Progressive Waste Solutions Ltd. Reports Results for the Three Months and Year Ended December 31, 2012 and Provides Outlook for

Progressive Waste Solutions Ltd. Reports Results for the Three Months and Year 
Ended December 31, 2012 and Provides Outlook for 2013 
Core Business Well-Positioned for Growth in 2013 
TORONTO, ONTARIO -- (Marketwire) -- 02/14/13 -- Progressive Waste
Solutions Ltd. (the "Company") (TSX:BIN)(NYSE:BIN) reported financial
results for the three months and year ended December 31, 2012.  


 
--  Core business of solid waste collection, transfer and disposal
    demonstrated resilience throughout 2012 
--  Completed 19 strategic acquisitions in 2012, including seven in the
    fourth quarter, which strengthened the Company's network of integrated
    assets 
--  Consolidated revenues of $495.8 million in the fourth quarter, up 8.4%,
    and $1,896.7 million in 2012, up 3.1% 
--  Adjusted EBITDA(A) of $133.7 million in the fourth quarter and $519.7
    million for 2012 
--  Earnings per share of $0.10 in the fourth quarter and $0.81 in 2012,
    versus ($2.48) and ($1.63), respectively, in 2011. On an adjusted basis,
    net income per share was $0.24 in the quarter and $0.97 for the year,
    compared to $0.32 and $1.12 in the respective 2011 periods. The decline
    in recycled commodity prices reduced adjusted net income(A) per share by
    $0.02 per share in the fourth quarter of 2012 and by $0.15 per share for
    the year  

 
Management Commentary 
(All amounts are in United States ("U.S.") dollars, unless otherwise
stated) 
"The strength of our core collection, transfer and disposal
operations, combined with 19 strategic "tuck-in" acquisitions,
softened the impact of a 1.6% decline in revenues from lower recycled
commodity prices in 2012. In 2013, we are well positioned for growth
with a strengthened network of integrated assets and the
market-focused strategies to continue to execute our operating model
and drive value on these assets. Acquisitions we completed in 2012
generate annualized revenues of approximately $200 million, and the
contribution to 2013 revenue growth is expected to be approximately
$138 million. Revenues for 2013 will also realize the benefits of
internal infrastructure projects and new municipal contract wins. All
of these contributions together will more than offset the impact of
municipal contracts that concluded in the third and
 fourth quarters
of 2012 and the scheduled closure of our Calgary landfill in
mid-2013," said Joseph Quarin, Vice Chairman and Chief Executive
Officer, Progressive Waste Solutions Ltd. "We remain focused on the
disciplined execution of our local market strategies and deployment
of free cash flow(B) to improve our overall return on invested
capital. We are excited about the opportunities we have to create
value in 2013 and beyond." 
Fourth quarter ended December 31, 2012 
Reported revenues increased $38.6 million or 8.4% from $457.2 million
in the fourth quarter of 2011 to $495.8 million in the fourth quarter
of 2012. Expressed on a reportable basis and assuming a foreign
currency exchange ("FX") rate of parity between the Canadian and U.S.
dollar ("FX parity"), revenues increased 7.0% due in large part to a
6.4% increase attributable to acquisitions. Higher overall core
pricing, fuel surcharges and marginally higher volumes were
principally offset by lower recycled commodity pricing. The impact of
lower recycled commodity prices on comparative revenues was 1.0%.  
Operating income was $58.6 million in the fourth quarter of 2012
versus ($293.0) million in the fourth quarter of 2011. Net income was
$11.8 million versus ($296.2) million in the fourth quarter of 2012
and 2011, respectively.  
Adjusted amounts  
Adjusted EBITDA(A) was $133.7 million in the fourth quarter which was
slightly lower than the $133.9 million posted in the same quarter a
year ago. On an adjusted basis, adjusted operating income(A) was
$61.6 million or (19.0)% lower in the quarter compared to $76.0
million in the same period last year. Adjusted net income(A) was
$28.2 million, or $0.24 per share, compared to $38.0 million, or
$0.32 per share in the comparative period.  
Year ended December 31, 2012 
For the year ended December 31, 2012, reported revenues increased
$56.6 million or 3.1% from $1,840.1 million in 2011 to $1,896.7
million. Expressed on a reportable basis and at FX parity, revenues
increased 3.5% on a comparative basis. This increase is due in large
part to a 4.5% increase attributable to acquisitions and higher
overall core pricing and fuel surcharges, which outpaced lower
volumes and recycled commodity pricing. The annual impact on
comparative revenues resulting from a decline in recycled commodity
prices was 1.6%.  
Operating income was $237.7 million in 2012 versus ($88.4) million in
2011 and net income was $94.4 million in 2012 compared to ($196.1)
million in 2011.  
Adjusted amounts 
For the year, adjusted EBITDA(A) was $519.7 million or (2.8)% lower
in 2012 versus $534.5 million in 2011. Adjusted operating income(A)
was $246.1 million, or (12.4)% lower compared to the $280.9 million
recorded last year. Adjusted net income(A) was $113.2 million, or
$0.97 per share, compared to $135.0 million, or $1.12 per share in
the comparative year.  
Share repurchases totalled $65.6 million in 2012 and dividends paid
to shareholders totalled $63.5 million. For 2012, this represents a
combined $129.1 million return to shareholders compared to $140.4
million a year ago.  
Acquisitions 


 
--  We invested $185.7 million in the fourth quarter and $308.3 million for
    the year on strategic "tuck-in" acquisitions in various markets 
--  In the fourth quarter, we completed seven acquisitions, three in the
    U.S. south, three in the U.S. northeast and one in Canada. For the year,
    we completed a total of 19 acquisitions, eight in the U.S. south, five
    in the U.S. northeast and six in Canada 
--  We continue to identify collection and transfer assets in and around the
    markets we serve in order to improve asset density and facilitate higher
    internalization at our landfills. We also evaluate new markets for
    growth opportunities 

 
Other highlights for the year ended December 31, 2012 


 
--  In October 2012, we entered into a consolidated $2.35 billion Credit
    Agreement and concurrently repaid all outstanding indebtedness under our
    U.S. and Canadian credit facilities and our series B, senior secured
    debenture 
--  In August 2012, we received approval to renew our normal course issuer
    bid for an additional 12 months 
--  In March 2012, we received a modification to our operating permit for
    the Ridge landfill that increased the amount of annual waste allowable
    at the site from 0.9 to 1.3 million tonnes annually 
--  We repurchased and cancelled approximately 3.2 million common shares in
    2012. At the close of the year, there were 115.2 million common shares
    outstanding 

 
2013 Outlook 
The Company is providing its outlook assuming no change in the
current economic environment and excluding the impact of any
acquisitions we may complete in 2013. Our outlook has been prepared
assuming FX parity. 
The purpose of presenting this outlook is to provide investors and
analysts with our expected results for the coming year. 
Our outlook, which is forward-looking, was approved by management on
February 13, 2013. Our actual results may differ materially and are
subject to risks and uncertainties. Please refer to the 2013 outlook
assumptions and factors and Caution regarding forward looking
statements sections of this press release for further 
information. 


