Waste Connections Reports Fourth Quarter Results And Provides 2019 Outlook

Fourth Quarter 2018 Highlights
- Revenue of $1.262 billion, exceeding outlook
- Reports 4.9% solid waste price + volume growth, exceeding outlook
- Net income attributable to Waste Connections of $132.5 million, or $0.50 per share
- Adjusted net income attributable to Waste Connections* of $166.2 million, or $0.63 per share, up 21.2% per share
- Adjusted EBITDA* of $397.2 million, or 31.5% of revenue

Full-Year 2018 Highlights
- Revenue of $4.923 billion, up 6.3%
- Net income attributable to Waste Connections of $546.9 million, or $2.07 per share
- Adjusted net income attributable to Waste Connections* of $667.3 million or $2.52 per share, up 16.7% per share
- Adjusted EBITDA* of $1.566 billion, or 31.8% of revenue, up 7.3% and 30 basis points YoY
- Net cash provided by operating activities of $1.411 billion, up 18.9%
- Adjusted free cash flow* of $879.9 million, or 17.9% of revenue, up 15.2%

Looking at 2019
- Expects revenue of approximately $5.310 billion, excluding additional acquisitions
- Expects adjusted EBITDA* margin expansion of 30 basis points YoY
- Expects net cash provided by operating activities of approximately $1.525 billion and double digit adjusted free cash flow* per share growth

TORONTO, Feb. 13, 2019 /PRNewswire/ -- Waste Connections, Inc. (TSX/NYSE: WCN) ("Waste Connections" or the "Company") today announced its results for the fourth quarter of 2018.

"2018 finished on a high note, as financial results for the fourth quarter exceeded expectations on better than expected solid waste organic growth, E&P waste activity and acquisition contribution. We are also extremely pleased with our results for the full year as adjusted EBITDA* as a percent of revenue expanded 30 basis points, and adjusted free cash flow* increased 15.2%. Increases in both solid waste pricing growth, which was up 130 basis points year-over-year to 4.5%, and E&P waste activity enabled us to overcome the precipitous decline in recycled commodity values and certain cost pressures noted during the year," said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. "The strength of these results continues to reflect the benefits of our purposeful culture, differentiated strategy and disciplined execution."

Mr. Mittelstaedt added, "2018 was also noteworthy for the continuing elevated pace of acquisition activity. Our acquisition of American Disposal in the fourth quarter brought total annualized acquired revenue to more than $360 million for the year, with rollover revenue contribution of approximately $200 million in 2019. Along with continued strong pricing growth, this already positions us for high single digit revenue growth and another 30 basis points adjusted EBITDA* margin expansion in 2019, with any growth in solid waste volumes, E&P waste activity or additional acquisitions providing further upside. We have increased adjusted free cash flow* per share at a compounded rate of more than 15% per year over the past several years, and expect continuing double-digit per share growth in the upcoming year. Our strong financial profile continues to afford the flexibility to fund outsized acquisition activity, an increasing cash dividend and opportunistic share repurchases."

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

Q4 2018 Results

Revenue in the fourth quarter totaled $1.262 billion, up from $1.157 billion in the prior year period. Operating income, which included $14.0 million of impairments and other operating items and $2.8 million of acquisition-related costs, was $200.0 million. This compares to $175.0 million in the prior year period, which included $15.2 million of impairments and other operating items and $7.0 million of acquisition-related costs.

Net income attributable to Waste Connections in the fourth quarter was $132.5 million, or $0.50 per share on a diluted basis of 264.5 million shares. In the prior year period, the Company reported $315.1 million, or $1.19 per share on a diluted basis of 264.6 million shares; this included a $209.4 million benefit to the income tax provision primarily resulting from enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act").

