THE WOODLANDS, Texas, Oct. 26, 2015 /PRNewswire/ -- Waste Connections, Inc. (NYSE: WCN) today announced its preliminary results for the third quarter of 2015. Preliminary results do not include an anticipated non-cash charge to GAAP earnings for impairment of a significant portion of the goodwill and indefinite-lived intangible assets associated with its E&P segment, which is discussed further below.

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Revenue in the third quarter of 2015 totaled $547.9 million compared to $546.6 million in the year ago period. Operating income was $118.2 million compared to $115.9 million in the third quarter of 2014. Adjusted EBITDA* in the quarter was $189.0 million, as compared to adjusted EBITDA of $192.3 million in the prior year period. Adjusted EBITDA, a non-GAAP measure, excludes the impact of items such as impairments and other operating charges and acquisition-related costs, as shown in the detailed reconciliation in the attached table.

Net income attributable to Waste Connections in the quarter was $61.3 million, or $0.50 per share on a diluted basis of 123.6 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $60.1 million, or $0.48 per share on a diluted basis of 124.8 million shares.

Adjusted net income attributable to Waste Connections* in the quarter was $66.5 million, or $0.54 per share, versus $70.3 million, or $0.56 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.

"Continuing momentum and strong margin expansion in solid waste drove better than expected performance in the period. Notable increases in collection activity and double-digit growth in special waste and C&D landfill tonnage resulted in over 2.5% organic volume growth and an approximate 200 basis points EBITDA margin expansion year-over-year in solid waste for the quarter. And E&P waste activity once again was in line with our expectations," said Ronald J. Mittelstaedt, Chief Executive Officer and Chairman. "Our strong operating performance and free cash flow growth positioned us for another double-digit increase in our quarterly cash dividend as well as continued share repurchases. We've repurchased approximately two million shares year-to-date, putting us on track to repurchase between 2% and 3% of outstanding shares during the year."

Mr. Mittelstaedt added, "As anticipated, solid waste acquisition activity has picked up during the second half of the year. We are pleased to announce the acquisition of Shamrock Disposal, a leading provider of solid and industrial waste collection and disposal services in Duluth, Minnesota, as well as tuck-in acquisitions of collection operations in California, Oregon and Texas. These transactions, which total approximately $15 million of annualized revenue, together with other solid waste acquisitions that may close before year end, could provide up to five percent additional revenue growth in 2016."

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

For the nine months ended September 30, 2015, revenue was $1.59 billion, as compared to revenue of $1.55 billion in the year ago period. Operating income was $330.1 million compared to $334.3 million for the same period in 2014. Adjusted EBITDA for the nine months ended September 30, 2015, was $535.0 million, as compared to adjusted EBITDA of $538.9 million in the prior year period. Net income attributable to Waste Connections for the nine months ended September 30, 2015, was $170.5 million, or $1.37 per share on a diluted basis of 124.1 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $171.8 million, or $1.38 per share on a diluted basis of 124.8 million shares. Adjusted net income attributable to Waste Connections for the nine months ended September 30, 2015, was $185.1 million, or $1.49 per share, compared to $191.5 million, or $1.54 per share, in the year ago period.

Impairment Charge

In accordance with applicable accounting standards, we evaluate our reporting units for impairment annually in the fourth quarter of the year, or more frequently if certain events or circumstances have changed. Our management currently believes that the significant and sustained decline in crude oil prices in recent months, together with market expectations of a likely slow recovery in such prices, constitute a change in circumstances that makes it more likely than not that a significant portion of the goodwill and indefinite-lived intangible assets associated with our E&P segment was impaired in the third quarter of 2015. Any such impairment would be a non-cash charge and mostly deductible for tax purposes.

Management is in the process of performing such impairment testing. Upon completion of that testing and a final determination by its board of directors, the Company expects to record a non-cash impairment charge to GAAP earnings in its third quarter financial statements when it files its Quarterly Report on Form 10-Q with the Securities and Exchange Commission on or before November 9, 2015. As of September 30, 2015, before any such impairment charge, our E&P segment had total assets of $1.64 billion, including goodwill and indefinite-lived intangible assets of $489.1 million and $59.9 million, respectively.

About Waste Connections

Waste Connections, Inc. is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets. Through its R360 Environmental Solutions subsidiary, the Company is also a leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the United States, including the Permian, Bakken and Eagle Ford Basins. Waste Connections serves more than two million residential, commercial, industrial, and exploration and production customers from a network of operations in 32 states. The Company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in The Woodlands, Texas.