 
--  Revenue is estimated to be $2.00 to $2.02 billion, representing an
    increase of 5.4% to 6.5% 
--  Adjusted EBITDA(A) is estimated to be $545 to $555 million 
--  Amortization expense, as a percentage of revenue, is estimated to be
    approximately 14.4% 
--  The effective tax rate is estimated to be approximately 40% of income
    before income tax expense and net loss from equity accounted investee,
    on an adjusted basis 
--  Cash taxes are estimated to be $52 to $54 million 
--  Adjusted net income(A) per diluted share is estimated to be $1.02 to
    $1.06 
--  Free cash flow(B) is estimated to be $200 to $215 million, excluding
    additional internal infrastructure investment 
--  Capital and landfill expenditures are estimated to be $210 to $220
    million, plus an additional $40 to $45 million of internal
    infrastructure investment 
--  Expected annual cash dividend of C$0.56 per share, payable on a
    quarterly basis 

 
Commodity pricing 
Revenues and earnings are impacted by changes in recycled commodity
prices, which principally include old corrugated cardboard ("OCC")
and other paper fibers, including newsprint, sorted office paper and
mixed paper. Other commodities we receive include wood, plastics,
aluminum and metals. Our results of operations may be affected by
changing prices or market requirements for recyclable materials. The
resale and purchase price of, and market demand for, recyclable
materials can be volatile due to changes in economic conditions and
numerous other factors beyond our control. These fluctuations may
affect our consolidated financial condition, results of operations
and cash flows. Based on current volumes, a ten dollar change in the
price of an average basket of commodities results in an approximately
$8.0 million change to revenues and an approximately $0.04 change to
net income per share on an annual basis. Our outlook provided for
2013 assumes an average price per ton of OCC of $106.00, which is
equal to the 2012 average price per ton based on our market weighting
of the Official Board Markets index. 


 
Progressive Waste Solutions Ltd.                                            
Consolidated Statements of Operations and Comprehensive Income or Loss      
 ("Statement of Operations and Comprehensive Income or Loss")               
For the three months (unaudited) and years ended December 31, 2012          
 (unaudited) and 2011 (stated in accordance with accounting principles      
 generally accepted in the United States of America ("U.S.") and in         
 thousands of U.S. dollars, except share and net income per share amounts)  
----------------------------------------------------------------------------
                                Three months ended               Year ended 
----------------------------------------------------------------------------
                                    2012      2011         2012        2011 
----------------------------------------------------------------------------
                                                                            
REVENUES                       $ 495,822 $ 457,212  $ 1,896,741 $ 1,840,096 
EXPENSES                                                                    
  OPERATING                      305,236   273,283    1,154,764   1,094,067 
  SELLING, GENERAL AND                                                      
   ADMINISTRATION                 59,814    58,178      230,740     218,600 
  RESTRUCTURING                        -       411            -       1,609 
  GOODWILL IMPAIRMENT                  -   360,557            -     360,557 
  AMORTIZATION                    71,766    58,372      274,118     257,066 
  NET LOSS (GAIN) ON SALE OF                                                
   CAPITAL ASSETS                    383      (541)        (592)     (3,412)
----------------------------------------------------------------------------
OPERATING INCOME (LOSS)           58,623  (293,048)     237,711     (88,391)
INTEREST ON LONG-TERM DEBT        14,494    13,723       57,428      62,086 
NET FOREIGN EXCHANGE (GAIN)                                                 
 LOSS                                 (3)       10            9         (73)
NET LOSS (GAIN) ON FINANCIAL                                                
 INSTRUMENTS                       3,541    (1,101)       1,725      (4,984)
LOSS ON EXTINGUISHMENT OF DEBT    16,924         -       16,924           - 
OTHER EXPENSES                         -        45          105         872 
----------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX                                             
 EXPENSE AND NET LOSS                                                       
  FROM EQUITY ACCOUNTED                                                     
   INVESTEE                       23,667  (305,725)     161,520    (146,292)
INCOME TAX EXPENSE                                                          
  Current                         10,969     9,009       49,281      47,433 
  Deferred                           934   (18,584)      17,841       2,315 
----------------------------------------------------------------------------
                                  11,903    (9,575)      67,122      49,748 
NET LOSS FROM EQUITY ACCOUNTED                                              
 INVESTEE                             11        38           41          96 
----------------------------------------------------------------------------
NET INCOME (LOSS)                 11,753  (296,188)      94,357    (196,136)
----------------------------------------------------------------------------
                                                                            
OTHER COMPREHENSIVE (LOSS)                                                  
 INCOME:                                                                    
  Foreign currency translation                                              
   adjustment                     (6,322)   13,320       11,702     (12,520)
----------------------------------------------------------------------------
                                                                            
  Derivatives designated as                                                 
   cash flow hedges, net of                                                 
   income tax ($1,089) and                                                  
   ($863) (2011 - ($294) and                                                
   $3,117)                         2,025       550        1,604      (5,790)
  Settlement of derivatives                                                 
   designated as cash flow                                                  
   hedges, net of income tax                                                
   ($170) and ($177) (2011 -                                                
   ($165) and ($646))                314       306          329       1,201 
----------------------------------------------------------------------------
                                   2,339       856        1,933      (4,589)
----------------------------------------------------------------------------
TOTAL OTHER COMPREHENSIVE                                                   
 (LOSS) INCOME                    (3,983)   14,176
       13,635     (17,109)
----------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)    $   7,770 $(282,012) $   107,992 $  (213,245)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                                            
Net income (loss) per weighted                                              
 average share, basic          $    0.10 $   (2.48) $      0.81 $     (1.63)
Net income (loss) per weighted                                              
 average share, diluted        $    0.10 $   (2.48) $      0.81 $     (1.63)
Weighted average number of                                                  
 shares outstanding                                                         
 (thousands), basic              115,163   119,554      116,178     120,683 
Weighted average number of                                                  
 shares outstanding                                                         
 (thousands), diluted            115,163   119,554      116,178     120,683 
                                                                            
                                                                            
Progressive Waste Solutions Ltd.                                            
Consolidated Balance Sheets ("Balance Sheet")                               
December 31, 2012 (unaudited) and December 31, 2011 (stated in accordance   
 with accounting principles generally accepted in the U.S. and in thousands 
 of U.S. dollars except issued and outstanding share amounts)               
----------------------------------------------------------------------------
                                                 December 31,  December 31, 
                                                         2012          2011 
----------------------------------------------------------------------------
ASSETS                                                                      
CURRENT                                                                     
  Cash and cash equivalents                      $     29,940  $     14,143 
  Accounts receivable                                 238,958       212,099 
  Other receivables                                       440           414 
  Prepaid expenses                                     38,762        31,484 
  Income taxes recoverable                              2,928             - 
  Restricted cash                                         476           452 
  Other assets                                          1,573         1,972 
----------------------------------------------------------------------------
                                                      313,077       260,564 
                                                                            
OTHER RECEIVABLES                                          72           376 
FUNDED LANDFILL POST-CLOSURE COSTS                      9,885         9,200 
INTANGIBLES                                           287,847       257,731 
GOODWILL                                              929,114       774,409 
LANDFILL DEVELOPMENT ASSETS                            19,715        15,869 
DEFERRED FINANCING COSTS                               20,060        19,983 
CAPITAL ASSETS                                        927,518       776,058 
LANDFILL ASSETS                                       963,720       958,792 
INVESTMENT IN EQUITY ACCOUNTED INVESTEE                 4,062         3,973 
OTHER ASSETS                                              491           649 
----------------------------------------------------------------------------
                                                 $  3,475,561  $  3,077,604 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
LIABILITIES                                                                 
CURRENT                                                                     
  Accounts payable                               $    120,341  $    115,292 
  Accrued charges                                     131,528       124,496 
  Dividends payable                                    16,206        14,540 
  Income taxes payable                                  1,986        10,693 
  Deferred revenues                                    19,002        17,645 
  Current portion of long-term debt                     6,907         1,500 
  Landfill closure and post-closure costs               8,871         9,468 
  Other liabilities                                     2,527         3,484 
----------------------------------------------------------------------------
                                                      307,368       297,118 
                                                                            
LONG-TERM DEBT                                      1,681,370     1,311,593 
LANDFILL CLOSURE AND POST-CLOSURE COSTS               104,281        92,034 
OTHER LIABILITIES                                       6,166         7,484 
DEFERRED INCOME TAXES                                 103,795        76,234 
----------------------------------------------------------------------------
                                                    2,202,980     1,784,463 
----------------------------------------------------------------------------
                                                                            