Adjusted net income attributable to Waste Connections* in the fourth quarter was $166.2 million, or $0.63 per share, versus $137.0 million, or $0.52 per share, in the prior year period. Adjusted EBITDA* in the fourth quarter was $397.2 million, as compared to adjusted EBITDA* of $360.7 million in the prior year period. Adjusted net income attributable to Waste Connections, adjusted net income attributable to Waste Connections per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude the impact of the Tax Act, fair value accounting changes to certain equity awards, and acquisition-related items, as shown in the detailed reconciliation in the attached schedules.

Full Year 2018 Results

For the year ended December 31, 2018, revenue was $4.923 billion, as compared to revenue of $4.630 billion in 2017. Operating income, which included $40.7 million of impairments and other operating items, fair value accounting changes to certain equity awards, and other acquisition-related costs, was $832.2 million. This compares to operating income of $627.1 million in the prior year, which included $189.2 million of expenses primarily related to both goodwill impairment against the Company's E&P segment resulting from the early adoption of FASB's recent accounting pronouncement simplifying the test for goodwill impairment, and impairments and other operating items mostly related to the divestiture or expected divestiture of certain assets acquired in the Progressive Waste acquisition.

Net income attributable to Waste Connections in 2018 was $546.9 million, or $2.07 per share on a diluted basis of 264.4 million shares. In 2017, the Company reported net income attributable to Waste Connections of $576.8 million, or $2.18 per share on a diluted basis of 264.3 million shares; this included a $205.6 million benefit to the income tax provision primarily related to the Tax Act.

Adjusted net income attributable to Waste Connections* in 2018 was $667.3 million, or $2.52 per share, compared to $570.7 million, or $2.16 per share, in the prior year. Adjusted EBITDA* in 2018 was $1.566 billion, as compared to $1.461 billion in the prior year. Adjusted net income attributable to Waste Connections, adjusted net income attributable to Waste Connections per diluted share and adjusted EBITDA, all non-GAAP measures, primarily exclude the impact of the Tax Act, acquisition-related items and impairments and other operating items, as reflected in the detailed reconciliations in the attached tables.

2019 Outlook

Waste Connections also announced its outlook for 2019, which assumes no change in the current economic environment. The Company's outlook excludes any impact from additional acquisitions that may close during the year, and expensing of transaction-related items. 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 filings with the Securities and Exchange Commission and the securities commissions or similar regulatory authorities in Canada. Certain components of the outlook for 2019 are subject to quarterly fluctuations. See reconciliations in the attached tables.

    --  Revenue is estimated at approximately $5.310 billion.
    --  Net income attributable to Waste Connections is estimated at
        approximately $636.0 million.
    --  Adjusted EBITDA* is estimated at approximately $1.705 billion, or about
        32.1% of revenue.
    --  Net cash provided by operating activities is estimated to be
        approximately $1.525 billion.
    --  Adjusted free cash flow* is estimated to be approximately $950.0
        million.

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

Q4 2018 Earnings and 2019 Outlook Conference Call

Waste Connections will be hosting a conference call related to fourth quarter earnings and 2019 outlook on February 14(th) at 8:30 A.M. Eastern Time. To access the call, listeners should dial 877-256-3271 (within North America) or 212-231-2927 (international) approximately 10 minutes prior to the scheduled start time and ask the operator for the Waste Connections conference call (a passcode is not required). A replay of the conference call will be available until February 21, 2019 by calling 800-633-8284 (within North America) or 402-977-9140 (international) and entering Passcode # 21912651. The call will be broadcast live over the Internet through a link on the Company's website at www.wasteconnections.com. A playback of the call will be available on the Company's website.

Waste Connections will be filing a Form 8-K on EDGAR and on SEDAR (as an "Other" document) prior to markets opening on February 14(th), providing the Company's first quarter 2019 outlook for revenue, price plus volume growth for solid waste and adjusted EBITDA*.