For more information, visit the Waste Connections web site at www.wasteconnections.com. Copies of financial literature, including this release, are available on the Waste Connections website or through contacting us directly at (832) 442-2200.

Information Regarding Forward-Looking Statements

Certain statements contained in this release are forward-looking in nature, including statements related to: expected acquisition activity, contribution from acquisitions, and timing to complete acquisitions; the Company's ability to finance additional acquisitions; the expected return of capital to stockholders; and the expected impairment charge. These statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates," or the negative thereof or comparable terminology, or by discussions of strategy. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) negative trends or volatility in crude oil prices may adversely affect the level of exploration, development and production activity of E&P companies and the demand for our E&P waste services; (2) our results are vulnerable to economic conditions; (3) our E&P waste business depends on the willingness of E&P companies to outsource their waste services activities; (4) our industry is highly competitive and includes larger and better capitalized companies, companies with lower prices, return expectations or other advantages, and governmental service providers, which could adversely affect our ability to compete and our operating results; (5) our financial and operating performance may be affected by the inability to renew landfill operating permits, obtain new landfills and expand existing ones; (6) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (7) our indebtedness could adversely affect our financial condition and limit our financial flexibility; (8) price increases may not be adequate to offset the impact of increased costs, or may cause us to lose volume; (9) fluctuations in prices for recycled commodities that we sell and rebates we offer to customers may cause our revenues and operating results to decline; (10) we have limited experience in running an E&P waste treatment, recovery and disposal business; (11) the seasonal nature of our business and "event-driven" waste projects cause our results to fluctuate; (12) we may lose contracts through competitive bidding, early termination or governmental action; (13) alternatives to landfill disposal may cause our revenues and operating results to decline; (14) increases in labor costs could impact our financial results; (15) increases in the price of diesel or compressed natural gas fuel may adversely affect our collection business and reduce our operating margins; (16) labor union activity could divert management attention and adversely affect our operating results; (17) we could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate and the accrued pension benefits are not fully funded; (18) our financial results could be adversely affected by impairments of goodwill or indefinite-lived intangibles; (19) pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements; (20) we may be subject in the normal course of business to judicial, administrative or other third-party proceedings that could interrupt or limit our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity; (21) increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (22) we rely on computer systems to run our business and disruptions or privacy breaches in these systems could impact our ability to service our customers and adversely affect our financial results, damage our reputation, and expose us to litigation risk; (23) a portion of our growth and future financial performance depends on our ability to integrate acquired businesses, and the success of our acquisitions; (24) each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, or that become more adverse to our business than we anticipated at the time of acquisition; (25) extensive and evolving environmental, health and safety laws and regulations may restrict our operations and growth and increase our costs; (26) our E&P waste business could be adversely affected by changes in laws regulating E&P waste; (27) changes in laws or government regulations regarding hydraulic fracturing could increase our customers' costs of doing business and reduce oil and gas production by our customers, which could adversely impact our business; (28) future changes in laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results; (29) extensive regulations that govern the design, operation and closure of landfills may restrict our landfill operations or increase our costs of operating landfills; (30) our financial results are based upon estimates and assumptions that may differ from actual results; (31) our accruals for our landfill site closure and post-closure costs may be inadequate; (32) we depend significantly on the services of the members of our senior and regional management team, and the departure of any of those persons could cause our operating results to suffer; (33) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (34) liabilities for environmental damage may adversely affect our financial condition, business and earnings; and (35) if we are not able to develop and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer. These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change.

- financial tables attached -




    CONTACT:


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

    worthingj@wasteconnections.com    maryannew@wasteconnections.com



                                                               WASTE CONNECTIONS, INC.

                                                   CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

                                               THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2015

                                                                     (Unaudited)

                                                 (in thousands, except share and per share amounts)


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

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

    Revenues                                             $546,551                                  $547,938                     $1,552,953   $1,585,350

    Operating expenses:

    Cost of operations                                    297,849                                   300,910                        847,860      879,470

    Selling, general and administrative                    57,991                                    59,799                        170,163      175,208

    Depreciation                                           58,998                                    61,373                        171,920      178,318

    Amortization of intangibles                             6,702                                     7,195                         20,158       21,458

    Impairments and other operating
     charges                                                9,120                                       440                          8,572          786

    Operating income                                      115,891                                   118,221                        334,280      330,110


    Interest expense                                     (15,815)                                 (16,367)                      (48,666)    (47,386)

    Other income (expense), net                             (269)                                  (1,303)                           785      (1,430)
                                                             ----                                    ------                            ---       ------

    Income before income tax provision                     99,807                                   100,551                        286,399      281,294