                                                                            
SHAREHOLDERS' EQUITY                                                        
  Common shares (authorized - unlimited, issued                             
   and outstanding - 114,993,864 (December 31,                              
   2011 - 118,040,683))                             1,773,530     1,824,231 
  Restricted shares (issued and outstanding -                               
   172,500 (December 31, 2011 - 252,150))              (3,460)       (5,353)
  Additional paid in capital                            2,166         2,789 
  Accumulated deficit                                (451,539)     (466,775)
  Accumulated other comprehensive loss                (48,116)      (61,751)
----------------------------------------------------------------------------
  Total shareholders' equity                        1,272,581     1,293,141 
----------------------------------------------------------------------------
                                                 $  3,475,561  $  3,077,604 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                                            
Progressive Waste Solutions Ltd.                                            
Consolidated Statements of Cash Flows ("Statement of Cash Flows")           
For the three months (unaudited) and years ended December 31, 2012          
 (unaudited) and 2011 (stated in accordance with accounting principles      
 generally accepted in the U.S. and in thousands of U.S. dollars, except    
 share and net income per share amounts)                                    
----------------------------------------------------------------------------
                                 Three months ended              Year ended 
----------------------------------------------------------------------------
                                    2012       2011         2012       2011 
----------------------------------------------------------------------------
                                                    
                        
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES            
OPERATING                                                                   
  Net income (loss)         $     11,753  $(296,188) $    94,357  $(196,136)
  Items not affecting cash                                                  
    Restricted share                                                        
     expense                         819        726        2,034      2,107 
    Write-off of deferred                                                   
     financing costs              11,726          -       11,726          - 
    Accretion of landfill                                                   
     closure and post-                                                      
     closure costs                 1,313      1,255        5,240      5,071 
    Goodwill impairment                -    360,557            -    360,557 
    Amortization of                                                         
     intangibles                  14,379     12,582       53,585     49,559 
    Amortization of capital                                                 
     assets                       37,841     33,343      141,192    131,088 
    Amortization of                                                         
     landfill assets              19,546     12,447       79,341     76,419 
    Interest on long-term                                                   
     debt (amortization of                                                  
     deferred financing                                                     
     costs)                          596      1,680        5,665      6,035 
    Net loss (gain) on sale                                                 
     of capital assets               383       (541)        (592)    (3,412)
    Net loss (gain) on                                                      
     financial instruments         3,541     (1,101)       1,725     (4,984)
    Deferred income taxes            934    (18,584)      17,841      2,315 
    Net loss from equity                                                    
     accounted investee               11         38           41         96 
  Landfill closure and                                                      
   post-closure                                                             
   expenditures                   (1,336)    (1,183)      (6,737)    (4,345)
  Changes in non-cash                                                       
   working capital items         (27,322)    10,186      (68,657)   (28,664)
----------------------------------------------------------------------------
Cash generated from                                                         
 operating activities             74,184    115,217      336,761    395,706 
----------------------------------------------------------------------------
INVESTING                                                                   
  Acquisitions                  (168,608)      (351)    (282,313)  (139,857)
  Restricted cash deposits            (1)        (6)         (24)       (18)
  Investment in other                                                       
   receivables                         -          -         (148)         - 
  Proceeds from other                                                       
   receivables                       110        118          440        474 
  Funded landfill post-                                                     
   closure costs                    (117)       (71)        (404)      (381)
  Purchase of capital                                                       
   assets                        (54,410)   (35,315)    (180,322)  (112,348)
  Purchase of landfill                                                      
   assets                        (18,471)   (19,006)     (66,556)   (58,665)
  Proceeds from the sale of                                                 
   capital assets                    654        721        2,761      5,925 
  Investment in landfill                                                    
   development assets               (461)    (1,717)      (3,968)    (6,428)
----------------------------------------------------------------------------
Cash utilized in investing                                                  
 activities                     (241,304)   (55,627)    (530,534)  (311,298)
----------------------------------------------------------------------------
FINANCING                                                                   
  Payment of deferred                                                       
   financing costs               (16,975)        (5)     (17,315)    (4,811)
  Proceeds from long-term                                                   
   debt                        1,617,304     49,184    1,924,480    380,347 
  Repayment of long-term                                                    
   debt                       (1,401,816)   (60,456)  (1,568,323)  (318,086)
  Proceeds from the                                                         
   exercise of stock                                                        
   options                            39      1,530          403      2,385 
  Repurchase of common                                                      
   shares                              -    (40,270)     (65,633)   (79,326)
  Purchase of, net of                                                       
   proceeds from,                                                           
   restricted shares                   -          -         (541)    (4,226)
  Dividends paid to                                                         
   shareholders                  (16,260)   (14,647)     (63,478)   (61,078)
----------------------------------------------------------------------------
Cash generated from                                                         
 (utilized in) financing                                                    
 activities                      182,292    (64,664)     209,593    (84,795)
Effect of foreign currency                                                  
 translation on cash and                                                    
 cash equivalents                   (655)     2,341          (23)     1,124 
----------------------------------------------------------------------------
NET CASH INFLOW (OUTFLOW)         14,517     (2,733)      15,797        737 
----------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,                                                  
 BEGINNING OF PERIOD OR                                                     
 YEAR                             15,423     16,876       14,143     13,406 
----------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,                                                  
 END OF YEAR                $     29,940  $  14,143  $    29,940  $  14,143 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
SUPPLEMENTAL CASH FLOW                                                      
 INFORMATION:                                                               
  Cash and cash equivalents                                                 
   are comprised of:                                                        
    Cash                    $     28,929  $  14,142  $    28,929  $  14,142 
    Cash equivalents               1,011          1        1,011          1 
----------------------------------------------------------------------------
                            $     29,940  $  14,143  $    29,940  $  14,143 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
  Cash paid during the                                
                      
   period or year for:                                                      
    Income taxes            $     11,833  $   8,911  $    53,531  $  49,509 
    Interest                $     17,170  $  12,694  $    57,109  $  59,289 
                                                                            
                                                                            
FX Impact on Consolidated Results                                           
The following tables have been prepared to assist readers in assessing the  
 FX impact on selected results for the three months and year ended December 
 31, 2012.                                                                  
                                                                            
                                                         Three months ended 
----------------------------------------------------------------------------
                  December  December 31,  December 31, December    December 
                  31, 2011          2012          2012 31, 2012    31, 2012 
----------------------------------------------------------------------------
                               (organic,   (holding FX                      
                             acquisition constant with                      
                               and other           the                      
                       (as non-operating   comparative      (FX         (as 
                 reported)      changes)       period)  impact)   reported) 
----------------------------------------------------------------------------
                                                                            