About Waste Connections

Waste Connections is an integrated solid waste services company that provides non-hazardous waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the United States and Canada. Through its R360 Environmental Solutions subsidiary, Waste Connections 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 six million residential, commercial, industrial, and exploration and production customers in 41 states in the U.S., and six provinces in Canada. The Company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

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 (905) 532-7510. Investors can also obtain these materials and other documents filed with the U.S. Securities and Exchange Commission (SEC) and the Canadian securities regulators free of charge at the SEC's website, www.sec.gov, and at the System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Canadian Securities Administrators at www.sedar.com.

Safe Harbor and Forward-Looking Information

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 ("PSLRA"), including "forward-looking information" within the meaning of applicable Canadian securities laws. These forward-looking statements are neither historical facts nor assurances of future performance and reflect Waste Connections' current beliefs and expectations regarding future events and operating performance. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "expects," "estimate," "continue," "intends" or other words of similar meaning. All of the forward-looking statements included in this press release are made pursuant to the safe harbor provisions of the PSLRA and applicable securities laws in Canada. Forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements about expected 2019 financial results, outlook and related assumptions, potential acquisition activity and the amount of capital returned to shareholders. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, risk factors detailed from time to time in the Company's filings with the SEC and the securities commissions or similar regulatory authorities in Canada. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Waste Connections undertakes no obligation to update the forward-looking statements set forth in this press release, whether as a result of new information, future events, or otherwise, unless required by applicable securities laws.

- financial tables attached -

CONTACT:
Mary Anne Whitney / (832) 442-2253
maryannew@wasteconnections.com

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


                                                                   
            WASTE CONNECTIONS, INC.


                                                       
            CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME


                                                   
            THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2017 AND 2018


                                                                         
            (Unaudited)


                                               
           (in thousands of U.S. dollars, except share and per share amounts)




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



                                            2017                                         2018                                2017          2018

                                                                                                                                         ---


     Revenues                                    $
            1,157,175                                        $
            1,261,732                $
            4,630,488 $
            4,922,941



     Operating expenses:



     Cost of operations                                    680,373                                                    744,757                          2,704,775           2,865,704


      Selling, general and administrative                   126,038                                                    125,806                            509,638             524,388



     Depreciation                                          135,179                                                    148,841                            530,187             572,708



     Amortization of intangibles                            25,411                                                     28,336                            102,297             107,779


      Impairments and other operating items                  15,160                                                     14,012                            156,493              20,118



     Operating income                                      175,014                                                    199,980                            627,098             832,244





     Interest expense                                     (32,534)                                                  (35,230)                         (125,297)          (132,104)



     Interest income                                         2,042                                                      3,493                              5,173               7,170



     Other income (expense), net                               175                                                    (1,113)                             3,736               1,263


      Foreign currency transaction gain
       (loss)                                                 1,302                                                    (1,110)                           (2,200)            (1,433)


      Income before income tax provision                    145,999                                                    166,020                            508,510             707,140




      Income tax (provision) benefit                        169,129                                                   (33,477)                            68,910           (159,986)




     Net income                                            315,128                                                    132,543                            577,420             547,154


      Less: Net income attributable to
       noncontrolling interests                                (42)                                                      (65)                             (603)              (283)



      Net income attributable to
       Waste Connections                            $
            315,086                                          $
            132,478                  $
            576,817   $
            546,871

                                                                                                                                                                                 ===



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



     Basic                                            $
            1.19                                             $
            0.50                     $
            2.19      $
            2.07

                                                                                                                                                                                 ===




     Diluted                                          $
            1.19                                             $
            0.50                     $
            2.18      $
            2.07

                                                                                                                                                                                 ===



      Shares used in the per share
       calculations:



     Basic                                             263,825,060                                                263,628,941                        263,682,608         263,650,155




     Diluted                                           264,610,894                                                264,453,655                        264,302,411         264,395,618





      Cash dividends per common
       share                                           $
            0.14                                             $
            0.16                     $
            0.50      $
            0.58

                                                                                                                                                                                 ===


                                                       
              WASTE CONNECTIONS, INC.