    Income tax provision                                 (39,523)                                 (39,007)                     (113,992)   (110,028)
                                                          -------                                   -------                       --------     --------

    Net income                                             60,284                                    61,544                        172,407      171,266

    Less:  Net income attributable to
     noncontrolling interests                               (200)                                    (205)                         (644)       (743)
                                                             ----                                      ----                           ----         ----

    Net income attributable to Waste
     Connections                                          $60,084                                   $61,339                       $171,763     $170,523
                                                          =======                                   =======                       ========     ========


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

    Basic                                                   $0.48                                     $0.50                          $1.38        $1.38
                                                            =====                                     =====                          =====        =====


    Diluted                                                 $0.48                                     $0.50                          $1.38        $1.37
                                                            =====                                     =====                          =====        =====


    Shares used in the per share
     calculations:

    Basic                                             124,342,493                               123,269,902                    124,179,478  123,783,217
                                                      ===========                               ===========                    ===========  ===========

    Diluted                                           124,769,981                               123,644,201                    124,778,292  124,118,603
                                                      ===========                               ===========                    ===========  ===========


    Cash dividends per common share                        $0.115                                     $0.13                         $0.345        $0.39
                                                           ======                                     =====                         ======        =====




                                                       WASTE CONNECTIONS, INC.

                                                CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             (Unaudited)

                                          (in thousands, except share and per share amounts)


                                              December 31,                                   September 30,
                                                  2014                                             2015
                                             -------------                                   --------------

    ASSETS

    Current assets:

    Cash and equivalents                                                          $14,353                      $23,553

    Accounts receivable, net of
     allowance for doubtful accounts of
     $9,175 and  $7,924 at December 31,
     2014 and September 30, 2015,
     respectively                                                                 259,969                      255,976

    Deferred income taxes                                                          49,508                       49,168

    Prepaid expenses and other current
     assets                                                                        42,314                       32,988
                                                                                   ------                       ------

    Total current assets                                                          366,144                      361,685


    Property and equipment, net                                                 2,594,205                    2,619,182

    Goodwill                                                                    1,693,789                    1,731,756

    Intangible assets, net                                                        509,995                      534,709

    Restricted assets                                                              40,841                       42,505

    Other assets, net                                                              40,293                       39,661
                                                                                   ------                       ------

                                                                               $5,245,267                   $5,329,498
                                                                               ==========                   ==========

    LIABILITIES AND EQUITY

    Current liabilities:

    Accounts payable                                                             $120,717                     $138,718

    Book overdraft                                                                 12,446                       12,510

    Accrued liabilities                                                           120,947                      150,921

    Deferred revenue                                                               80,915                       82,902

    Current portion of contingent
     consideration                                                                 21,637                       25,981

    Current portion of long-term debt
     and notes payable                                                              3,649                        3,637
                                                                                    -----                        -----

          Total current liabilities                                               360,311                      414,669


    Long-term debt and notes payable                                            1,971,152                    1,946,854

    Long-term portion of contingent
     consideration                                                                 48,528                       47,769

    Other long-term liabilities                                                    92,900                      105,534

    Deferred income taxes                                                         538,635                      546,210
                                                                                  -------                      -------

          Total liabilities                                                     3,011,526                    3,061,036


    Commitments and contingencies

    Equity:

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

    Common stock: $0.01 par value;
     250,000,000 shares authorized;
     123,984,527 and 123,419,887 shares
     issued and outstanding at December
     31, 2014 and  September 30, 2015,
     respectively                                                                   1,240                        1,234

    Additional paid-in capital                                                    811,289                      780,076

    Accumulated other comprehensive loss                                          (5,593)                    (13,172)

    Treasury stock at cost, 1,050,820
     shares outstanding at September 30,
     2015                                                                               -                    (49,458)

    Retained earnings                                                           1,421,249                    1,543,526
                                                                                ---------                    ---------

          Total Waste Connections' equity                                       2,228,185                    2,262,206

    Noncontrolling interest in
     subsidiaries                                                                   5,556                        6,256
                                                                                    -----                        -----

          Total equity                                                          2,233,741                    2,268,462
                                                                                ---------                    ---------

                                                                               $5,245,267                   $5,329,498
                                                                               ==========                   ==========



                                       WASTE CONNECTIONS, INC.