Consolidated Statement of Operations                                        
Revenues         $ 457,212  $     32,310  $    489,522  $ 6,300  $  495,822 
Operating                                                                   
 expenses          273,283        28,452       301,735    3,501     305,236 
Selling, general                                                            
 and                                                                        
 administration     58,178           859        59,037      777      59,814 
Restructuring                                                               
 expenses              411          (411)            -        -           - 
Goodwill                                                                    
 impairment        360,557      (360,557)            -        -           - 
Amortization        58,372        12,573        70,945      821      71,766 
Net (gain) loss                                                             
 on sale of                                                                 
 capital assets       (541)          936           395      (12)        383 
----------------------------------------------------------------------------
Operating (loss)                                                            
 income           (293,048)      350,458        57,410    1,213      58,623 
Interest on                                                                 
 long-term debt     13,723           673        14,396       98      14,494 
Net foreign                                                                 
 exchange loss                                                              
 (gain)                 10           (13)           (3)       -          (3)
Net (gain) loss                                                             
 on financial                                                               
 instruments        (1,101)        4,630         3,529       12       3,541 
Loss on                                                                     
 extinguishment                                                             
 of debt                 -        17,012        17,012      (88)     16,924 
Other expense           45           (46)           (1)       1           - 
----------------------------------------------------------------------------
(Loss) income                                                               
 before net                                                                 
 income tax                                                                 
(recovery)                                                                  
 expense and                                                                
net loss from                                                               
 equity                                                                     
 accounted                                                                  
 investee         (305,725)      328,202        22,477    1,190      23,667 
Net income tax                                                              
 (recovery)                                                                 
 expense            (9,575)       21,140        11,565      338      11,903 
Net loss from                                                               
 equity                                                                     
 accounted                                                                  
 investee               38           (28)           10        1          11 
----------------------------------------------------------------------------
Net (loss)                                                                  
 income          $(296,188) $    307,090  $     10,902  $   851  $   11,753 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusted                                                                    
 EBITDA(A)       $ 133,861  $     (2,153) $    131,708  $ 2,029  $  133,737 
Adjusted                                                                    
 operating                                                                  
 income(A)       $  76,030  $    (15,663) $     60,367  $ 1,221  $   61,588 
Adjusted net                                                                
 income(A)       $  37,995  $    (10,642) $     27,353  $   799  $   28,152 
Free cash                                                                   
 flow(B)         $  59,281  $    (23,565) $     35,716  $   904  $   36,620 
                                                                            
                                                                 Year ended 
----------------------------------------------------------------------------
                     December    December    December  December    December 
                     31, 2011    31, 2012    31, 2012  31, 2012    31, 2012 
----------------------------------------------------------------------------
                                (organic,                                   
                              acquisition (hol
ding FX                       
                                and other    constant                       
                                     non-    with the                       
                          (as   operating comparative       (FX         (as 
                    reported)    changes)       year)   impact)   reported) 
----------------------------------------------------------------------------
                                                                            
Consolidated Statement of Operations                                        
Revenues           $1,840,096  $   64,582  $1,904,678  $ (7,937) $1,896,741 
Operating expenses  1,094,067      65,120   1,159,187    (4,423)  1,154,764 
Selling, general                                                            
 and                                                                        
 administration       218,600      13,105     231,705      (965)    230,740 
Restructuring                                                               
 expenses               1,609      (1,609)          -         -           - 
Goodwill                                                                    
 impairment           360,557    (360,557)          -         -           - 
Amortization          257,066      18,127     275,193    (1,075)    274,118 
Net gain on sale                                                            
 of capital assets     (3,412)      2,822        (590)       (2)       (592)
----------------------------------------------------------------------------
Operating (loss)                                                            
 income               (88,391)    327,574     239,183    (1,472)    237,711 
Interest on long-                                                           
 term debt             62,086      (4,388)     57,698      (270)     57,428 
Net foreign                                                                 
 exchange (gain)                                                            
 loss                     (73)         82           9         -           9 
Net (gain) loss on                                                          
 financial                                                                  
 instruments           (4,984)      6,714       1,730        (5)      1,725 
Loss on                                                                     
 extinguishment of                                                          
 debt                       -      17,012      17,012       (88)     16,924 
Other expense             872        (766)        106        (1)        105 
----------------------------------------------------------------------------
(Loss) income                                                               
 before net income                                                          
 tax expense and                                                            
 net loss from                                                              
 equity accounted                                                           
 investee            (146,292)    308,920     162,628    (1,108)    161,520 
Net income tax                                                              
 expense               49,748      17,752      67,500      (378)     67,122 
Net loss from                                                               
 equity accounted                                                           
 investee                  96         (55)         41         -          41 
----------------------------------------------------------------------------
Net (loss) income  $ (196,136) $  291,223  $   95,087  $   (730) $   94,357 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusted EBITDA(A) $  534,536  $  (12,308) $  522,228  $ (2,569) $  519,659 
Adjusted operating                                                          
 income(A)         $  280,882  $  (33,257) $  247,625  $ (1,492) $  246,133 
Adjusted net                                                                
 income(A)         $  135,003  $  (21,003) $  114,000  $   (813) $  113,187 
Free cash flow(B)  $  262,464  $  (89,095) $  173,369  $   (909) $  172,460 
                                                                            
                                                                            
Other Financial Highlights                                                  
(all amounts are in thousands of U.S. dollars, excluding per share amounts) 
                                                                            
                                    Three months ended           Year ended 
                                              December             December 
                                                    31                   31 
----------------------------------------------------------------------------
                                       2012       2011      2012       2011 
----------------------------------------------------------------------------
                                                                            
Operating income (loss)            $ 58,623  $(293,048) $237,711  $ (88,391)
Transaction and related costs -                                             
 SG&A                                   462        141     2,507      1,880 
Fair value movements in stock                                               
 options - SG&A                         703     (2,685)     (110)    (6,808)
Restricted share expense - SG&A         819        726     2,034      2,107 
Payments made to executives and                                             
 senior management on departure -                                           
 SG&A                                   981      9,928     3,991      9,928 
Restructuring expenses and                                                  
 goodwill impairment                      -    360,968         -    362,166 
----------------------------------------------------------------------------
Adjusted operating income(A)         61,588     76,030   246,133    280,882 
----------------------------------------------------------------------------
Net loss (gain) on sale of capital                                          
 assets                                 383       (541)     (592)    (3,412)
Amortization                         71,766     58,372   274,118    257,066 
----------------------------------------------------------------------------
Adjusted EBITDA(A)                 $133,737  $ 133,861  $519,659  $ 534,536 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Net income (loss)                  $ 11,753  $(296,188) $ 94,357  $(196,136)
Transaction and related costs -                                             
 SG&A                                   462        141     2,507      1,880 
Fair value movements in stock                                               
 options - SG&A                         703     (2,685)     (110)    (6,808)
Restricted share expense - SG&A         819        726     2,034      2,107 
Payments made to executives and                                             
 senior management on departure -                                           
 SG&A                                   981      9,928     3,991      9,928 
Restructuring expenses and                                                  
 goodwill impairment                      -    360,968         -    362,166 
Net loss (gain) on financial                                                
 instruments                          3,541     (1,101)    1,725     (4,984)
Loss on extinguishment of debt       16,924          -    16,924          - 
Other expenses                            -         45       105        872 
Net income tax recovery              (7,031)   (33,839)   (8,346)   (34,022)
----------------------------------------------------------------------------
Adjusted net income(A)             $ 28,152  $  37,995  $113,187  $ 135,003 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusted net income per weighted                                            
 average share, basic(A)(i)        $   0.24  $    0.32  $    0.97  $   1.12 
Adjusted net income per weighted                                            
 average share, diluted(A)(i)      $   0.24  $    0.32  $    0.97  $   1.12 
                                                                            
Replacement and growth                                                      
 expenditures                                                               
Replacement expenditures           $ 35,336  $  38,741  $ 154,928  $126,808 
Growth expenditures                  37,545     15,580     91,950    44,205 
----------------------------------------------------------------------------
Total replacement and growth                                                
 expenditures                      $ 72,881  $  54,321  $ 246,878  $171,013 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Free cash flow(B)                                                           
Cash generated from operating                                               
 activities (statement of cash                                              
 flows)                            $ 74,184  $ 115,217  $ 336,761  $395,706 
Free cash flow(B)                  $ 36,620  $  59,281  $ 172,460  $262,464 
Free cash flow(B) per weighted                                              
 average share, diluted            $   0.32  $    0.50  $    1.48  $   2.17 
                                                                            