                                                
              CONDENSED CONSOLIDATED BALANCE SHEETS


                                                             
              (Unaudited)


                                          
     (in thousands of U.S. dollars, except share and per share amounts)




                                                   December 31,                                               December 31,
                                                           2017                                                        2018




     ASSETS



     Current assets:



     Cash and equivalents                                                   $
              433,815                               $
        319,305


      Accounts receivable, net of
       allowance for doubtful accounts of
       $17,154 and $16,760 at December
       31, 2017 and 2018, respectively                                                   554,458                                     609,545


      Current assets held for sale                                                         1,596


      Prepaid expenses and other current
       assets                                                                            186,999                                     164,053




     Total current assets                                                             1,176,868                                   1,092,903



     Restricted cash                                                                    119,412                                      84,661



     Restricted investments                                                              47,600                                      47,486


      Property and equipment, net                                                      4,820,934                                   5,168,996



     Goodwill                                                                         4,681,774                                   5,031,685



     Intangible assets, net                                                           1,087,436                                   1,128,628


      Long-term assets held for sale                                                      12,625



     Other assets, net                                                                   68,032                                      72,970



                                                                          $
              12,014,681                            $
        12,627,329




     LIABILITIES AND EQUITY



     Current liabilities:



     Accounts payable                                                       $
              330,523                               $
        359,967



     Book overdraft                                                                      19,223                                      18,518



     Accrued liabilities                                                                278,039                                     289,544



     Deferred revenue                                                                   145,197                                     179,282


      Current portion of contingent
       consideration                                                                      15,803                                      11,612


      Current liabilities held for sale                                                    2,155


      Current portion of long-term debt
       and notes payable                                                                  11,659                                       1,786



            Total current liabilities                                                    802,599                                     860,709




      Long-term debt and notes payable                                                 3,899,572                                   4,153,465


      Long-term portion of contingent
       consideration                                                                      31,482                                      43,003


      Other long-term liabilities                                                        316,191                                     349,931



     Deferred income taxes                                                              690,767                                     760,033




           Total liabilities                                                          5,740,611                                   6,167,141


      Commitments and contingencies



     Equity:


      Common shares: 263,660,803 shares
       issued and 263,494,670 shares
       outstanding at December 31, 2017;
       263,271,302 shares issued and
       263,141,413 shares outstanding at
       December 31, 2018                                                               4,187,568                                   4,131,307


      Additional paid-in capital                                                         115,743                                     133,577


      Accumulated other comprehensive
       income (loss)                                                                     108,413                                    (74,786)


      Treasury shares: 166,133 and
       129,889 shares at December 31,
       2017 and 2018, respectively



     Retained earnings                                                                1,856,946                                   2,264,510



            Total Waste Connections' equity                                            6,268,670                                   6,454,608


      Noncontrolling interest in
       subsidiaries                                                                        5,400                                       5,580




           Total equity                                                               6,274,070                                   6,460,188



                                                                          $
              12,014,681                            $
        12,627,329


                             
              WASTE CONNECTIONS, INC.


                 
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                  
              TWELVE MONTHS ENDED DECEMBER 31, 2017 AND 2018


                                   
              (Unaudited)


                          
              (in thousands of U.S. dollars)




                                                              Twelve months ended December 31,


                                                                               2017                                  2018



      Cash flows from operating
       activities:



     Net income                                              $
              577,420                       $
          547,154


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


      Loss on disposal of assets and
       impairments                                                        134,491                                10,193



     Depreciation                                                        530,187                               572,708


      Amortization of intangibles                                         102,297                               107,779


      Deferred income taxes, net of
       acquisitions                                                     (153,283)                               77,859


      Amortization of debt issuance costs                                   4,341                                 4,158



     Share-based compensation                                             39,361                                43,803



     Interest accretion                                                   13,822                                14,861