                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                            NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2015

                                             (Unaudited)

                                       (Dollars in thousands)


                                                     Nine months ended September 30,

                                                                          2014             2015
                                                                          ----             ----

    Cash flows from
     operating activities:

    Net income                                                        $172,407         $171,266

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

    Loss (gain) on
     disposal of assets
     and impairments                                                     7,535            (142)

    Depreciation                                                       171,920          178,318

    Amortization of
     intangibles                                                        20,158           21,458

    Deferred income taxes,
     net of acquisitions                                                 4,572           12,629

    Amortization of debt
     issuance costs                                                      2,362            2,428

    Equity-based
     compensation                                                       13,889           14,433

    Interest income on
     restricted assets                                                   (345)           (319)

    Interest accretion                                                   3,631            5,346

    Excess tax benefit
     associated with
     equity-based
     compensation                                                      (7,177)         (2,002)

    Adjustments to
     contingent
     consideration not
     settled in cash                                                     1,037              928

    Net change in
     operating assets and
     liabilities, net of
     acquisitions                                                       24,637           58,981
                                                                        ------           ------

    Net cash provided by
     operating activities                                              414,626          463,324
                                                                       -------          -------


    Cash flows from
     investing activities:

    Payments for
     acquisitions, net of
     cash acquired                                                    (49,231)       (112,090)

    Proceeds from
     adjustment to
     acquisition
     consideration                                                         843                -

    Capital expenditures
     for property and
     equipment                                                       (148,843)       (168,379)

    Proceeds from disposal
     of assets                                                           6,139            1,676

    Change in restricted
     assets, net of
     interest income                                                   (2,370)         (1,344)

    Other                                                                   18            3,140
                                                                           ---            -----

    Net cash used in
     investing activities                                            (193,444)       (276,997)
                                                                      --------         --------


    Cash flows from
     financing activities:

    Proceeds from long-
     term debt                                                         214,000          914,500

    Principal payments on
     notes payable and
     long-term debt                                                  (394,761)       (941,440)

    Payment of contingent
     consideration
     recorded at
     acquisition date                                                    (578)           (202)

    Change in book
     overdraft                                                           (180)              65

    Proceeds from option
     and warrant exercises                                               2,958              494

    Excess tax benefit
     associated with
     equity-based
     compensation                                                        7,177            2,002

    Payments for
     repurchase of common
     stock                                                                   -        (91,165)

    Payments for cash
     dividends                                                        (42,770)        (48,246)

    Tax withholdings
     related to net share
     settlements of
     restricted stock
     units                                                             (6,796)         (6,441)

    Distributions to
     noncontrolling
     interests                                                           (371)            (43)

    Debt issuance costs                                                  (125)         (6,651)

    Net cash used in
     financing activities                                            (221,446)       (177,127)
                                                                      --------         --------


    Net increase
     (decrease) in cash
     and equivalents                                                     (264)           9,200

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

    Cash and equivalents
     at end of period                                                  $13,327          $23,553
                                                                       =======          =======

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, 2015:



                                      Three months ended

                                      September 30, 2015
                                      ------------------

    Solid Waste Internal Growth:

      Core Price                                             2.7%

      Surcharges                                           (0.2%)

      Volume                                                 2.6%

      Recycling                                            (0.5%)
                                                            -----

    Total Solid Waste Internal
     Growth                                                  4.6%
                                                              ---

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



                Three Months Ended September 30, 2014
                -------------------------------------

                                                      Revenue  Inter-company Elimination  Reported    %

                                                                                          Revenue
                                                                                          -------

    Solid Waste
     Collection                                       $333,917                     $(926)  $332,991   60.9%

    Solid Waste
     Disposal
     and
     Transfer                                          167,129                   (62,295)   104,834   19.2%

    Solid Waste
     Recycling                                          14,973                      (497)    14,476    2.6%

    E&P Waste
     Treatment,
     Recovery
     and
     Disposal                                           86,085                    (4,185)    81,900   15.0%

    Intermodal
     and Other                                          12,604                      (254)    12,350    2.3%
                                                        ------                       ----     ------     ---

    Total                                             $614,708                  $(68,157)  $546,551  100.0%
                                                      ========                   ========   ========   =====



                Three Months Ended September 30, 2015
                -------------------------------------

                            Revenue                   Inter-company Elimination   Reported           %

                                                                                   Revenue
                                                                                   -------

    Solid Waste
     Collection                     $354,490                             $(1,250)          $353,240     64.5%

    Solid Waste
     Disposal
     and
     Transfer                        180,442                             (66,322)           114,120     20.8%

    Solid Waste
     Recycling                        12,213                                (155)            12,058      2.2%

    E&P Waste
     Treatment,
     Recovery
     and
     Disposal                         54,695                              (3,519)            51,176      9.3%

    Intermodal
     and Other                        17,344                                    -            17,344      3.2%
                                      ------                                  ---            ------       ---