Dividends                                                                   
Dividends declared (common shares) $ 16,264  $  14,418  $  64,815  $ 60,646 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Note:                                                                       
((i))Prior period or year amounts have been adjusted to conform to the      
 current period or year's presentation.                                     
                                                                            
                                                                            
Segment Highlights - Additional details regarding the FX impact on our      
 comparative results can be found in the Foreign Currency sections of this  
 report.                                                                    
(all amounts are in thousands of U.S. dollars, unless otherwise stated)     
                                                                            
                                                         Three months ended 
                                                                   December 
                                                                         31 
----------------------------------------------------------------------------
                        2011          2012    Change        2012     Change 
----------------------------------------------------------------------------
                               (holding FX                                  
                             constant with                                  
                                       the                                  
                         (as   comparative                   (as            
                   reported)       period)             reported)            
----------------------------------------------------------------------------
                                                                            
Revenues            $457,212  $    489,522  $ 32,310  $  495,822  $  38,610 
----------------------------------------------------------------------------
Canada              $185,590  $    192,721  $  7,131  $  199,021  $  13,431 
U.S. south          $185,426  $    201,725  $ 16,299  $  201,725  $  16,299 
U.S. northeast      $ 86,196  $     95,076  $  8,880  $   95,076  $   8,880 
                                                                            
Operating expenses  $273,283  $    301,735  $ 28,452  $  305,236  $  31,953 
----------------------------------------------------------------------------
Canada              $101,656  $    107,910  $  6,254  $  111,411  $   9,755 
U.S. south          $112,929  $    127,051  $ 14,122  $  127,051  $  14,122 
U.S. northeast      $ 58,698  $     66,774  $  8,076  $   66,774  $   8,076 
                                                                            
SG&A (as reported)  $ 58,178  $     59,037  $    859  $   59,814  $   1,636 
----------------------------------------------------------------------------
Canada              $ 15,350  $     16,956  $  1,606  $   17,528  $   2,178 
U.S. south          $ 18,624  $     20,600  $  1,976  $   20,600  $   1,976 
U.S. northeast      $  7,272  $      8,506  $  1,234  $    8,506  $   1,234 
Corporate           $ 16,932  $     12,975  $ (3,957) $   13,180  $  (3,752)
                                                                            
EBITDA(A)(as                                                                
 reported)          $125,751  $    128,750  $  2,999  $  130,772  $   5,021 
----------------------------------------------------------------------------
Canada              $ 68,584  $     67,855  $   (729) $   70,082  $   1,498 
U.S. south          $ 53,873  $     54,074  $    201  $   54,074  $     201 
U.S. northeast      $ 20,226  $     19,796  $   (430) $   19,796  $    (430)
Corporate           $(16,932) $    (12,975) $  3,957  $  (13,180) $   3,752 
                                                                            
Adjusted SG&A       $ 50,068  $     56,079  $  6,011  $   56,849  $   6,781 
----------------------------------------------------------------------------
Canada              $ 15,350  $     16,956  $  1,606  $   17,528  $   2,178 
U.S. south          $ 18,624  $     20,600  $  1,976  $   20,600  $   1,976 
U.S. northeast      $  7,272  $      8,506  $  1,234  $    8,506  $   1,234 
Corporate           $  8,822  $     10,017  $  1,195  $   10,215  $   1,393 
                                                                            
Adjusted EBITDA(A)  $133,861  $    131,708  $ (2,153) $  133,737  $    (124)
----------------------------------------------------------------------------
Canada              $ 68,584  $     67,855  $   (729) $   70,082  $   1,498 
U.S. south          $ 53,873  $     54,074  $    201  $   54,074  $     201 
U.S. northeast      $ 20,226  $     19,796  $   (430) $   19,796  $    (430)
Corporate           $ (8,822) $    (10,017) $ (1,195) $  (10,215) $  (1,393)
                                                                            
                                                                 Year ended 
                                                                December 31 
----------------------------------------------------------------------------
                         2011          2012    Change        2012    Change 
----------------------------------------------------------------------------
                                (holding FX                                 
                              constant with                                 
                                        the                                 
                          (as   comparative                   (as           
                    reported)       period)             reported)           
----------------------------------------------------------------------------
                                                                            
Revenues           $1,840,096  $  1,904,678  $ 64,582  $1,896,741  $ 56,645 
----------------------------------------------------------------------------
Canada             $  757,594  $    784,751  $ 27,157  $  776,814  $ 19,220 
U.S. south         $  723,315  $    780,331  $ 57,016  $  780,331  $ 57,016 
U.S. northeast     $  359,187  $    339,596  $(19,591) $  339,596  $(19,591)
                                                                            
Operating expenses $1,094,067  $  1,159,187  $ 65,120  $1,15
4,764  $ 60,697 
----------------------------------------------------------------------------
Canada             $  415,497  $    437,398  $ 21,901  $  432,975  $ 17,478 
U.S. south         $  439,700  $    485,184  $ 45,484  $  485,184  $ 45,484 
U.S. northeast     $  238,870  $    236,605  $ (2,265) $  236,605  $ (2,265)
                                                                            
SG&A (as reported) $  218,600  $    231,705  $ 13,105  $  230,740  $ 12,140 
----------------------------------------------------------------------------
Canada             $   61,689  $     66,046  $  4,357  $   65,378  $  3,689 
U.S. south         $   72,186  $     78,070  $  5,884  $   78,070  $  5,884 
U.S. northeast     $   30,775  $     31,465  $    690  $   31,465  $    690 
Corporate          $   53,950  $     56,124  $  2,174  $   55,827  $  1,877 
                                                                            
EBITDA(A)(as                                                                
 reported)         $  527,429  $    513,786  $(13,643) $  511,237  $(16,192)
----------------------------------------------------------------------------
Canada             $  280,408  $    281,307  $    899  $  278,461  $ (1,947)
U.S. south         $  211,429  $    217,077  $  5,648  $  217,077  $  5,648 
U.S. northeast     $   89,542  $     71,526  $(18,016) $   71,526  $(18,016)
Corporate          $  (53,950) $    (56,124) $ (2,174) $  (55,827) $ (1,877)
                                                                            
Adjusted SG&A      $  211,493  $    223,263  $ 11,770  $  222,318  $ 10,825 
----------------------------------------------------------------------------
Canada             $   61,689  $     66,046  $  4,357  $   65,378  $  3,689 
U.S. south         $   72,186  $     78,070  $  5,884  $   78,070  $  5,884 
U.S. northeast     $   30,775  $     31,465  $    690  $   31,465  $    690 
Corporate          $   46,843  $     47,682  $    839  $   47,405  $    562 
                                                                            
Adjusted EBITDA(A) $  534,536  $    522,228  $(12,308) $  519,659  $(14,877)
----------------------------------------------------------------------------
Canada             $  280,408  $    281,307  $    899  $  278,461  $ (1,947)
U.S. south         $  211,429  $    217,077  $  5,648  $  217,077  $  5,648 
U.S. northeast     $   89,542  $     71,526  $(18,016) $   71,526  $(18,016)
Corporate          $  (46,843) $    (47,682) $   (839) $  (47,405) $   (562)
 

 
                                                                            
                                                                            
Revenues                                                                    
Gross revenue by service type                                               
The table below presents gross revenue by service type prepared on a        
 consolidated basis and includes the impact of FX.                          
                                                                            
                                                         Three months ended 
                                                                December 31 
----------------------------------------------------------------------------
                                 2012         %           2011            % 
----------------------------------------------------------------------------
                                                                            
Commercial                $   171,384      34.6    $   158,230         34.6 
Industrial                     88,293      17.8         80,550         17.6 
Residential                   117,267      23.7        101,834         22.3 
Transfer and disposal         168,318      33.9        160,312         35.1 
Recycling                      15,592       3.1         17,828          3.9 
Other                           7,467       1.5          5,369          1.2 
----------------------------------------------------------------------------
Gross revenues                568,321     114.6        524,123        114.7 
                                                                            