      Payment of contingent consideration
       recorded in earnings                                              (10,012)                                 (11)


      Adjustments to contingent
       consideration                                                       17,754                                   349



     Other                                                                 1,611                                   943


      Net change in operating assets and
       liabilities, net of acquisitions                                  (70,729)                               31,439



      Net cash provided by operating
       activities                                                       1,187,260                             1,411,235





      Cash flows from investing
       activities:


      Payments for acquisitions, net of
       cash acquired                                                    (410,695)                            (830,091)


      Capital expenditures for property
       and equipment                                                    (479,287)                            (546,145)


      Proceeds from disposal of assets                                     28,432                                 5,385



     Other                                                                   636                                 (969)



      Net cash used in investing
       activities                                                       (860,914)                          (1,371,820)





      Cash flows from financing
       activities:


      Proceeds from long-term debt                                        973,754                             1,022,737


      Principal payments on notes payable
       and long-term debt                                               (770,106)                            (970,773)


      Payment of contingent consideration
       recorded at acquisition date                                      (17,158)                              (6,127)



     Change in book overdraft                                              8,241                                 (839)


      Payments for repurchase of common
       shares                                                                                  (58,928)


      Payments for cash dividends                                       (131,975)                            (152,550)


      Tax withholdings related to net
       share settlements of equity-based
       compensation                                                      (13,994)                             (15,032)



     Debt issuance costs                                                 (3,667)                              (8,630)


      Proceeds from sale of common shares
       held in trust                                                       10,814                                 2,667



     Other                                                                   851                                 (103)


      Net cash provided by (used in)
       financing activities                                                56,760                             (187,578)



      Effect of exchange rates changes on
       cash, cash equivalents and
       restricted cash                                                      1,795                               (1,290)



      Net increase (decrease) in cash,
       cash equivalents and restricted
       cash                                                               384,901                             (149,453)


      Cash, cash equivalents and
       restricted cash at beginning of
       year                                                               168,476                               553,227


      Plus (less): change in cash held for
       sale                                                                 (150)                                  192



      Cash, cash equivalents and
       restricted cash at end of year                         $
              553,227                       $
          403,966

ADDITIONAL STATISTICS
(in thousands of U.S. dollars, except where noted)

Solid Waste Internal Growth: The following table reflects a breakdown of the components of our solid waste internal growth for the three months ended December 31, 2018:


                              
     U.S.   
     Canada   
     Total




     Core Price                  4.1%       6.2%     4.4%



     Surcharges                  0.4%       0.8%     0.4%



     Volume                      0.3%     (0.7%)     0.1%



     Recycling                 (0.7%)     (1.6%)   (0.8%)


      Foreign Exchange Impact              (3.9%)   (0.6%)




     Total                       4.1%       0.8%     3.5%

Revenue Breakdown: The following table reflects a breakdown of our revenue for the three month periods ended December 31, 2017 and 2018:


                   
            Three Months Ended December 31, 2017



                     
             Revenue                                     Inter-         Reported      %
                                                                     company               Revenue
                                                                   Elimination



     Solid Waste
      Collection         $
              800,625                     $
              (2,396)   $
        798,229  69.0%


     Solid Waste
      Disposal and
      Transfer                       388,010                               (149,909)         238,101  20.6%


     Solid Waste
      Recycling                       30,285                                 (1,730)          28,555   2.4%


     E&P Waste
      Treatment,
      Recovery and
      Disposal                        55,812                                 (2,547)          53,265   4.6%


     Intermodal
      and Other                       39,331                                   (306)          39,025   3.4%



     Total             $
              1,314,063                   $
              (156,888) $
        1,157,175 100.0%


                   
            Three Months Ended December 31, 2018



                     
             Revenue                                     Inter-         Reported      %
                                                                     company               Revenue
                                                                   Elimination



     Solid Waste
      Collection         $
              874,601                     $
              (2,338)   $
        872,263  69.1%


