                      (42,522)      (69,002)         (153,517)      (209,874)

    Less: Distributions to noncontrolling interests                               (104)            -              (198)          (198)

    Adjustments:

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

    Corporate office relocation (b)                                               (385)          113             8,031          2,159

          Payment for termination of corporate lease (c)                             -         9,690                 -          9,690

          Tax effect (d)                                                          (589)       (3,749)           (3,056)        (3,992)
                                                                                  ----        ------            ------         ------

    Adjusted free cash flow                                                    $52,020       $38,144          $275,759       $301,579
                                                                               =======       =======          ========       ========


    As % of revenues                                                              11.6%          7.9%             16.6%          15.6%





    (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)      Reflects
             the
             addback
             for the
             payment to
             terminate
             the
             remaining
             lease
             obligation
             of our
             former
             headquarters
             in Folsom,
             California.

    (d)      The
             aggregate
             tax effect
             of the
             adjustments
             in
             footnotes
             (b) and
             (c) 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                Twelve months
                             ended                        ended
                         December 31,                 December 31,
                         ------------                 ------------

                      2012             2013          2012             2013
                      ----             ----          ----             ----

     Reported
     net
     income
     attributable
     to
     Waste
     Connections             $35,989        $49,426         $159,093       $195,655

    Adjustments:

     Amortization
     of
     intangibles
     (a)                       6,441          6,550           24,557         25,410

     Acquisition-
     related
     expenses
     (b)                       2,805            722            6,415          3,383

    Loss
     on
     disposal
     of
     assets
     (c)                         912            860            1,627          2,853

     Corporate
     relocation
     expenses
     (d)                       1,540            113            8,031            750

    Loss
     on
     prior
     office
     leases
     (e)                           -              -                -          9,902

    NEO
     equity
     grants
     (f)                           -              -            3,585              -

          Gain
           from
           litigation
           settlement
           (g)                   (14)             -           (3,551)             -

          Tax
           effect
           (h)                (4,388)        (3,154)         (14,309)       (16,179)

           Impact
           of
           deferred
           tax
           adjustment
           (i)                 2,602              -            2,602              -

     Adjusted
     net
     income
     attributable
     to
     Waste
     Connections             $45,887        $54,517         $188,050       $221,774


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

     Reported
     net
     income                    $0.29          $0.40            $1.31          $1.58
                               =====          =====            =====          =====

     Adjusted
     net
     income                    $0.37          $0.44            $1.54          $1.79
                               =====          =====            =====          =====




    (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,
             severance
             costs and
             adjustments
             to the
             fair value
             of
             contingent
             consideration.

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

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

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

    (f)      Reflects
             the
             addback of
             equity
             compensation
             expense
             incurred
             at the
             time our
             NEOs'
             employment
             contracts
             were
             modified.

    (g)      Reflects
             the
             elimination
             of a gain
             from an
             arbitration
             award.

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

    (i)      Reflects
             the
             elimination
             of an
             increase
             to the
             income tax
             provision
             associated
             with an
             increase
             in the
             Company's
             deferred
             tax
             liabilities
             primarily
             resulting
             from the
             R360
             acquisition.

SOURCE Waste Connections, Inc.