Intercompany                  (72,499)    (14.6)       (66,911)       (14.7)
----------------------------------------------------------------------------
Revenues                  $   495,822     100.0    $   457,212        100.0 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
                                                                            
                                                                            
Revenues                                                                    
Gross revenue by service type                                               
The table below presents gross revenue by service type prepared on a        
 consolidated basis and includes the impact of FX.                          
                                                                            
                                                                 Year ended 
                                                                December 31 
----------------------------------------------------------------------------
                                  2012         %            2011          % 
----------------------------------------------------------------------------
                                                                            
Commercial               $     665,715      35.1   $     638,611       34.7 
Industrial                     336,353      17.7         333,258       18.1 
Residential                    440,725      23.2         395,156       21.5 
Transfer and disposal          640,923      33.8         651,863       35.4 
Recycling                       65,344       3.4          75,253        4.1 
Other                           26,467       1.4          21,945        1.2 
----------------------------------------------------------------------------
Gross revenues               2,175,527     114.6       2,116,086      115.0 
                                                                            
Intercompany                  (278,786)    (14.6)       (275,990)     (15.0)
----------------------------------------------------------------------------
Revenues                 $   1,896,741     100.0   $   1,840,096      100.0 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Revenue growth or decline components - expressed in percentages and
excluding FX 
The table below has been prepared using reported revenues for 2012
and gross revenues for 2011. The table has also been prepared
assuming Canadian and U.S. dollar parity. For 2011, the amounts are
presented as if Waste Services, Inc.'s operations were combined with
ours for the six months ended June 30, 2010.  


 
                                    Three months ended            Year ended
                                           December 31           December 31
----------------------------------------------------------------------------
                                     2012     2011 (i)     2012     2011 (i)
----------------------------------------------------------------------------
                                                                            
Price                                                                       
  Core price                          1.2          1.2      1.4          1.4
  Fuel surcharges                     0.3          0.9      0.4          1.1
  Recycling and other                (1.0)        (0.2)    (1.6)         0.4
----------------------------------------------------------------------------
  Total price growth                  0.5          1.9      0.2          2.9
                  
                                                          
Volume                                0.1          0.6     (1.2)         0.6
----------------------------------------------------------------------------
Total organic (decline) growth        0.6          2.5     (1.0)         3.5
                                                                            
Acquisitions                          6.4          5.6      4.5          6.0
----------------------------------------------------------------------------
Total growth excluding FX             7.0          8.1      3.5          9.5
                                                                            
FX                                    1.4                  (0.4)            
------------------------------------------             ---------            
Total growth including FX             8.4                   3.1             
------------------------------------------             ---------            
------------------------------------------             ---------            
                                                                            
Note:                                                                       
(i)Prior period or year amounts have been adjusted to conform to the      
 current period or year's presentation.                                     

 
Free cash flow(B) 
Purpose and objective 
The purpose of presenting this non-GAAP measure is to provide
investors and analysts with an additional measure of our value and
liquidity. We use this non-GAAP measure to assess our relative
performance to our peers and to assess the availability of funds for
growth investment, share repurchases, debt repayment or dividend
increases. 


 
Free cash flow(B)- cash flow approach                                       
                                                                            
                         Three months ended                      Year ended 
                                   December                        December 
                                         31                              31 
----------------------------------------------------------------------------
                    2012                                                    
                     (i)      2011   Change   2012 (i)       2011    Change 
----------------------------------------------------------------------------
                                                                            
Cash generated                                                              
 from operating                                                             
 activities     $ 74,184  $115,217 $(41,033) $ 336,761  $ 395,706  $(58,945)
----------------------------------------------------------------------------
                                                                            
Operating and                                                               
 investing                                                                  
Stock option                                                                
 recovery            703    (2,685)   3,388       (110)    (6,808)    6,698 
Acquisition and                                                             
 related costs       462       141      321      2,507      1,880       627 
Payments made                                                               
 to executive                                                               
 and senior                                                                 
 management on                                                              
 departure           981     9,928   (8,947)     3,991      9,928    (5,937)
Restructuring                                                               
 expenses              -       411     (411)         -      1,609    (1,609)
Other expenses         -        45      (45)       105        872      (767)
Changes in non-                                                             
 cash working                                                               
 capital items    27,322   (10,186)  37,508     68,657     28,664    39,993 
Capital and                                                                 
 landfill asset                                                             
 purchases       (72,881)  (54,321) (18,560)  (246,878)  (171,013)  (75,865)
Proceeds from                                                               
 the sale of                                                                
 capital assets      654       721      (67)     2,761      5,925    (3,164)
                                                                            
Financing                                                                   
Loss on                                                                     
 extinguishment                                                             
 of debt (net                                                               
 of non-cash                                                                
 portion)          5,198         -    5,198      5,198          -     5,198 
Purchase of                                                                 
 restricted                                                                 
 shares                -         -        -       (541)    (4,226)    3,685 
Net realized                                                                
 foreign                                                                    
 exchange                                                                   
 (gain) loss          (3)       10      (13)         9        (73)       82 
----------------------------------------------------------------------------
Free cash                                                                   
 flow(B)        $ 36,620  $ 59,281 $(22,661) $ 172,460  $ 262,464  $(90,004)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Note:                                                                       
(i)Capital and landfill asset purchases include infrastructure            
 expenditures of approximately $12,300 and $26,100, for the three months    
 and year ended December 31, 2012, respectively.                            
                                                                            
Free cash flow(B)- adjusted EBITDA(A) approach                              
We typically calculate free cash flow(B) using an operations approach which 
 is a better reflection of how we manage the business and free cash         
 flow(B).                                                                   
                                                                            
                         Three months ended                      Year ended 
                                   December                        December 
                                         31                              31 
----------------------------------------------------------------------------
                   2012                                                     
                    (i)      2011    Change   2012 (i)       2011    Change 
----------------------------------------------------------------------------
                                                                            
Adjusted                                                                    
 EBITDA(A)     $133,737  $133,861  $   (124) $ 519,659  $ 534,536  $(14,877)
----------------------------------------------------------------------------
                                                                            
Purchase of                                                                 
 restricted                                                                 
 shares  
             -         -         -       (541)    (4,226)    3,685 
Capital and                                                                 
 landfill                                                                   
 asset                                                                      
 purchases      (72,881)  (54,321)  (18,560)  (246,878)  (171,013)  (75,865)
Proceeds from                                                               
 the sale of                                                                
 capital                                                                    
 assets             654       721       (67)     2,761      5,925    (3,164)
Landfill                                                                    
 closure and                                                                
 post-closure                                                               
 expenditures    (1,336)   (1,183)     (153)    (6,737)    (4,345)   (2,392)
Landfill                                                                    
 closure and                                                                
 post-closure                                                               
 cost                                                                       
 accretion                                                                  
 expense          1,313     1,255        58      5,240      5,071       169 
Interest on                                                                 
 long-term                                                                  
 debt           (14,494)  (13,723)     (771)   (57,428)   (62,086)    4,658 
Non-cash                                                                    
 interest                                                                   
 expense            596     1,680    (1,084)     5,665      6,035      (370)
Current income                                                              
 tax expense    (10,969)   (9,009)   (1,960)   (49,281)   (47,433)   (1,848)
----------------------------------------------------------------------------
Free cash                                                                   
 flow(B)       $ 36,620  $ 59,281  $(22,661) $ 172,460  $ 262,464  $(90,004)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Note:                                                                       
(i)Capital and landfill asset purchases include infrastructure            
 expenditures of approximately $12,300 and $26,100, for the three months    
 and year ended December 31, 2012, respectively.                            