     Solid Waste
      Disposal and
      Transfer                       447,998                               (177,946)         270,052  21.4%


     Solid Waste
      Recycling                       23,075                                 (1,208)          21,867   1.7%


     E&P Waste
      Treatment,
      Recovery and
      Disposal                        67,192                                 (3,218)          63,974   5.1%


     Intermodal
      and Other                       34,308                                   (732)          33,576   2.7%



     Total             $
              1,447,174                   $
              (185,442) $
        1,261,732 100.0%

Contribution from Acquisitions: The following table reflects revenues from solid waste acquisitions, net of divestitures, for the three and twelve month periods ended December 31, 2017 and 2018:


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



                       2017                      2018           2017                  2018



     Acquisitions, net      $
              37,615        $
     61,420                            $
     1,002,979 $
     153,139

ADDITIONAL STATISTICS (continued)
(in thousands of U.S. dollars, except where noted)

Other Cash Flow Items: The following table reflects cash interest and cash taxes for the three and twelve-month periods ended December 31, 2017 and 2018:


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



               2017                       2018             2017                  2018



     Cash
      Interest
      Paid          $
              39,145         $
     39,296                              $
     115,645 $
     124,338


     Cash
      Taxes
      Paid                      74,101            19,102                                 155,532     52,464

Debt to Book Capitalization as of December 31, 2018: 39%

Internalization for the three months ended December 31, 2018: 56%

Days Sales Outstanding for the three months ended December 31, 2018: 44 (31 net of deferred revenue)

Share Information for the three months ended December 31, 2018:


               Basic shares outstanding       263,628,941


               Dilutive effect of equity-
                based awards                      824,714



               Diluted shares outstanding     264,453,655

NON-GAAP RECONCILIATION SCHEDULE
(in thousands of U.S. dollars, except where noted)

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 Waste Connections' operations. Waste Connections defines adjusted EBITDA as net income attributable to Waste Connections, plus net income attributable to noncontrolling interests, plus or minus income tax provision (benefit), plus interest expense, less interest income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus any loss on impairments and other operating items, plus other expense, less other income, plus foreign currency transaction loss, less foreign currency transaction gain. Waste Connections further adjusts this calculation to exclude the effects of other 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 financial measures. Other companies may calculate adjusted EBITDA differently.


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



                                    2017                        2018           2017              2018



      Net income attributable
       to Waste Connections              $
              315,086         $
        132,478                      $
       576,817   $
        546,871


      Plus: Net income
       attributable to
       noncontrolling
       interests                                          42                    65                               603             283


      Plus (Less): Income tax
       provision (benefit)                         (169,129)               33,477                          (68,910)        159,986


      Plus: Interest expense                          32,534                35,230                           125,297         132,104


      Less: Interest income                          (2,042)              (3,493)                          (5,173)        (7,170)


      Plus: Depreciation and
       amortization                                  160,590               177,177                           632,484         680,487


      Plus: Closure and post-
       closure accretion                               2,976                 3,248                            11,781          12,997


      Plus: Impairments and
       other operating items                          15,160                14,012                           156,493          20,118


      Plus (Less): Other
       expense (income), net                           (175)                1,113                           (3,736)        (1,263)


      Plus (Less): Foreign
       currency transaction
       loss (gain)                                   (1,302)                1,110                             2,200           1,433



     Adjustments:


      Plus: Transaction-
       related expenses (a)                            1,282                 3,701                             5,700           8,607


      Plus (less): Fair value
       changes to certain
       equity awards (b)                               3,033                 (896)                           16,357           9,205


      Plus (less) :
       Integration-related
       and other expenses (c)                          2,645                  (35)                           10,612           2,760


      Adjusted EBITDA                    $
              360,700         $
        397,187                    $
       1,460,525 $
        1,566,418





                   As % of revenues                    31.2%                31.5%                            31.5%          31.8%





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


               (b)               Reflects
                                  fair value
                                  accounting
                                  changes
                                  associated
                                  with
                                  certain
                                  equity
                                  awards.