    Total                           $619,184                            $(71,246)          $547,938    100.0%
                                    ========                             ========           ========     =====

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



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

                      2014                2015
                      ----                ----

    Solid waste, net          $6,580            $4,567

    E&P waste, net                 -            7,077
                                 ---            -----

    Acquisitions, net         $6,580           $11,644
                              ======           =======

ADDITIONAL STATISTICS (continued)

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



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

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

    Cash Interest Paid          $6,920          $6,075                         $37,950 $34,202

    Cash Taxes Paid             48,382          48,048                          89,643  80,584

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

Internalization for the three months ended September 30, 2015: 54%

Days Sales Outstanding for the three months ended September 30, 2015: 43 (29 net of deferred revenue)

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



    Basic shares outstanding          123,269,902

    Dilutive effect of options
     and warrants                          25,474

    Dilutive effect of restricted
     stock units                          348,825
                                          -------

    Diluted shares outstanding        123,644,201

NON-GAAP RECONCILIATION SCHEDULE
(in thousands)

Reconciliation of Adjusted EBITDA:

Adjusted EBITDA, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections defines adjusted EBITDA as net income, plus income tax provision, plus interest expense, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on impairments or other operating charges, plus other expense, less other income. The Company further adjusts this calculation to exclude the effects of other items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP financial measures. Other companies may calculate adjusted EBITDA differently.



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

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

    Net income                       $60,284           $61,544                       $172,407 $171,266

    Plus: Income tax
     provision                        39,523            39,007                        113,992  110,028

    Plus: Interest expense            15,815            16,367                         48,666   47,386

    Plus: Depreciation and
     amortization                     65,700            68,568                        192,078  199,776

    Plus: Closure and
     post-closure
     accretion                           869               978                          2,608    2,920

    Plus: Impairments and
     other operating
     charges (a)                       9,120               440                          8,572      786

    Plus/Less: Other
     expense (income), net               269             1,303                          (785)   1,430

    Adjustments:

    Plus: Acquisition-
     related costs (b)                   736               777                          1,384    1,372

    Adjusted EBITDA                 $192,316          $188,984                       $538,922 $534,964
                                    ========          ========                       ======== ========


    As % of revenues                   35.2%            34.5%                         34.7%   33.7%

____________________________________________



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

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

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

Reconciliation of Free Cash Flow:

Free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a valuation and liquidity measure in the solid waste industry. Management uses free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company's operations. Waste Connections defines free cash flow as net cash provided by operating activities, plus proceeds from disposal of assets, plus or minus change in book overdraft, plus excess tax benefit associated with equity-based compensation, less capital expenditures for property and equipment and distributions to noncontrolling interests. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Other companies may calculate free cash flow differently.




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

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

    Net cash provided
     by operating
     activities                  $134,945           $144,107                          $414,626     $463,324

    Plus/Less: Change
     in book overdraft              (198)                87                             (180)          65

    Plus: Proceeds from
     disposal of assets               276                386                             6,139        1,676

    Plus: Excess tax
     benefit associated
     with equity-based
     compensation                      80                152                             7,177        2,002

    Less: Capital
     expenditures for
     property and
     equipment                   (65,164)          (66,209)                        (148,843)   (168,379)

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

    Free cash flow                $69,939            $78,523                          $278,548     $298,645
                                  =======            =======                          ========     ========


    As % of revenues                12.8%             14.3%                            17.9%       18.8%

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

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

    Reported net income
     attributable to Waste
     Connections                         $60,084            $61,339                        $171,763   $170,523

    Adjustments:

    Amortization of
     intangibles (a)                       6,702              7,195                          20,158     21,458

    Acquisition-related
     expenses (b)                            736                777                           1,384      1,372

    Impairments and other
     operating charges  (c)                9,120                440                           8,572        786

         Tax effect (d)                  (6,350)           (3,226)                       (11,549)   (9,057)

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

    Adjusted net income
     attributable to Waste
     Connections                         $70,292            $66,525                        $191,548   $185,082


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

    Reported net income                    $0.48              $0.50                           $1.38      $1.37
                                           =====              =====                           =====      =====

    Adjusted net income                    $0.56              $0.54                           $1.54      $1.49
                                           =====              =====                           =====      =====

____________________________________________



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

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

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

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

    (e)              Reflects the elimination of an
                     increase to the income tax
                     provision associated with an
                     increase in the Company's
                     deferred tax liabilities
                     resulting from the enactment
                     of New York State's 2014-2015
                     Budget Act on March 31, 2014.

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SOURCE Waste Connections, Inc.