 
Funded debt to EBITDA (as defined and calculated in accordance with
our consolidated facility) 
The ratio of funded debt to EBITDA, which includes first year pro
forma EBITDA for completed acquisitions, is 3.14 times. The ratio is
higher than our target threshold due to the timing of acquisitions,
growth and infrastructure spending and lower recycled commodity price
performance than expected. Cash flows from acquisitions beyond the
first year of operation will contribute to the further improvement of
funded debt relative to EBITDA in subsequent periods. Cash flow
contributions from growth and infrastructure spending will
materialize over future periods and will also improve this
relationship. 
Foreign Currency  
(in thousands of U.S. dollars unless otherwise stated) 
We have elected to report our financial results in U.S. dollars.
However, we earn a significant portion of our revenues and earnings
in Canada. We have provided our guidance assuming parity between the
Canadian and U.S. dollar. If the U.S. dollar strengthens one cent our
reported revenues will decline by approximately $7,600. EBITDA(A) is
similarly impacted by approximately $2,500, assuming a strengthening
U.S. dollar. The impact on net income for a similar change in FX
rate, results in an approximately $1,000 decline. Should the U.S.
dollar weaken by one cent, our reported results will improve by
similar amounts. 


 
                                       2012                             2011
----------------------------------------------------------------------------
                               Consolidated                     Consolidated
                               Statement of                     Statement of
           Consolidated      Operations and Consolidated      Operations and
                Balance       Comprehensive      Balance       Comprehensive
                  Sheet      Income or Loss        Sheet      Income or Loss
----------------------------------------------------------------------------
                                 Cumulative                       Cumulative
                Current  Average    Average      Current  Average    Average
----------------------------------------------------------------------------
                                                                            
March 31    $    1.0009 $ 0.9988 $   0.9988 $     1.0290 $ 1.0142 $   1.0142
June 30     $    0.9813 $ 0.9899 $   0.9943 $     1.0370 $ 1.0334 $   1.0237
September                                                                   
 30         $    1.0166 $ 1.0052 $   0.9979 $     0.9626 $ 1.0202 $   1.0225
December 31 $    1.0051 $ 1.0088 $   1.0006 $     0.9833 $ 0.9774 $   1.0109