               (c)               Reflects the
                                  addback of
                                  integration-
                                  related
                                  items,
                                  including
                                  rebranding
                                  costs,
                                  associated
                                  with the
                                  Progressive
                                  Waste
                                  acquisition.

NON-GAAP RECONCILIATION SCHEDULE (continued)
(in thousands of U.S. dollars, except where noted)

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 Waste Connections' operations. Waste Connections defines adjusted free cash flow as net cash provided by operating activities, plus or minus change in book overdraft, plus proceeds from disposal of assets, less capital expenditures for property and equipment and distributions to noncontrolling interests. Waste Connections 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.


                             
            Twelve months ended
                                    December 31,



                            2017                          2018



     Net cash
      provided by
      operating
      activities                 $
              1,187,260         $
        1,411,235


     Plus/(Less):
      Change in
      book
      overdraft                                  8,241                   (839)


     Plus: Proceeds
      from disposal
      of assets                                 28,432                   5,385


     Less: Capital
      expenditures
      for property
      and equipment                          (479,287)              (546,145)


     Less:
      Distributions
      to
      noncontrolling
      interests                                                         (103)


     Adjustments:


       Payment of
        contingent
        consideration
        recorded in
        earnings (a)                            10,012                      11


       Cash received
        for
        divestitures
        (b)                                   (21,100)                (2,030)


       Transaction-
        related items
        (c)                                      5,700                   8,607


       Integration-
        related and
        other
        expenses (d)                            10,602                   2,760


       Pre-existing
        Progressive
        Waste share-
        based grants
        (e)                                     17,037                   5,772


       Synergy bonus
        (f)                                     11,798


       Tax effect (g)                         (14,804)                (4,752)



     Adjusted free
      cash flow                    $
              763,891           $
        879,901





                  As % of
                   revenues                      16.5%                  17.9%





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


               (b)               Reflects the
                                  elimination
                                  of cash
                                  received in
                                  conjunction
                                  with the
                                  divestiture
                                  of certain
                                  Progressive
                                  Waste
                                  operations.


               (c)               Reflects the
                                  addback of
                                  acquisition-
                                  related
                                  items,
                                  including
                                  transaction
                                  costs.


               (d)               Reflects the
                                  addback of
                                  integration-
                                  related
                                  items,
                                  including
                                  rebranding
                                  costs,
                                  associated
                                  with the
                                  Progressive
                                  Waste
                                  acquisition.


               (e)               Reflects the
                                  cash
                                  settlement
                                  of pre-
                                  existing
                                  Progressive
                                  Waste share-
                                  based awards
                                  during the
                                  period.


               (f)               Reflects the
                                  addback of
                                  cash bonuses
                                  paid
                                  pursuant to
                                  the
                                  Company's
                                  Synergy
                                  Bonus
                                  Program in
                                  conjunction
                                  with the
                                  Progressive
                                  Waste
                                  acquisition.


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

NON-GAAP RECONCILIATION SCHEDULE (continued)
(in thousands of U.S. dollars, except per share amounts)

Reconciliation of Net Income attributable to Waste Connections to Adjusted Net Income attributable to Waste Connections and Adjusted Net Income per Diluted Share attributable to Waste Connections:

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


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



                              2017                        2018              2017           2018



      Reported net income
       attributable to Waste
       Connections                 $
              315,086         $
           132,478                 $
            576,817 $
            546,871



     Adjustments:


      Amortization of
       intangibles (a)                          25,411                   28,336                           102,297           107,779


      Impairments and other
       operating items (b)                      15,160                   14,012                           156,493            20,118


      Transaction-related
       expenses (c)                              1,282                    3,701                             5,700             8,607