 
Update to Company's Board of Directors 
The Company's Board of Directors announced that Michael G. DeGroote
Sr. has decided to step down from the Board effective February 13,
2013, ahead of his scheduled retirement from the Board in May 2013.
Mr. DeGroote joined the Board in 2010 when Waste Services, Inc., was
acquired by Progressive Waste Solutions. The Board and the Company
appreciate all of Mr. DeGroote Sr.'s contributions to Progressive
Waste Solutions during his Board tenure. 
Quarterly dividend declared 
The Company's Board of Directors declared a quarterly dividend of
$0.14 Canadian per share to shareholders of record March 29, 2013.
The dividend will be paid on April 15, 2013. The Company has
designated these dividends as eligible dividends for the purposes of
the Income Tax Act (Canada). 
Definitions 
(A) All references to "Adjusted EBITDA" in this document are to
revenues less operating expense and SG&A, excluding certain
non-operating or non-recurring SG&A expense, on the consolidated
statement of operations and comprehensive income or loss. Adjusted
EBITDA excludes some or all of the following: certain SG&A expenses,
restructuring expenses, goodwill impairment, amortization, net gain
or loss on sale of capital assets, interest on long-term debt, net
foreign exchange gain or loss, net gain or loss on financial
instruments, loss on extinguishment of debt, other expenses, income
taxes and income or loss from equity accounted investee. Adjusted
EBITDA is a term used by us that does not have a standardized meaning
prescribed by U.S. GAAP and is therefore unlikely to be comparable to
similar measures used by other companies. Adjusted EBITDA is a
measure of our operating profitability, and by definition, excludes
certain items as detailed above. These items are viewed by us as
either non-cash (in the case of goodwill impairment, amortization,
net gain or loss on financial instruments, net foreign exchange gain
or loss, deferred income taxes and net income or loss from equity
accounted investee) or non-operating (in the case of certain SG&A
expenses, restructuring expenses, net gain or loss on sale of capital
assets, interest on long-term debt, loss on extinguishment of debt,
other expenses, and current income taxes). Adjusted EBITDA is a
useful financial and operating metric for us, our Board of Directors,
and our lenders, as it represents a starting point in the
determination of free cash flow(B). The underlying reasons for the
exclusion of eac
h item are as follows: 
Certain SG&A expenses - SG&A expense includes certain non-operating
or non-recurring expenses. These expenses include transaction costs
related to acquisitions, fair value adjustments attributable to stock
options, restricted share expense and payments made to senior
executives on their departure. These expenses are not considered an
expense indicative of continuing operations. Certain SG&A costs
represent a different class of expense than those included in
adjusted EBITDA.  
Restructuring expenses - restructuring expenses includes costs to
integrate various operating locations with our own, exiting certain
property and building and office leases, employee severance and
employee relocation costs incurred in connection with our acquisition
of WSI. These expenses are not considered an expense indicative of
continuing operations. Accordingly, restructuring expenses represent
a different class of expense than those included in adjusted EBITDA. 
Goodwill impairment - as a non-cash item goodwill impairment has no
impact on the determination of free cash flow(B). 
Amortization - as a non-cash item amortization has no impact on the
determination of free cash flow(B). 
Net gain or loss on sale of capital assets - proceeds from the sale
of capital assets are either reinvested in additional or replacement
capital assets or used to repay revolving credit facility borrowings. 
Interest on long-term debt - interest on long-term debt is a function
of our debt/equity mix and interest rates; as such, it reflects our
treasury/financing activities and represents a different class of
expense than those included in adjusted EBITDA. 
Net foreign exchange gain or loss - as non-cash items, foreign
exchange gains or losses have no impact on the determination of free
cash flow(B). 
Net gain or loss on financial instruments - as non-cash items, gains
or losses on financial instruments have no impact on the
determination of free cash flow(B). 
Loss on extinguishment of debt - loss on extinguishment of debt is a
function of our debt financing; as such, it reflects our
treasury/financing activities and represents a different class of
expense than those included in adjusted EBITDA. 
Other expenses - other expenses typically represent amounts paid to
certain management of acquired companies who are retained by us post
acquisition and amounts paid to certain executives in respect of
acquisitions successfully completed. These expenses are not
considered an expense indicative of continuing operations.
Accordingly, other expenses represent a different class of expense
than those included in adjusted EBITDA. 
Income taxes - income taxes are a function of tax laws and rates and
are affected by matters which are separate from our daily operations. 
Net income or loss from equity accounted investee - as a non-cash
item, net income or loss from our equity accounted investee has no
impact on the determination of free cash flow(B). 
All references to "Adjusted operating income" in this document
represent Adjusted EBITDA after adjusting for net gain or loss on
sale of capital assets and amortization. All references to "Adjusted
net income" are to Adjusted operating income after adjusting for
restructuring expenses and goodwill impairment, net gain or loss on
financial instruments, loss on extinguishment of debt, other expenses
and net income tax expense or recovery.  
(B) We have adopted a measure called "free cash flow" to supplement
net income or loss as a measure of our operating performance. Free
cash flow is a term which does not have a standardized meaning
prescribed by U.S. GAAP, is prepared before dividends declared and
shares repurchased, and may not be comparable to similar measures
prepared by other companies. The purpose of presenting this non-GAAP
measure is to provide disclosure similar to the disclosure provided
by other U.S. publicly listed companies in our industry and to
provide investors and analysts with an additional measure of our
value and liquidity. We use this non-GAAP measure to assess our
performance relative to other U.S. publicly listed companies and to
assess the availability of funds for growth investment, debt
repayment, share repurchases or dividend increases. All references to
"free cash flow" in this document have the meaning set out in this
note.  
2013 outlook assumptions and factors 
The Company's 2013 outlook includes a variety of assumptions and
factors. The Company's 2013 outlook is the aggregation of each
location's operating and financial plans for the 2013 period. Each
operating location builds its 2013 plan employing a bottom-up
approach, which includes a forecast of price, volumes, new business
volume, pricing growth and lost business. Each location's outlook
includes assumptions around productivity, operating costs, selling,
general and administrative costs and capital and landfill
expenditures. The assumptions applied at each operating location vary
as a result of the environment in which it competes to provide
service and the combination of assumptions is unique to each
location. Accordingly, the assumptions applied in one location will
differ from those applied in another, reflecting differences in the
general economic environment, the locations share of the market,
competition in the market, the locations operating strategy for the
coming year, compensation levels, disposal rates, fuel prices,
maintenance costs, to name a few.  
The Company has prepared its 2013 outlook assuming the Canadian and
U.S. dollars are exchanged at parity. A strengthening of the Canadian
dollar relative to the U.S. dollar results in higher reported
revenues, EBITDA(A) and net income and also increases the Company's
reported balance sheet amounts. Should the Canadian dollar weaken
relative to the U.S. dollar, the inverse result will occur. 
The current economic environment is unsettled. The Company has
assumed that there is no significant positive or negative change to
the economic environment in preparing its outlook for 2013. Each
operating location considers the economic environment in which it
operates when preparing its 2013 outlook. A significant positive or
negative change to the economic environment could have a significant
impact on the business as a whole, or isolated locations where we
operate. Significant economic changes will have the most pronounced
impact on our services which are more sensitive to changes in the
economic environment, including, most notably, industrial, disposal
and material recycling services. Additional information pertaining to
the sensitivity of certain services we provide relative to the
economic environment are outlined in greater detail in the Risk and
Uncertainties section of the Company's Management Discussion and
Analysis.  
We historically complete several acquisitions in an operating year.
However, our outlook does not contemplate us acquiring any companies
in 2013. The timing, nature, size and contribution of each
acquisition to our financial performance is not known until the
acquisition is consummated. Accordingly, we have specifically
excluded any acquisitions from our 2013 outlook for these reasons.
Readers are cautioned that our actual 2013 results may include
acquisitions, which if completed will impact our 2013 results.
Acquisitions will contribute additional revenues, earnings,
additional capital expense, and typically increase our long-term debt
levels. Contributions from acquisitions completed in the prior year
are included in our 2013 outlook.  
Our estimate for capital and landfill expenditures follows the same
bottom-up approach outlined above. Our capital and landfill estimate
is subject to many factors and uncertainties, some of which are out
of our control, including availability, timing of receipt and cost.
Management may also withhold or advance capital at a pace
inconsistent with its 2013 outlook due to factors that it deems
necessary to best manage the Company's financial resources which
could impact the Company's level
s of debt and the interest expense
expected in its 2013 outlook. Management may also withhold capital
and landfill expenditures from its 2013 outlook or accelerate
expenditures which are not otherwise contemplated in its 2013 plan.  
Cash taxes are derived from estimated levels of income subject to tax
across each of the Company's locations and jurisdictions we operate
in. We have assumed that losses remain available at current levels to
shield income otherwise subject to tax and our estimate of cash tax
reflects posted Federal, Provincial or State tax rates, as
applicable. A significant change in either Federal, Provincial or
State tax rates, or our availability of losses available to shield
income otherwise subject to tax could result in a significant change
in our cash tax estimate for 2013. Additionally, our operating
performance could have a significant impact on our 2013 outlook for
cash taxes. Cash taxes are predominantly incurred by the Company from
its Canadian operations. A failure of the Canadian operations to
deliver on its 2013 outlook would result in a reduction in cash
taxes. Outperforming our 2013 outlook will result in higher cash tax
amounts. Additionally, our cash tax estimates assume that we will
continue to have available to us a similar level of tax deduction
that was available to us in the prior year. Changes to either the
availability or amount of deduction could result in a significant
change to income subject to tax and ultimately cash taxes. 
Free cash flow(B) is the result of aggregating each locations
performance, capital spend and landfill closure and post-closure cost
accretion, coupled with cash taxes and interest expense. As noted
above, each of these items is subject to its own set of assumptions
and uncertainties. Accordingly, a change in any one or all of these
assumptions could have a positive or negative impact on our ability
to generate our projected free cash flow(B) amounts for 2013.  
Caution regarding forward looking statements 
The Company's 2013 outlook is subject to the same risks and
uncertainties outlined in the Risk and Uncertainties section of the
Company's Management Discussion and Analysis, as applicable and
investors are urged to fully review these sections before making an
investment decision. This press release contains forward-looking
statements and forward-looking information. Forward-looking
statements are not based on historical facts but instead reflect our
expectations, estimates or projections concerning future results or
events. These statements can generally be identified by the use of
forward-looking words or phrases such as "anticipate," "believe,"
"budget," "continue," "could," "estimate," "expect," "forecast,"
"goals," "intend," "intent," "belief," "may," "plan," "foresee,"
"likely," "potential," "project," "seek," "strategy," "synergies,"
"targets," "will," "should," "would," or variations of such words and
other similar words. Forward-looking statements include, but are not
limited to, statements relating to future financial and operating
results and our plans, objectives, prospects, expectations and
intentions. These statements represent our intentions, plans,
expectations, assumptions and beliefs about future events and are
subject to risks, uncertainties and other factors. Numerous important
factors could cause our actual results, performance or achievements
to differ materially from those expressed in or implied by these
forward-looking statements, including, without limitation, those
factors outlined in the Risks and Uncertainties section of the
Company's Management Discussion and Analysis. We caution that the
list of factors is illustrative and by no means exhaustive. In
addition, we cannot assure you that any of our expectations,
estimates or projections will be achieved. 
All forward-looking statements should be evaluated with the
understanding of their inherent uncertainty. All forward-looking
statements in this press release are qualified by these cautionary
statements. The forward-looking statements in this press release are
made as of the date of this press release and we disclaim any
obligation to publicly update any forward-looking statement to
reflect subsequent events or circumstances, except as required by
law. 
About Progressive Waste Solutions Ltd.  
As one of North America's largest full-service waste management
companies, we provide non-hazardous solid waste collection, recycling
and disposal services to commercial, industrial, municipal and
residential customers in 13 U.S. states and the District of Columbia
and six Canadian provinces. We serve our customers with vertically
integrated collection and disposal assets. Progressive Waste
Solutions Ltd.'s shares are listed on the New York and Toronto Stock
Exchanges under the symbol BIN.  
To find out more about Progressive Waste Solutions, visit our website
at www.progressivewaste.com.  
Management will hold a conference call on Thursday, February 14,
2013, at 8:30 a.m. (ET) to discuss results for the three months and
year ended December 31, 2012. Participants may listen to the call by
dialing 1-888-300-0053, conference ID 86317524, at approximately 8:20
a.m. (ET). International or local callers should dial 647-427-3420.
The call will also be webcast live at www.streetevents.com and at
www.progressivewaste.com. A supplemental slide presentation will be
available at www.progressivewaste.com. 
A replay will be available after the call until Thursday, February
28, 2013, at midnight, and can be accessed by dialing 1-855-859-2056,
conference ID 86317524. International or local callers can access the
replay by dialing 404-537-3406. The audio webcast will also be
archived at www.streetevents.com and www.progressivewaste.com.  
Contacts:
Progressive Waste Solutions Ltd.
Chaya Cooperberg
VP, Investor Relations and Corporate Communications
(905) 532-7517
chaya.cooperberg@progressivewaste.com
www.progressivewaste.com
 
 
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