      Fair value changes to
       certain equity awards
       (d)                                       3,033                    (896)                           16,357             9,205


      Integration-related
       and other expenses (e)                    2,645                     (35)                           10,612             2,760


           Tax effect (f)                     (16,151)                (11,383)                         (91,979)         (37,165)


           Tax items (g)                     (209,418)                                                (205,631)            9,093


      Adjusted net income
       attributable to Waste
       Connections                 $
              137,048         $
           166,213                 $
            570,666 $
            667,268




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


      Reported net income             $
              1.19            $
           0.50                    $
            2.18    $
            2.07



      Adjusted net income             $
              0.52            $
           0.63                    $
            2.16    $
            2.52





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


               (b)               Reflects the
                                  addback of
                                  impairments
                                  and other
                                  operating
                                  items.


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


               (d)               Reflects
                                  fair value
                                  accounting
                                  changes
                                  associated
                                  with
                                  certain
                                  equity
                                  awards.


               (e)               Reflects the
                                  addback of
                                  integration-
                                  related
                                  items,
                                  including
                                  rebranding
                                  costs,
                                  associated
                                  with the
                                  Progressive
                                  Waste
                                  acquisition.


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


               (g)               In 2018,
                                  primarily
                                  reflects
                                  refinements
                                  to the
                                  estimates,
                                  as provided
                                  by Staff
                                  Accounting
                                  Bulletin
                                  No. 118, of
                                  the impact
                                  of a
                                  portion of
                                  the
                                  Company's
                                  U.S.
                                  earnings no
                                  longer
                                  permanently
                                  reinvested
                                  in
                                  conjunction
                                  with the
                                  Tax Act.
                                  In 2017,
                                  reflects
                                  income tax
                                  benefit
                                  primarily
                                  resulting
                                  from a
                                  reduction
                                  of deferred
                                  tax
                                  liabilities
                                  due to
                                  enactment
                                  of the Tax
                                  Act,
                                  partially
                                  offset by
                                  deferred
                                  income tax
                                  expense due
                                  to a
                                  portion of
                                  the
                                  Company's
                                  U.S.
                                  earnings no
                                  longer
                                  permanently
                                  reinvested,
                                  also
                                  related to
                                  the Tax
                                  Act.


                     
              
                2019 OUTLOOK


           
              
                NON-GAAP RECONCILIATION SCHEDULE


        
              (in thousands of U.S. dollars, except where noted)





         
                Reconciliation of Adjusted EBITDA:

    ---



                                                    
              2019 Outlook



                                                                      Estimate                   
              Observation


          Net income attributable to
           Waste Connections                                $
              636,000


              Plus: Net income
               attributable to
               noncontrolling interests                                   1,000


              Plus: Income tax provision                                201,000 
     Approximate 24.0% effective rate*


              Plus: Interest expense, net                               134,000


              Plus: Depreciation and
               Depletion                                                600,000 
     Approximately 11.3% of revenue


              Plus: Amortization                                        120,000


              Plus: Closure and post-
               closure accretion                                         13,000




         Adjusted EBITDA                                 $
              1,705,000 
     Approximately 32.1% of revenue



               *Rather than current estimated
                rate of 21.5%, reflects
                midpoint of estimated 21.5% to
                26.5% potential range resulting
                from IRS proposed regulations
                released in late December 2018
                related to the Tax Act, which,
                if finalized and implemented in
                2019, could impact 2019's
                effective tax rate.



              
                Reconciliation of Adjusted Free Cash Flow:

    ---





                                                              2019 Outlook



                                                                Estimate



               Net cash provided by operating
                activities                              $
              1,525,000


                   Less: Capital expenditures                       (575,000)




              Adjusted free cash flow                    $
              950,000

View original content to download multimedia:http://www.prnewswire.com/news-releases/waste-connections-reports-fourth-quarter-results-and-provides-2019-outlook-300795230.html

SOURCE Waste Connections, Inc.